424B3

FILED PURSUANT TO RULE 424(B)(3)

File Number 333-174529

SUNGARD DATA SYSTEMS INC.

SUPPLEMENT NO. 2 TO

MARKET-MAKING PROSPECTUS DATED JUNE 16, 2011

THE DATE OF THIS SUPPLEMENT IS AUGUST 9, 2011

ON AUGUST 9, 2011, SUNGARD DATA SYSTEMS INC. FILED THE ATTACHED

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2011

OR

¨ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from            to            

Commission file numbers:

SunGard Capital Corp.	000-53653
SunGard Capital Corp. II	000-53654
SunGard Data Systems Inc.	001-12989

SunGard^® Capital Corp.

SunGard^® Capital Corp. II

SunGard^® Data Systems Inc.

(Exact name of registrant as specified in its charter)

Delaware	20-3059890
Delaware	20-3060101
Delaware	51-0267091
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

680 East Swedesford Road, Wayne, Pennsylvania 19087

(Address of principal executive offices, including zip code)

484-582-2000

(Registrants’ telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

SunGard Capital Corp.	Yes  x    No   ¨
SunGard Capital Corp. II	Yes  x    No   ¨
SunGard Data Systems Inc.	Yes  x    No   ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

SunGard Capital Corp.	Yes  x    No   ¨
SunGard Capital Corp. II	Yes  x    No   ¨
SunGard Data Systems Inc.	Yes  x    No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

SunGard Capital Corp. Large accelerated filer  ¨.     Accelerated filer  ¨.     Non-accelerated filer  x.    Smaller reporting company  ¨.

SunGard Capital Corp. II Large accelerated filer  ¨.    Accelerated filer  ¨.    Non-accelerated filer  x.    Smaller reporting company  ¨.

SunGard Data Systems Inc. Large accelerated filer  ¨.    Accelerated filer  ¨.    Non-accelerated filer  x.    Smaller reporting company  ¨.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

SunGard Capital Corp.	Yes  ¨    No   x
SunGard Capital Corp. II	Yes  ¨    No   x
SunGard Data Systems Inc.	Yes  ¨    No   x

The number of shares of the registrants’ common stock outstanding as of June 30, 2011:

SunGard Capital Corp.	255,870,461 shares of Class A common stock and 28,429,970 shares of Class L common stock
SunGard Capital Corp. II	100 shares of common stock
SunGard Data Systems Inc.	100 shares of common stock

SUNGARD CAPITAL CORP.

SUNGARD CAPITAL CORP. II

SUNGARD DATA SYSTEMS INC.

AND SUBSIDIARIES

INDEX

		PAGE
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements:
	SunGard Capital Corp.
	Consolidated Balance Sheets as of December 31, 2010 and June 30, 2011 (unaudited)		2
	Consolidated Statements of Operations for the three and six months ended June 30, 2010 and 2011 (unaudited)		3
	Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and 2011 (unaudited)		4
	SunGard Capital Corp. II
	Consolidated Balance Sheets as of December 31, 2010 and June 30, 2011 (unaudited)		5
	Consolidated Statements of Operations for the three and six months ended June 30, 2010 and 2011 (unaudited)		6
	Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and 2011 (unaudited)		7
	SunGard Data Systems Inc.
	Consolidated Balance Sheets as of December 31, 2010 and June 30, 2011 (unaudited)		8
	Consolidated Statements of Operations for the three and six months ended June 30, 2010 and 2011 (unaudited)		9
	Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and 2011 (unaudited)		10
	Notes to Consolidated Financial Statements (unaudited)		11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		39
Item 4T.	Controls and Procedures		39
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings		39
Item 1A.	Risk Factors		39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		39
Item 3.	Defaults upon Senior Securities		39
Item 4.	(Removed and Reserved)		39
Item 5.	Other Information		39
Item 6.	Exhibits		40
SIGNATURES			41

PART I. FINANCIAL INFORMATION

Explanatory Note

This Form 10-Q is a combined quarterly report being filed separately by three registrants: SunGard Capital Corp. (“SCC”), SunGard Capital Corp. II (“SCCII”) and SunGard Data Systems Inc. (“SunGard”). SCC and SCC II are collectively referred to as the “Parent Companies”. Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “us” and “our” refer to the Parent Companies together with their direct and indirect subsidiaries, including SunGard. Each registrant hereto is filing on its own behalf all of the information contained in this quarterly report that relates to such registrant. Each registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information.

1

ITEM 1. FINANCIAL STATEMENTS

SunGard Capital Corp.

Consolidated Balance Sheets

(In millions except share and per-share amounts)

(Unaudited)

	December 31, 2010			June 30, 2011
Assets
Current:
Cash and cash equivalents	$	778		$	821
Trade receivables, less allowance for doubtful accounts of $41 and $50		894			863
Earned but unbilled receivables		167			188
Prepaid expenses and other current assets		178			184
Clearing broker assets		230			277
Deferred income taxes		10			10
Total current assets		2,257			2,343
Property and equipment, less accumulated depreciation of $1,135 and $1,255		918			926
Software products, less accumulated amortization of $1,301 and $1,434		809			713
Customer base, less accumulated amortization of $1,158 and $1,280		2,000			1,889
Other intangible assets, less accumulated amortization of $23 and $21		187			170
Trade name, less accumulated amortization of $7 and $10		1,023			1,020
Goodwill		5,774			5,825
Total Assets	$	12,968		$	12,886
Liabilities and Equity
Current:
Short-term and current portion of long-term debt	$	9		$	10
Accounts payable		64			47
Accrued compensation and benefits		302			260
Accrued interest expense		103			92
Other accrued expenses		421			366
Clearing broker liabilities		210			250
Deferred revenue		997			999
Total current liabilities		2,106			2,024
Long-term debt		8,046			8,068
Deferred income taxes		1,212			1,197
Total liabilities		11,364			11,289
Commitments and contingencies
Noncontrolling interest in preferred stock of SCCII subject to a put option		54			31
Class L common stock subject to a put option		87			55
Class A common stock subject to a put option		11			7
Stockholders’ equity:
Class L common stock, convertible, par value $.001 per share; cumulative 13.5% per annum, compounded quarterly; aggregate liquidation preference of $4,699 million and $5,033 million; 50,000,000 shares authorized, 28,670,331 and 28,761,476 shares issued		—			—
Class A common stock, par value $.001 per share; 550,000,000 shares authorized, 258,037,523 and 258,858,048 shares issued		—			—
Capital in excess of par value		2,703			2,746
Treasury stock, 326,329 and 331,506 shares of Class L common stock; and 2,940,981 and 2,987,587 shares of Class A common stock		(34	)		(35	)
Accumulated deficit		(2,970	)		(3,175	)
Accumulated other comprehensive income (loss)		(29	)		51
Total SunGard Capital Corp. stockholders’ equity (deficit)		(330	)		(413	)
Noncontrolling interest in preferred stock of SCCII		1,782			1,917
Total equity		1,452			1,504
Total Liabilities and Equity	$	12,968		$	12,886

The accompanying notes are an integral part of these consolidated financial statements.

2

SunGard Capital Corp.

Consolidated Statements of Operations

(In millions)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2011			2010			2011
Revenue:
Services	$	1,112		$	1,126		$	2,216		$	2,230
License and resale fees		103			109			171			183
Total products and services		1,215			1,235			2,387			2,413
Reimbursed expenses		38			31			66			63
		1,253			1,266			2,453			2,476
Costs and expenses:
Cost of sales and direct operating		581			573			1,173			1,158
Sales, marketing and administration		286			313			557			597
Product development		69			83			141			164
Depreciation and amortization		72			72			146			144
Amortization of acquisition-related intangible assets		120			119			240			244
		1,128			1,160			2,257			2,307
Operating income (loss)		125			106			196			169
Interest income		1			1			1			2
Interest expense and amortization of deferred financing fees		(160	)		(129	)		(319	)		(266	)
Other income (expense)		14			1			14			(1	)
Income (loss) from continuing operations before income taxes		(20	)		(21	)		(108	)		(96	)
Benefit from (provision for) income taxes		(1	)		(52	)		31			—
Income (loss) from continuing operations		(21	)		(73	)		(77	)		(96	)
Income (loss) from discontinued operations, net of tax		—			—			2			—
Net income (loss)		(21	)		(73	)		(75	)		(96	)
Income attributable to the noncontrolling interest (including $(3) million, $(11) million, $3 million and $(10) million in temporary equity)		(49	)		(55	)		(96	)		(109	)
Net income (loss) attributable to SunGard Capital Corp.	$	(70	)	$	(128	)	$	(171	)	$	(205	)

The accompanying notes are an integral part of these consolidated financial statements.

3

SunGard Capital Corp.

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

	Six Months Ended June 30,
	2010			2011
Cash flow from operations:
Net loss	$	(75	)	$	(96	)
Income (loss) from discontinued operations		2			—
Income (loss) from continuing operations		(77	)		(96	)
Reconciliation of income (loss) from continuing operations to cash flow from operations:
Depreciation and amortization		385			388
Deferred income tax provision (benefit)		(57	)		(30	)
Stock compensation expense		17			15
Amortization of deferred financing costs and debt discount		22			20
Other noncash items		(13	)		3
Accounts receivable and other current assets		131			8
Accounts payable and accrued expenses		(119	)		(125	)
Clearing broker assets and liabilities, net		6			(7	)
Deferred revenue		(61	)		1
Cash flow from continuing operations		234			177
Cash flow from discontinued operations		12			—
Cash flow from operations		246			177
Investment activities:
Cash paid for acquired businesses, net of cash acquired		(13	)		(26	)
Cash paid for property and equipment and software		(147	)		(133	)
Other investing activities		8			(1	)
Cash provided by (used in) continuing operations		(152	)		(160	)
Cash provided by (used in) discontinued operations		(1	)		—
Cash provided by (used in) investment activities		(153	)		(160	)
Financing activities:
Cash received from issuance of common stock		1			2
Cash received from borrowings, net of fees		29			14
Cash used to repay debt		(35	)		(2	)
Cash used to repurchase treasury stock		(3	)		(1	)
Other financing activities		(1	)		(8	)
Cash provided by (used in) continuing operations		(9	)		5
Cash provided by (used in) discontinued operations		—			—
Cash provided by (used in) financing activities		(9	)		5
Effect of exchange rate changes on cash		(19	)		21
Increase (decrease) in cash and cash equivalents		65			43
Beginning cash and cash equivalents includes cash of discontinued operations: (2010: $22)		664			778
Ending cash and cash equivalents includes cash of discontinued operations: (2010: $36)	$	729		$	821

The accompanying notes are an integral part of these consolidated financial statements.

4

SunGard Capital Corp. II

Consolidated Balance Sheets

(In millions except share and per-share amounts)

(Unaudited)

	December 31, 2010			June 30, 2011
Assets
Current:
Cash and cash equivalents	$	778		$	821
Trade receivables, less allowance for doubtful accounts of $41 and $50		894			863
Earned but unbilled receivables		167			188
Prepaid expenses and other current assets		178			184
Clearing broker assets		230			277
Deferred income taxes		10			10
Total current assets		2,257			2,343
Property and equipment, less accumulated depreciation of $1,135 and $1,255		918			926
Software products, less accumulated amortization of $1,301 and $1,434		809			713
Customer base, less accumulated amortization of $1,158 and $1,280		2,000			1,889
Other intangible assets, less accumulated amortization of $23 and $21		187			170
Trade name, less accumulated amortization of $7 and $10		1,023			1,020
Goodwill		5,774			5,825
Total Assets	$	12,968		$	12,886
Liabilities and Stockholders’ Equity
Current:
Short-term and current portion of long-term debt	$	9		$	10
Accounts payable		64			47
Accrued compensation and benefits		302			260
Accrued interest expense		103			92
Other accrued expenses		422			366
Clearing broker liabilities		210			250
Deferred revenue		997			999
Total current liabilities		2,107			2,024
Long-term debt		8,046			8,068
Deferred income taxes		1,211			1,197
Total liabilities		11,364			11,289
Commitments and contingencies
Preferred stock subject to a put option		37			24
Stockholders’ equity:
Preferred stock, par value $.001 per share; cumulative 11.5% per annum, compounded quarterly; aggregate liquidation preference of $1,818 million and $1,930 million; 14,999,000 shares authorized, 9,924,392 and 9,955,951 issued		—			—
Common stock, par value $.001 per share; 1,000 shares authorized, 100 shares issued and oustanding		—			—
Capital in excess of par value		3,747			3,769
Treasury stock, 112,987 and 114,779 shares		(14	)		(14	)
Accumulated deficit		(2,137	)		(2,233	)
Accumulated other comprehensive income (loss)		(29	)		51
Total stockholders’ equity		1,567			1,573
Total Liabilities and Stockholders’ Equity	$	12,968		$	12,886

The accompanying notes are an integral part of these consolidated financial statements.

5

SunGard Capital Corp. II

Consolidated Statements of Operations

(In millions)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2011			2010			2011
Revenue:
Services	$	1,112		$	1,126		$	2,216		$	2,230
License and resale fees		103			109			171			183
Total products and services		1,215			1,235			2,387			2,413
Reimbursed expenses		38			31			66			63
		1,253			1,266			2,453			2,476
Costs and expenses:
Cost of sales and direct operating		581			573			1,173			1,158
Sales, marketing and administration		286			313			557			597
Product development		69			83			141			164
Depreciation and amortization		72			72			146			144
Amortization of acquisition-related intangible assets		120			119			240			244
		1,128			1,160			2,257			2,307
Operating income (loss)		125			106			196			169
Interest income		1			1			1			2
Interest expense and amortization of deferred financing fees		(160	)		(129	)		(319	)		(266	)
Other income (expense)		14			1			14			(1	)
Income (loss) from continuing operations before income taxes		(20	)		(21	)		(108	)		(96	)
Benefit from (provision for) income taxes		(1	)		(52	)		31			—
Income (loss) from continuing operations		(21	)		(73	)		(77	)		(96	)
Income (loss) from discontinued operations, net of tax		—			—			2			—
Net income (loss)	$	(21	)	$	(73	)	$	(75	)	$	(96	)

The accompanying notes are an integral part of these consolidated financial statements.

6

SunGard Capital Corp. II

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

	Six Months Ended June 30,
	2010			2011
Cash flow from operations:
Net income (loss)	$	(75	)	$	(96	)
Income (loss) from discontinued operations		2			—
Income (Loss) from continuing operations		(77	)		(96	)
Reconciliation of income (loss) from continuing operations to cash flow from operations:
Depreciation and amortization		385			388
Deferred income tax provision (benefit)		(57	)		(30	)
Stock compensation expense		17			15
Amortization of deferred financing costs and debt discount		22			20
Other noncash items		(13	)		3
Accounts receivable and other current assets		131			8
Accounts payable and accrued expenses		(119	)		(125	)
Clearing broker assets and liabilities, net		6			(7	)
Deferred revenue		(61	)		1
Cash flow from continuing operations		234			177
Cash flow from discontinued operations		12			—
Cash flow from operations		246			177
Investment activities:
Cash paid for acquired businesses, net of cash acquired		(13	)		(26	)
Cash paid for property and equipment and software		(147	)		(133	)
Other investing activities		8			(1	)
Cash provided by (used in) continuing operations		(152	)		(160	)
Cash provided by (used in) discontinued operations		(1	)		—
Cash provided by (used in) investment activities		(153	)		(160	)
Financing activities:
Cash received from borrowings, net of fees		29			14
Cash used to repay debt		(35	)		(2	)
Cash used to repurchase treasury stock		(1	)		—
Other financing activities		(2	)		(7	)
Cash provided by (used in) continuing operations		(9	)		5
Cash provided by (used in) discontinued operations		—			—
Cash provided by (used in) financing activities		(9	)		5
Effect of exchange rate changes on cash		(19	)		21
Increase (decrease) in cash and cash equivalents		65			43
Beginning cash and cash equivalents includes cash of discontinued operations: (2010: $22)		664			778
Ending cash and cash equivalents includes cash of discontinued operations: (2010: $36)	$	729		$	821

The accompanying notes are an integral part of these consolidated financial statements.

7

SunGard Data Systems Inc.

Consolidated Balance Sheets

(In millions except share and per-share amounts)

(Unaudited)

	December 31, 2010			June 30, 2011
Assets
Current:
Cash and cash equivalents	$	778		$	821
Trade receivables, less allowance for doubtful accounts of $41 and $50		894			863
Earned but unbilled receivables		167			188
Prepaid expenses and other current assets		178			184
Clearing broker assets		230			277
Deferred income taxes		10			10
Total current assets		2,257			2,343
Property and equipment, less accumulated depreciation of $1,135 and $1,255		918			926
Software products, less accumulated amortization of $1,301 and $1,434		809			713
Customer base, less accumulated amortization of $1,158 and $1,280		2,000			1,889
Other intangible assets, less accumulated amortization of $23 and $21		187			170
Trade name, less accumulated amortization of $7 and $10		1,023			1,020
Goodwill		5,774			5,825
Total Assets	$	12,968		$	12,886
Liabilities and Stockholder’s Equity
Current:
Short-term and current portion of long-term debt	$	9		$	10
Accounts payable		64			47
Accrued compensation and benefits		302			260
Accrued interest expense		103			92
Other accrued expenses		423			368
Clearing broker liabilities		210			250
Deferred revenue		997			999
Total current liabilities		2,108			2,026
Long-term debt		8,046			8,068
Deferred income taxes		1,207			1,192
Total liabilities		11,361			11,286
Commitments and contingencies
Stockholder’s equity:
Common stock, par value $.01 per share; 100 shares authorized, issued and oustanding		—			—
Capital in excess of par value		3,773			3,782
Accumulated deficit		(2,137	)		(2,233	)
Accumulated other comprehensive income (loss)		(29	)		51
Total stockholder’s equity		1,607			1,600
Total Liabilities and Stockholder’s Equity	$	12,968		$	12,886

The accompanying notes are an integral part of these consolidated financial statements.

8

SunGard Data Systems Inc.

Consolidated Statements of Operations

(In millions)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2011			2010			2011
Revenue:
Services	$	1,112		$	1,126		$	2,216		$	2,230
License and resale fees		103			109			171			183
Total products and services		1,215			1,235			2,387			2,413
Reimbursed expenses		38			31			66			63
		1,253			1,266			2,453			2,476
Costs and expenses:
Cost of sales and direct operating		581			573			1,173			1,158
Sales, marketing and administration		286			313			557			597
Product development		69			83			141			164
Depreciation and amortization		72			72			146			144
Amortization of acquisition-related intangible assets		120			119			240			244
		1,128			1,160			2,257			2,307
Operating income (loss)		125			106			196			169
Interest income		1			1			1			2
Interest expense and amortization of deferred financing fees		(160	)		(129	)		(319	)		(266	)
Other income (expense)		14			1			14			(1	)
Income (loss) from continuing operations before income taxes		(20	)		(21	)		(108	)		(96	)
Benefit from (provision for) income taxes		(1	)		(52	)		31			—
Income (loss) from continuing operations		(21	)		(73	)		(77	)		(96	)
Income (loss) from discontinued operations, net of tax		—			—			2			—
Net income (loss)	$	(21	)	$	(73	)	$	(75	)	$	(96	)

The accompanying notes are an integral part of these consolidated financial statements.

9

SunGard Data Systems Inc.

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

	Six Months Ended June 30,
	2010			2011
Cash flow from operations:
Net income (loss)	$	(75	)	$	(96	)
Income (loss) from discontinued operations		2			—
Income (loss) from continuing operations		(77	)		(96	)
Reconciliation of income (loss) from continuing operations to cash flow from operations:
Depreciation and amortization		385			388
Deferred income tax provision (benefit)		(58	)		(30	)
Stock compensation expense		17			15
Amortization of deferred financing costs and debt discount		22			20
Other noncash items		(13	)		3
Accounts receivable and other current assets		131			8
Accounts payable and accrued expenses		(117	)		(125	)
Clearing broker assets and liabilities, net		6			(7	)
Deferred revenue		(61	)		1
Cash flow from continuing operations		235			177
Cash flow from discontinued operations		12			—
Cash flow from operations		247			177
Investment activities:
Cash paid for acquired businesses, net of cash acquired		(13	)		(26	)
Cash paid for property and equipment and software		(147	)		(133	)
Other investing activities		8			(1	)
Cash provided by (used in) continuing operations		(152	)		(160	)
Cash provided by (used in) discontinued operations		(1	)		—
Cash provided by (used in) investment activities		(153	)		(160	)
Financing activities:
Cash received from borrowings, net of fees		29			14
Cash used to repay debt		(35	)		(2	)
Other financing activities		(4	)		(7	)
Cash provided by (used in) continuing operations		(10	)		5
Cash provided by (used in) discontinued operations		—			—
Cash provided by (used in) financing activities		(10	)		5
Effect of exchange rate changes on cash		(19	)		21
Increase (decrease) in cash and cash equivalents		65			43
Beginning cash and cash equivalents includes cash of discontinued operations: (2010: $22)		664			778
Ending cash and cash equivalents includes cash of discontinued operations: (2010: $36)	$	729		$	821

The accompanying notes are an integral part of these consolidated financial statements.

10

SUNGARD CAPITAL CORP.

SUNGARD CAPITAL CORP. II

SUNGARD DATA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation:

SunGard Data Systems Inc. (“SunGard”) was acquired on August 11, 2005 (the “LBO”) in a leveraged buy-out by a consortium of private equity investment funds associated with Bain Capital Partners, The Blackstone Group, Goldman Sachs & Co., Kohlberg Kravis Roberts & Co., Providence Equity Partners, Silver Lake and TPG (collectively, the “Sponsors”).

SunGard is a wholly owned subsidiary of SunGard Holdco LLC, which is wholly owned by SunGard Holding Corp., which is wholly owned by SunGard Capital Corp. II (“SCCII”), which is a subsidiary of SunGard Capital Corp. (“SCC”). All four of these companies were formed for the purpose of facilitating the LBO and are collectively referred to as the “Holding Companies.” SCC, SCCII and SunGard are separate reporting companies and, together with their direct and indirect subsidiaries, are collectively referred to as the “Company”.

The Company has four reportable segments: Financial Systems (“FS”), Higher Education (“HE”), Public Sector (“PS”) and Availability Services (“AS”). Effective January 1, 2011, the Company’s K-12 business was transferred from PS to HE. The balances at December 31, 2010 and for the three and six months ended June 30, 2010 have been revised to include this business in HE. The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All significant intercompany transactions and accounts have been eliminated.

The accompanying interim consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. Interim financial reporting does not include all of the information and footnotes required by GAAP for annual financial statements. The interim financial information is unaudited, but, in the opinion of management, includes all adjustments, consisting only of normal recurring adjustments necessary to provide a fair statement of results for the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.

In May 2011, the Financial Accounting Standard Board (FASB) revised the fair value measurement and disclosure requirements so that the requirements under GAAP and International Financial Reporting Standards (“IFRS”) are the same. The guidance clarifies the FASB’s intent about the application of existing fair value measurements and requires enhanced disclosures, most significantly related to unobservable inputs used in a fair value measurement that is categorized within Level 3 of the fair value hierarchy. The guidance is effective prospectively during interim and annual periods beginning after December 15, 2011. The Company does not anticipate that this adoption will have a significant impact on the financial position or results of operations.

In June 2011, the FASB amended guidance relating to the presentation requirements of comprehensive income within an entity’s financial statements. Under the guidance, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income in a single continuous statement or in two separate but consecutive statements. The amended guidance eliminates the previously available option of presenting the components of other comprehensive income as part of the statement of changes in equity. In addition, an entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement where the components of net income and the components of other comprehensive income are presented. The amendment is effective for fiscal years beginning after December 15, 2011 and will be applied retrospectively.

2. Revision:

During the second quarter of 2011, the Company identified a classification error within its consolidated statements of operations. The misclassification resulted in overstating the product development expense line item on the statement of operations. Generally, the offsetting understatement was to cost of sales and direct operating expenses. The error in classification had no impact on total reported expenses for any period and therefore had no impact on operating or net income. The Company assessed the materiality of this item on previously reported periods and concluded the misclassification error was not material and did not warrant restatement of previously issued financial statements. Accordingly, product development expense for the three- and six-month periods ended June 30, 2010 has been revised from $93 million to $69 million and from $189 million to $141 million, respectively, to correct the immaterial misclassification. In future filings, any comparative period presentations will be revised when those periods are presented.

11

3. Acquisitions and Discontinued Operations:

Acquisitions

The Company seeks to acquire businesses that broaden its existing product lines and service offerings by adding complementary products and service offerings and by expanding its geographic reach. During the six months ended June 30, 2011, the Company completed three acquisitions in its FS segment. Cash paid, net of cash acquired and subject to certain adjustments, was $26 million.

Discontinued Operations

In December 2010, the Company sold its PS UK business. The results for the discontinued operations for the three-and six-months ended June 30, 2010 were as follows (in millions):

	Three Months Ended			Six Months Ended
	June 30, 2010			June 30, 2010
Revenue	$	45		$	94
Operating income		1			4
Income before income taxes		1			4
Provision for income taxes		(1	)		(2	)
Income from discontinued operations	$	—		$	2

4. Goodwill:

The following table summarizes changes in goodwill by segment (in millions):

	Cost														Cumulative Impairment
	FS			HE			PS		AS			Subtotal			HE			PS			AS			Subtotal			Total
Balance at December 31, 2010	$	3,450		$	1,048		$	436	$	2,203		$	7,137		$	(32	)	$	(205	)	$	(1,126	)	$	(1,363	)	$	5,774
2011 acquisitions		6			—			—		—			6			—			—			—			—			6
Tax benefits realized from the exercise of stock options related to the LBO and other		(2	)		(1	)		—		(2	)		(5	)		—			—			—			—			(5	)
Effect of foreign currency translation		42			—			—		8			50			—			—			—			—			50
Balance at June 30, 2011	$	3,496		$	1,047		$	436	$	2,209		$	7,188		$	(32	)	$	(205	)	$	(1,126	)	$	(1,363	)	$	5,825

Effective January 1, 2011, the Company’s K-12 business was transferred from PS to HE. The balances at December 31, 2010 have been revised to include this business in HE.

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5. Clearing Broker Assets and Liabilities:

Clearing broker assets and liabilities are comprised of the following (in millions):

	December 31, 2010		June 30, 2011
Segregated customer cash and treasury bills	$	57	$	65
Collateral for securities borrowed		154		190
Receivables from customers and other		19		22
Clearing broker assets	$	230	$	277
Payables to customers	$	19	$	14
Collateral for securities loaned		137		173
Payable to brokers and dealers		54		63
Clearing broker liabilities	$	210	$	250

Segregated customer cash and treasury bills are held by the Company on behalf of customers. Securities borrowed and loaned are collateralized financing transactions which are cash deposits made to or received from other broker/dealers. Receivables from and payables to customers represent amounts due or payable on cash and margin transactions.

6. Debt and Derivatives:

On January 31, 2011, SunGard entered into the First Refinancing Amendment to its Amended and Restated Senior Secured Credit Agreement, dated as of June 9, 2009 (“Credit Agreement”) to, among other things, (a) eliminate the LIBOR and base rate floors and (b) reduce the Eurocurrency rate spread from 3.75% to 3.50% and the base rate spread from 2.75% to 2.50% with no impact on maturity.

On March 11, 2011, SunGard entered into the Second Refinancing and Incremental Amendment to its Credit Agreement to, among other things, obtain new revolving credit commitments in an aggregate amount equal to $300 million that will terminate on May 11, 2013, thereby increasing the Company’s revolving credit commitments by $50 million, to $880 million, all of which now have been extended to (or expire on) May 11, 2013.

The Company uses interest rate swap agreements to manage the amount of its floating rate debt in order to reduce its exposure to variable rate interest payments associated with the senior secured credit facilities. Each of these swap agreements is designated as a cash flow hedge. SunGard pays a stream of fixed interest payments for the term of the swap, and in turn, receives variable interest payments based on LIBOR. The net receipt or payment from the interest rate swap agreements is included in interest expense. The Company does not enter into interest rate swaps for speculative or trading purposes. A summary of the Company’s interest rate swaps follows:

Inception	Maturity	Notional Amount (in millions)		Interest rate paid			Interest rate received (LIBOR)
January/February 2009	February 2012	$	1,200		1.78	%	1-Month
February 2010	May 2013		500		1.99	%	3-Month
Total / Weighted Average interest rate		$	1,700		1.84	%

The fair values of interest rate swaps designated as cash flow hedging instruments, included in other accrued expenses on the consolidated balance sheets, are $38 million and $24 million as of December 31, 2010 and June 30, 2011, respectively.

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The table below summarizes the impact of the effective portion of interest rate swaps on the balance sheets and statements of operations for the three and six months ended June 30, 2010 and 2011 (in millions):

	Classification	Three Months Ended June  30,						Six Months Ended June  30,
		2010			2011			2010			2011
Gain (loss) recognized in Accumulated Other Comprehensive Income (OCI)	OCI	$	(17	)	$	(9	)	$	(37	)	$	(10	)
Loss reclassified from accumulated OCI into income	Interest expense and amortization of deferred financing fees		20			7			42			20

The Company has no ineffectiveness related to its swap agreements.

The Company expects to reclassify in the next twelve months approximately $21 million from OCI into earnings related to the Company’s interest rate swaps based on the borrowing rates at June 30, 2011.

7. Fair Value Measurements:

The following table summarizes assets and liabilities measured at fair value on a recurring basis at June 30, 2011 (in millions):

	Fair Value Measures Using						Total
	Level 1		Level 2		Level 3
Assets
Cash and cash equivalents - money market funds	$	282	$	—	$	—	$	282
Liabilities
Interest rate swap agreements and other	$	—	$	24	$	—	$	24

The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2010 (in millions):

	Fair Value Measures Using						Total
	Level 1		Level 2		Level 3
Assets
Cash and cash equivalents - money market funds	$	210	$	—	$	—	$	210
Clearing broker assets - treasury bills		2		—		—		2
	$	212	$	—	$	—	$	212
Liabilities
Interest rate swap agreements and other	$	—	$	34	$	—	$	34

A Level 1 fair value measure is based upon quoted prices in active markets for identical assets or liabilities. A Level 2 fair value measure is based upon quoted prices for similar assets and liabilities in active markets or inputs that are observable. A Level 3 fair value measure is based upon inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).

Cash and cash equivalents – money market funds and Clearing broker assets – U.S. treasury bills are recognized and measured at fair value in the Company’s financial statements. Fair values of the interest rate swap agreements are calculated using a discounted cash flow model using observable applicable market swap rates and assumptions and are compared to market valuations obtained from brokers.

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The following table presents the carrying amount and estimated fair value of the Company’s debt, including current portion and excluding the interest rate swaps, as of December 31, 2010 and June 30, 2011 (in millions):

	December 31, 2010				June 30, 2011
	Carrying Value		Fair Value		Carrying Value		Fair Value
Floating rate debt	$	4,707	$	4,644	$	4,725	$	4,689
Fixed rate debt		3,348		3,432		3,353		3,429

The fair value of the Company’s floating rate and fixed rate long-term debt is primarily based on market rates.

8. Comprehensive Income (Loss):

Comprehensive income (loss) consists of net income (loss) adjusted for other increases and decreases affecting stockholder’s equity that are excluded from the determination of net income (loss). The calculation of comprehensive income (loss) follows (in millions):

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2011			2010			2011
Net loss	$	(21	)	$	(73	)	$	(75	)	$	(96	)
Foreign currency translation gains (losses)		(78	)		18			(139	)		75
Unrealized gains (losses) on derivative instruments		1			(3	)		3			5
Comprehensive income (loss)	$	(98	)	$	(58	)	$	(211	)	$	(16	)

9. Equity:

A rollforward of SCC’s equity for 2011 follows (in millions):

	SunGard Capital Corp. stockholders												Noncontrolling interest
	Class L - temporary equity			Class A - temporary equity			Permanent equity			Total			Temporary equity			Permanent equity		Total
Balance at December 31, 2010	$	87		$	11		$	(330	)	$	(232	)	$	54		$	1,782	$	1,836
Net income (loss)		—			—			(205	)		(205	)		(10	)		119		109
Foreign currency translation		—			—			75			75			—			—		—
Net unrealized gain on derivative instruments		—			—			5			5			—			—		—
Comprehensive income (loss)		—			—			(125	)		(125	)		(10	)		119		109
Stock compensation expense		—			—			15			15			—			—		—
Termination of put options due to employee terminations and other		(36	)		(4	)		41			1			(16	)		16		—
Issuance of common and preferred stock		(1	)		—			3			2			—			—		—
Purchase of treasury stock		—			—			(1	)		(1	)		—			—		—
Transfer intrinsic value of vested restricted stock units		5			—			(8	)		(3	)		3			—		3
Other		—			—			(8	)		(8	)		—			—		—
Balance at June 30, 2011	$	55		$	7		$	(413	)	$	(351	)	$	31		$	1,917	$	1,948

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A rollforward of SCC’s equity for 2010 follows (in millions):

	SunGard Capital Corp. stockholders											Noncontrolling interest
	Class L - temporary equity			Class A - temporary equity		Permanent equity			Total			Temporary equity			Permanent equity			Total
Balance at December 31, 2009	$	88		$	11	$	321		$	420		$	51		$	1,593		$	1,644
Net income (loss)		—			—		(171	)		(171	)		3			93			96
Foreign currency translation		—			—		(139	)		(139	)		—			—			—
Net unrealized gain on derivative instruments		—			—		3			3			—			—			—
Comprehensive income (loss)		—			—		(307	)		(307	)		3			93			96
Stock compensation expense		—			—		17			17			—			—			—
Termination of put options due to employee terminations and other		(2	)		—		—			(2	)		(1	)		1			—
Purchase of treasury stock		—			—		(1	)		(1	)		—			(1	)		(1	)
Transfer intrinsic value of vested restricted stock units		4			—		(6	)		(2	)		2			—			2
Balance at June 30, 2010	$	90		$	11	$	24		$	125		$	55		$	1,686		$	1,741

In the case of termination of employment resulting from disability or death, an employee or his/her estate may exercise a put option which would require the Company to repurchase vested shares at the current fair market value. These common or preferred shares must be classified as temporary equity (between liabilities and equity) on the balance sheet of SCC and SCCII. At vesting or exercise, grant-date intrinsic value or exercise value, respectively, is reclassified to temporary equity. On termination of employment, the value included in temporary equity is reclassified to permanent equity.

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10. Segment Information:

The Company has four reportable segments: FS, HE and PS, which together form the Company’s Software & Processing Solutions business, and AS. The Company evaluates the performance of its segments based on operating results before interest, income taxes, amortization of acquisition-related intangible assets, stock compensation and certain other costs. Effective January 1, 2011, the Company’s K-12 business was transferred from PS to HE. The results for 2010 have been revised to include this business in HE. The operating results apply to each of SCC, SCCII and SunGard unless otherwise noted. The operating results for each segment follow (in millions):

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2011			2010			2011
Revenue:
Financial systems	$	702		$	714		$	1,362		$	1,386
Higher education		150			150			286			290
Public sector		36			36			71			70
Software & processing solutions		888			900			1,719			1,746
Availability services		365			366			734			730
	$	1,253		$	1,266		$	2,453		$	2,476
Depreciation and amortization:
Financial systems	$	21		$	21		$	40		$	42
Higher education		3			3			7			7
Public sector		1			2			2			3
Software & processing solutions		25			26			49			52
Availability services		47			46			97			92
	$	72		$	72		$	146		$	144
Income (loss) from operations:
Financial systems	$	147		$	139		$	261		$	254
Higher education		37			44			71			71
Public sector		10			10			18			20
Software & processing solutions		194			193			350			345
Availability services		84			81			154			154
Corporate and other items (1)		(141	)		(158	)		(286	)		(308	)
Other costs		(12	)		(10	)		(22	)		(22	)
	$	125		$	106		$	196		$	169
Cash paid for property and equipment and software:
Financial systems	$	21		$	21		$	41		$	44
Higher education		2			2			4			5
Public sector		2			1			4			2
Software & processing solutions		25			24			49			51
Availability services		46			45			97			80
Corporate administration		—			—			1			2
	$	71		$	69		$	147		$	133

(1) Includes corporate administrative expenses, stock compensation expense, management fees paid to the Sponsors, other items and amortization of acquisition-related intangible assets of $120 million and $119 million for the three months ended June 30, 2010 and 2011, respectively, and $240 million and $244 million for the six months ended June 30, 2010 and 2011, respectively.

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Amortization of acquisition-related intangible assets by segment follows (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2010		2011		2010		2011
Amortization of acquisition-related intangible assets:
Financial systems	$	64	$	63	$	128	$	132	(1)
Higher education		10		10		20		20
Public sector		3		3		7		6
Software & processing solutions		77		76		155		158
Availability services		43		43		85		86
	$	120	$	119	$	240	$	244

(1) Amortization of acquisition-related intangible assets in 2011 includes impairment charges related to customer base and software, respectively, for a subsidiary in the FS segment of approximately $3 million and $4 million.

The FS Segment is organized to align with customer-facing business areas. FS revenue by these business areas follows (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2010		2011		2010		2011
Capital Markets	$	167	$	186	$	319	$	361
Global Trading		184		148		346		299
Asset Management		86		96		171		185
Wealth Management		95		87		187		178
Banking		48		57		91		104
Corporate Liquidity		42		50		87		91
Insurance		44		42		82		81
Global Services & Distribution		29		39		63		71
Other		7		9		16		16
Total Financial Systems	$	702	$	714	$	1,362	$	1,386

11. Related Party Transactions:

In accordance with the Management Agreement between the Company and affiliates of the Sponsors, the Company recorded $3 million and $2 million of management fees in sales, marketing and administration expenses during each of the three months ended June 30, 2010 and 2011, respectively. The Company recorded $7 million and $6 million of management fees in sales, marketing and administration expenses during each of the six months ended June 30, 2010 and 2011, respectively. At December 31, 2010 and June 30, 2011, $6 million and $5 million, respectively, was included in other accrued expenses.

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12. Supplemental Cash Flow Information:

Supplemental cash flow information for the six months ended June 30, 2010 and 2011 follows (in millions):

	Six Months Ended June 30,
Supplemental information:	2010			2011
Acquired businesses:
Property and equipment	$	2		$	1
Software products		3			11
Customer base		10			12
Goodwill		2			6
Other tangible and intangible assets		3			—
Deferred income taxes		(2	)		(5	)
Purchase price obligations and debt assumed		(1	)		—
Net current liabilities assumed		(4	)		1
Cash paid for acquired businesses, net of cash acquired of $2 and $4, respectively	$	13		$	26

13. Subsequent Event:

As disclosed in a Form 8-K filed on August 5, 2011, the Company announced that SCC, SunGard, Datatel Parent Corp. (“Datatel”) and certain of their respective affiliates had entered into an Agreement and Plan of Merger dated as of August 4, 2011, and that SunGard, SunGard Higher Education Inc. and certain affiliates of Datatel had entered into an Asset Purchase Agreement dated as of August 4, 2011 (together, the “Transaction Agreements”) to sell SunGard’s HE business (excluding the K-12 Education business). The transactions are subject to customary closing conditions and could close as early as late in the fourth quarter of 2011 or as late as August 2, 2012. SunGard intends to use the transaction proceeds of $1.775 billion, less applicable taxes and fees, to repay a portion of its existing indebtedness.

14. Supplemental Guarantor Condensed Consolidating Financial Statements:

SunGard’s senior unsecured notes are jointly and severally, fully and unconditionally guaranteed on a senior unsecured basis and the senior subordinated notes are jointly and severally, fully and unconditionally guaranteed on an unsecured senior subordinated basis, in each case, subject to certain exceptions, by substantially all wholly owned, domestic subsidiaries of SunGard (collectively, the “Guarantors”). Each of the Guarantors is 100% owned, directly or indirectly, by SunGard. None of the other subsidiaries of SunGard, either direct or indirect, nor any of the Holding Companies guarantee the senior notes and senior subordinated notes (“Non-Guarantors”). The Guarantors and SunGard Holdco LLC also unconditionally guarantee the senior secured credit facilities.

The following tables present the financial position, results of operations and cash flows of SunGard (referred to as “Parent Company” for purposes of this note only), the Guarantor subsidiaries, the Non-Guarantor subsidiaries and Eliminations as of December 31, 2010 and June 30, 2011, and for the three and six month periods ended June 30, 2010 and 2011 to arrive at the information for SunGard on a consolidated basis. SCC and SCCII are neither parties nor guarantors to the debt issued as described in the notes to consolidated financial statements included in the Company’s Form 10-K for the year ended December 31, 2010.

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(in millions)	Supplemental Condensed Consolidating Balance Sheet December 31, 2010
	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current:
Cash and cash equivalents	$	179		$	—	$	599	$	—		$	778
Intercompany balances		(7,500	)		6,659		841		—			—
Trade receivables, net		2			702		357		—			1,061
Prepaid expenses, taxes and other current assets		2,729			85		309		(2,705	)		418
Total current assets		(4,590	)		7,446		2,106		(2,705	)		2,257
Property and equipment, net		—			602		316		—			918
Intangible assets, net		150			3,330		539		—			4,019
Intercompany balances		(4	)		—		4		—			—
Goodwill		—			4,657		1,117		—			5,774
Investment in subsidiaries		14,012			2,456		—		(16,468	)		—
Total Assets	$	9,568		$	18,491	$	4,082	$	(19,173	)	$	12,968
Liabilities and Stockholder’s Equity
Current:
Short-term and current portion of long-term debt	$	—		$	2	$	7	$	—		$	9
Accounts payable and other current liabilities		203			3,661		940		(2,705	)		2,099
Total current liabilities		203			3,663		947		(2,705	)		2,108
Long-term debt		7,607			2		437		—			8,046
Intercompany debt		(195	)		65		249		(119	)		—
Deferred income taxes		346			749		112		—			1,207
Total liabilities		7,961			4,479		1,745		(2,824	)		11,361
Total stockholder’s equity		1,607			14,012		2,337		(16,349	)		1,607
Total Liabilities and Stockholder’s Equity	$	9,568		$	18,491	$	4,082	$	(19,173	)	$	12,968

(in millions)	Supplemental Condensed Consolidating Balance Sheet June 30, 2011
	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current:
Cash and cash equivalents	$	224		$	4	$	593	$	—		$	821
Intercompany balances		(6,313	)		5,482		831		—			—
Trade receivables, net		1			720		330		—			1,051
Prepaid expenses, taxes and other current assets		1,310			89		436		(1,364	)		471
Total current assets		(4,778	)		6,295		2,190		(1,364	)		2,343
Property and equipment, net		—			607		319		—			926
Intangible assets, net		139			3,130		523		—			3,792
Intercompany balances		(8	)		1		7		—			—
Goodwill		—			4,652		1,173		—			5,825
Investment in subsidiaries		14,177			2,510		—		(16,687	)		—
Total Assets	$	9,530		$	17,195	$	4,212	$	(18,051	)	$	12,886
Liabilities and Stockholder’s Equity
Current:
Short-term and current portion of long-term debt	$	—		$	2	$	8	$	—		$	10
Accounts payable and other current liabilities		179			2,223		978		(1,364	)		2,016
Total current liabilities		179			2,225		986		(1,364	)		2,026
Long-term debt		7,609			3		456		—			8,068
Intercompany debt		(198	)		63		253		(118	)		—
Deferred income taxes		340			727		125		—			1,192
Total liabilities		7,930			3,018		1,820		(1,482	)		11,286
Total stockholder’s equity		1,600			14,177		2,392		(16,569	)		1,600
Total Liabilities and Stockholder’s Equity	$	9,530		$	17,195	$	4,212	$	(18,051	)	$	12,886

20

(in millions)	Supplemental Condensed Consolidating Schedule of Operations Three Months Ended June 30, 2010
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—		$	908		$	388		$	(43	)	$	1,253
Costs and expenses:
Cost of sales and direct operating		—			392			232			(43	)		581
Sales, marketing and administration		22			155			109			—			286
Product development		—			5			64			—			69
Depreciation and amortization		—			51			21			—			72
Amortization of acquisition-related intangible assets		1			101			18			—			120
		23			704			444			(43	)		1,128
Operating income (loss)		(23	)		204			(56	)		—			125
Net interest income (expense)		(148	)		(67	)		56			—			(159	)
Other income (expense)		92			11			14			(103	)		14
Income (loss) from continuing operations before income taxes		(79	)		148			14			(103	)		(20	)
Benefit from (provision for) income taxes		58			(56	)		(3	)		—			(1	)
Income (loss) from continuing operations		(21	)		92			11			(103	)		(21	)
Income from discontinued operations, net of tax		—			—			—			—			—
Net income (loss)	$	(21	)	$	92		$	11		$	(103	)	$	(21	)

(in millions)	Supplemental Condensed Consolidating Schedule of Operations Three Months Ended June 30, 2011
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—		$	866		$	399		$	1		$	1,266
Costs and expenses:
Cost of sales and direct operating		—			344			228			1			573
Sales, marketing and administration		39			157			117			—			313
Product development		—			24			59			—			83
Depreciation and amortization		—			49			23			—			72
Amortization of acquisition-related intangible assets		—			98			21			—			119
		39			672			448			1			1,160
Operating income (loss)		(39	)		194			(49	)		—			106
Net interest income (expense)		(118	)		(77	)		67			—			(128	)
Other income (expense)		29			12			—			(40	)		1
Income (loss) before income taxes		(128	)		129			18			(40	)		(21	)
Benefit from (provision for) income taxes		55			(101	)		(6	)		—			(52	)
Net income (loss)	$	(73	)	$	28		$	12		$	(40	)	$	(73	)

21

(in millions)	Supplemental Condensed Consolidating Schedule of Operations Six Months Ended June 30, 2010
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—		$	1,782		$	747		$	(76	)	$	2,453
Costs and expenses:
Cost of sales and direct operating		—			783			466			(76	)		1,173
Sales, marketing and administration		50			293			214			—			557
Product development		—			45			96			—			141
Depreciation and amortization		—			105			41			—			146
Amortization of acquisition-related intangible assets		1			202			37			—			240
		51			1,428			854			(76	)		2,257
Operating income (loss)		(51	)		354			(107	)		—			196
Net interest income (expense)		(295	)		(123	)		100			—			(318	)
Other income (expense)		152			8			14			(160	)		14
Income (loss) from continuing operations before income taxes		(194	)		239			7			(160	)		(108	)
Benefit from (provision for) income taxes		119			(87	)		(1	)		—			31
Income (loss) from continuing operations		(75	)		152			6			(160	)		(77	)
Income from discontinued operations, net of tax		—			—			2			—			2
Net income (loss)	$	(75	)	$	152		$	8		$	(160	)	$	(75	)

(in millions)	Supplemental Condensed Consolidating Schedule of Operations Six Months Ended June 30, 2011
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—		$	1,711		$	765		$	—		$	2,476
Costs and expenses:
Cost of sales and direct operating		—			708			450			—			1,158
Sales, marketing and administration		65			302			230			—			597
Product development		—			48			116			—			164
Depreciation and amortization		—			99			45			—			144
Amortization of acquisition-related intangible assets		—			195			49			—			244
		65			1,352			890			—			2,307
Operating income (loss)		(65	)		359			(125	)		—			169
Net interest income (expense)		(205	)		(112	)		53			—			(264	)
Other income (expense)		78			(50	)		—			(29	)		(1	)
Income (loss) before income taxes		(192	)		197			(72	)		(29	)		(96	)
Benefit from (provision for) income taxes		96			(118	)		22			—			—
Net income (loss)	$	(96	)	$	79		$	(50	)	$	(29	)	$	(96	)

22

(in millions)	Supplemental Condensed Consolidating Schedule of Cash Flows Six Months ended June 30, 2010
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flow from operations:
Net income (loss)	$	(75	)	$	152		$	8		$	(160	)	$	(75	)
Income (loss) from discontinued operations		—			—			2			—			2
Income (loss) from continuing operations		(75	)		152			6			(160	)		(77	)
Non cash adjustments		(110	)		244			59			160			353
Changes in operating assets and liabilities		(95	)		92			(38	)		—			(41	)
Cash flow provided by (used in) continuing operations		(280	)		488			27			—			235
Cash flow provided by (used in) discontinued operations		—			—			12			—			12
Cash flow provided by (used in) operations		(280	)		488			39			—			247
Investment activities:
Intercompany transactions		407			(381	)		(26	)		—			—
Cash paid for acquired businesses, net of cash acquired		—			—			(13	)		—			(13	)
Cash paid for property and equipment and software		—			(113	)		(34	)		—			(147	)
Other investing activities		—			10			(2	)		—			8
Cash provided by (used in) continuing operations		407			(484	)		(75	)		—			(152	)
Cash provided by (used in) discontinued operations		—			—			(1	)					(1	)
Cash provided by (used in) investment activities		407			(484	)		(76	)		—			(153	)
Financing activities:
Net repayments of long-term debt		(23	)		(2	)		19			—			(6	)
Other financing activities		(4	)		—			—			—			(4	)
Cash provided by (used in) continuing operations		(27	)		(2	)		19			—			(10	)
Cash provided by (used in) discontinued operations		—			—			—			—			—
Cash provided by (used in) financing activities		(27	)		(2	)		19			—			(10	)
Effect of exchange rate changes on cash		—			—			(19	)		—			(19	)
Increase (decrease) in cash and cash equivalents		100			2			(37	)		—			65
Beginning cash and cash equivalents		126			(9	)		547			—			664
Ending cash and cash equivalents	$	226		$	(7	)	$	510		$	—		$	729

23

(in millions)	Supplemental Condensed Consolidating Schedule of Cash Flows Six Months ended June 30, 2011
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flow from operations:
Net income (loss)	$	(96	)	$	79		$	(50	)	$	(29	)	$	(96	)
Non cash adjustments		(53	)		322			98			29			396
Changes in operating assets and liabilities		82			(131	)		(74	)		—			(123	)
Cash flow provided by (used in) operations		(67	)		270			(26	)		—			177
Investment activities:
Intercompany transactions		127			(165	)		38			—			—
Cash paid for acquired businesses, net of cash acquired		—			(6	)		(20	)		—			(26	)
Cash paid for property and equipment and software		(1	)		(96	)		(36	)		—			(133	)
Other investing activities		(3	)		—			2			—			(1	)
Cash provided by (used in) investment activities		123			(267	)		(16	)		—			(160	)
Financing activities:
Net repayments of long-term debt		(5	)		1			16			—			12
Other financing activities		(6	)		—			(1	)		—			(7	)
Cash provided by (used in) financing activities		(11	)		1			15			—			5
Effect of exchange rate changes on cash		—			—			21			—			21
Increase (decrease) in cash and cash equivalents		45			4			(6	)		—			43
Beginning cash and cash equivalents		179			—			599			—			778
Ending cash and cash equivalents	$	224		$	4		$	593		$	—		$	821

24

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

The following discussion and analysis supplement the management’s discussion and analysis in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 and presumes that readers have read or have access to the discussion and analysis in this filing. The following discussion and analysis includes historical and certain forward-looking information that should be read together with the accompanying Consolidated Financial Statements, related footnotes, and the discussion below of certain risks and uncertainties that could cause future operating results to differ materially from historical results or from the expected results indicated by forward-looking statements. The following discussion reflects the results of operations and financial condition of SCC, which are materially the same as the results of operations and financial condition of SCCII and SunGard. Therefore, the discussions provided are applicable to each of SCC, SCCII and SunGard unless otherwise noted.

Except as otherwise noted, all explanations below exclude the impacts from changes in currency translation, which we refer to as constant currency, a non-GAAP measure. We believe presenting our results on a constant currency basis is meaningful for assessing how our underlying businesses have performed due to the fact that we have international operations that are material to our overall operations. As a result, total revenues and expenses are affected by changes in the U.S. Dollar against international currencies. To present this information, current period results for entities reporting in currencies other than U.S. Dollars are converted into U.S. Dollars at the average exchange rate used in the prior year period rather than the actual exchange rates in effect during the current year period. In each of the tables below, we present the percent change based on actual, rounded results in reported currency and in constant currency.

25

Results of Operations:

Three Months Ended June 30, 2011 Compared To Three Months Ended June 30, 2010

The following table sets forth, for the periods indicated, certain amounts included in our Consolidated Statements of Operations, the relative percentage that those amounts represent to consolidated revenue (unless otherwise indicated), and the percentage change in those amounts from period to period.

																Constant Currency
	Three Months Ended June 30,						Three Months Ended June 30,						Percent Increase (Decrease)			Three Months Ended June 30,						Percent Increase (Decrease)
	2010						2011						2011 vs. 2010			2011						2011 vs. 2010
				percent of revenue						percent of revenue									percent of revenue
(in millions)
Revenue
Financial systems (FS)	$	702			56	%	$	714			56	%		2	%	$	684			56	%		(3	)%
Higher education (HE)		150			12	%		150			12	%		—	%		149			12	%		(1	)%
Public sector (PS)		36			3	%		36			3	%		—	%		36			3	%		—	%
Software & processing solutions		888			71	%		900			71	%		1	%		869			71	%		(2	)%
Availability services (AS)		365			29	%		366			29	%		—	%		356			29	%		(3	)%
	$	1,253			100	%	$	1,266			100	%		1	%	$	1,225			100	%		(2	)%
Costs and Expenses
Cost of sales and direct operating	$	581			46	%	$	573			45	%		(1	)%	$	556			45	%		(4	)%
Sales, marketing and administration		286			23	%		313			25	%		9	%		300			24	%		5	%
Product development		69			6	%		83			7	%		20	%		76			6	%		10	%
Depreciation and amortization		72			6	%		72			6	%		—	%		70			6	%		(3	)%
Amortization of acquisition-related intangible assets		120			10	%		119			9	%		(1	)%		119			10	%		(1	)%
	$	1,128			90	%	$	1,160			92	%		3	%	$	1,121			92	%		(1	)%
Operating Income
Financial systems (1)	$	147			21	%	$	139			19	%		(5	)%	$	139			20	%		(5	)%
Higher education (1)		37			25	%		44			29	%		19	%		44			30	%		19	%
Public sector (1)		10			28	%		10			28	%		—	%		10			28	%		—	%
Software & processing solutions (1)		194			22	%		193			21	%		(1	)%		193			22	%		(1	)%
Availability services (1)		84			23	%		81			22	%		(4	)%		79			22	%		(6	)%
Corporate administration		(12	)		(1	)%		(30	)		(2	)%		150	%		(30	)		(2	)%		150	%
Amortization of acquisition-related intangible assets		(120	)		(10	)%		(119	)		(9	)%		(1	)%		(119	)		(10	)%		(1	)%
Stock compensation expense		(9	)		(1	)%		(9	)		(1	)%		—	%		(9	)		(1	)%		—	%
Other costs (2)		(12	)		(1	)%		(10	)		(1	)%		(17	)%		(10	)		(1	)%		(17	)%
	$	125			10	%	$	106			8	%		(15	)%	$	104			8	%		(17	)%

(1) Percent of revenue is calculated as a percent of revenue from FS, HE, PS, Software and Processing Solutions, and AS, respectively.

(2) Other costs include certain purchase accounting adjustments, management fees paid to the Sponsors and certain other costs, partially offset in each year by capitalized software development costs.

26

The following table sets forth, for the periods indicated, certain supplemental revenue data, the relative percentage that those amounts represent to total revenue and the percentage change in those amounts from period to period.

														Constant Currency
	Three Months Ended June  30, 2010					Three Months Ended June  30, 2011					Percent Increase (Decrease) 2011 vs. 2010			Three Months Ended June  30, 2011					Percent Increase (Decrease) 2011 vs. 2010
			percent of revenue					percent of revenue								percent of revenue
(in millions)
Financial Systems
Services	$	600		48	%	$	616		49	%		3	%	$	593		48	%		(1	)%
License and resale fees		70		6	%		73		6	%		4	%		66		5	%		(6	)%
Total products and services		670		53	%		689		54	%		3	%		659		54	%		(2	)%
Reimbursed expenses		32		3	%		25		2	%		(22	)%		25		2	%		(22	)%
	$	702		56	%	$	714		56	%		2	%	$	684		56	%		(3	)%
Higher Education
Services	$	121		10	%	$	118		9	%		(2	)%	$	117		10	%		(3	)%
License and resale fees		27		2	%		30		2	%		11	%		30		2	%		11	%
Total products and services		148		12	%		148		12	%		—	%		147		12	%		(1	)%
Reimbursed expenses		2		—	%		2		—	%		—	%		2		—	%		—	%
	$	150		12	%	$	150		12	%		—	%	$	149		12	%		(1	)%
Public Sector
Services	$	30		2	%	$	31		2	%		3	%	$	31		3	%		3	%
License and resale fees		6		—	%		5		—	%		(17	)%		5		—	%		(17	)%
Total products and services		36		3	%		36		3	%		—	%		36		3	%		—	%
Reimbursed expenses		—		—	%		—		—	%		—	%		—		—	%		—	%
	$	36		3	%	$	36		3	%		—	%	$	36		3	%		—	%
Software & Processing Solutions
Services	$	751		60	%	$	765		60	%		2	%	$	741		60	%		(1	)%
License and resale fees		103		8	%		108		9	%		5	%		101		8	%		(2	)%
Total products and services		854		68	%		873		69	%		2	%		842		69	%		(1	)%
Reimbursed expenses		34		3	%		27		2	%		(21	)%		27		2	%		(21	)%
	$	888		71	%	$	900		71	%		1	%	$	869		71	%		(2	)%
Availability Services
Services	$	361		29	%	$	361		29	%		—	%	$	351		29	%		(3	)%
License and resale fees		—		—	%		1		—	%		—	%		1		—	%		—	%
Total products and services		361		29	%		362		29	%		—	%		352		29	%		(2	)%
Reimbursed expenses		4		—	%		4		—	%		—	%		4		—	%		—	%
	$	365		29	%	$	366		29	%		—	%	$	356		29	%		(2	)%
Total Revenue
Services	$	1,112		89	%	$	1,126		89	%		1	%	$	1,092		89	%		(2	)%
License and resale fees		103		8	%		109		9	%		6	%		102		8	%		(1	)%
Total products and services		1,215		97	%		1,235		98	%		2	%		1,194		97	%		(2	)%
Reimbursed expenses		38		3	%		31		2	%		(18	)%		31		3	%		(18	)%
	$	1,253		100	%	$	1,266		100	%		1	%	$	1,225		100	%		(2	)%

27

Results of operations, excluding broker/dealer business

We assess our performance both with and without one of our global trading businesses, a broker/dealer with an inherently lower margin than our other software and processing businesses, whose performance is a function of market volatility and customer mix (the “Broker/Dealer”). By excluding the Broker/Dealer’s results, we are able to perform additional analysis of our business which we believe is important in understanding the results of both the Broker/Dealer and the software and processing businesses. We use the information excluding the Broker/Dealer business for a variety of purposes and we regularly communicate our results excluding this business to our board of directors.

The following is a reconciliation of revenue excluding the Broker/Dealer and operating income (loss) excluding the Broker/Dealer, which are each non-GAAP measures, to the corresponding reported GAAP measures that we believe to be most directly comparable. While these adjusted results are useful for analysis purposes, they should not be considered as an alternative to our reported GAAP results.

	Three Months Ended June 30,
										Constant Currency
	2010			2011			% change			2011			% change
Revenue
Total	$	1,253		$	1,266			1	%	$	1,225			(2	) %
Less Broker/Dealer business		65			28						28
Total excluding Broker/Dealer business	$	1,188		$	1,238			4	%	$	1,197			1	%
Financial Systems	$	702		$	714			2	%	$	684			(3	) %
Less Broker/Dealer business		65			28						28
Financial Systems excluding Broker/Dealer business	$	637		$	686			8	%	$	656			3	%
Operating Income (loss)
Total	$	125		$	106			(15	) %	$	104			(17	) %
Less Broker/Dealer business		(17	) (1)		(2	) (1)					(2	) (1)
Total excluding Broker/Dealer business	$	142		$	108			(24	) %	$	106			(25	) %
Operating margin excluding Broker/Dealer business		12	%		9	%					9	%
Financial Systems	$	147		$	139			(5	) %	$	139			(5	) %
Less Broker/Dealer business		(8	) (1)		(1	) (1)					(1	) (1)
Financial Systems excluding Broker/Dealer business	$	155		$	140			(10	) %	$	140			(10	) %
Operating margin excluding Broker/Dealer business		24	%		20	%					21	%

(1) The operating income related to the Broker/Dealer excluded from Total and FS differ because we evaluate performance of our segments based on operating results before amortization of acquisition-related intangible assets, stock compensation and certain other costs.

28

Income from Operations:

Our total operating margin was 8% for the three months ended June 30, 2011, compared to 10% for the three months ended June 30, 2010. Excluding the Broker/Dealer, total operating margin was 9% for the three month period ended June 30, 2011 compared to 12% for the three month period ended June 30, 2010. The decrease is primarily due to an increase in FS and corporate employment-related expenses, including $9 million of executive transition costs, partially offset by improved operating performance of our HE solutions business and a $6 million increase in license fees.

Financial Systems:

The FS operating margin was 20% and 21% for the three months ended June 30, 2011 and 2010, respectively. Excluding the impact of the Broker/Dealer, the FS operating margin was approximately 21% and 24% in the three months ended June 30, 2011 and 2010, respectively. This decrease is due mainly to increased employment-related costs resulting from business expansion, merit increases, increased development and professional services expenses. These expense increases were partially offset by a decrease in currency transaction losses and a $3 million increase in license fees.

Higher Education:

The HE operating margin was 30% and 25% for the three months ended June 30, 2011 and 2010, respectively. The operating margin increased primarily due from replacing low-margin revenue from a customer user conference held in the second quarter of 2010 (held in the first quarter of 2011) with a $4 million increase in high-margin license fees and professional services revenue. The increases were partially offset by a decrease in the operating margin of managed services, due in part to customer attrition.

Public Sector:

The PS operating margin was 28% for each of the three months ended June 30, 2011 and 2010, respectively.

Availability Services:

The AS operating margin was 22% and 23% for the three months ended June 30, 2011 and 2010, respectively. In North America, employment-related cost savings, reduced equipment expense and reduced depreciation and amortization improved the margin on lower revenue in our recovery services business. Also in North America, higher advertising costs reduced the margin. In Europe, higher facilities costs reduced the operating margin on higher revenue.

Revenue:

Total reported revenue increased $13 million or 1% for the three months ended June 30, 2011 compared to the second quarter of 2010. On a constant currency basis, excluding the Broker/Dealer, revenue increased 1%.

Financial Systems:

FS reported revenue increased $12 million or 2% in the second quarter of 2011 from the prior year period, but decreased 3% on a constant currency basis. On a constant currency basis and excluding the Broker/Dealer, revenue increased 3%. Processing revenue increased $15 million, or 8%, due mainly to increases in transaction volumes and additional hosted services. Software maintenance revenue decreased $4 million, or 3%, due mainly to customer attrition. Professional services revenue increased $3 million, or 2%, due mainly to the impact of acquired businesses, partially offset by completion of projects. Reported revenue from license and resale fees included software license revenue of $69 million, an increase of $3 million compared to the same quarter in 2010. On a constant currency basis, software license revenue decreased $4 million.

Higher Education:

HE reported revenue was $150 million for the three months ended March 31, 2011, unchanged from the corresponding period in 2010. On a constant currency basis, revenue decreased $1 million. Decreases in customer

29

conference revenue, due to the timing of the conference being held in the second quarter of 2010 rather than the first quarter of 2011, and managed services revenue, due to customer attrition, were mostly offset by increases in software license fees, professional services and software maintenance revenue, due mainly to annual rate increases. Revenue from license and resale fees included software license revenue of $15 million in the three months ended June 30, 2011, a $4 million increase from the prior year period.

Public Sector:

PS revenue was $36 million for the three months ended June 30, 2011, unchanged from the corresponding period in 2010. Increases in software maintenance and professional services were offset by a decrease in license fees. Revenue from license and resale fees included software license revenue of $2 million in the three months ended June 30, 2011, a $1 million decrease from the prior year period.

Availability Services:

AS reported revenue increased $1 million in the second quarter of 2011 from the prior year period. On a constant currency basis, revenue decreased 2% in the quarter. In North America, which accounts for approximately 80% of our AS business, revenue decreased 4%, where decreases in recovery services and professional services revenue exceeded growth in managed services revenue. Revenue in Europe, primarily from our U.K. operations, was unchanged, where an increase in managed services revenue was offset by a decrease in recovery services revenue. Most of our recovery services revenue is derived from tape-based solutions. Recovery services has been shifting from tape-based solutions to disk-based and managed service solutions. We expect this shift to continue in the future.

Costs and Expenses:

Cost of sales and direct operating expenses as a percentage of total revenue was 45% and 46% in the three-month periods ended June 30, 2011 and 2010, respectively. Excluding the Broker/Dealer’s expenses of $28 million in 2011 and $64 million in 2010, cost of sales and direct operating expenses as a percentage of total revenue (also excluding the Broker/Dealer) was 44% in each of the three months ended June 30, 2011 and 2010 and increased $11 million. Impacting the period were higher FS employment-related expenses, the impact of acquired businesses and higher AS facilities costs, mainly utilities and a new facility added during the second quarter of the prior year, partially offset by lower AS and HE employment-related costs, timing of the HE customer user conference and lower AS equipment expense.

Sales, marketing and administration expenses as a percentage of total revenue was 24% and 23% in the three-month periods ended June 30, 2011 and 2010, respectively. Excluding the Broker/Dealer, sales, marketing and administration expenses as a percentage of total revenue (also excluding the Broker/Dealer) was 25% and 24% in the three months ended June 30, 2011 and 2010, respectively. Increases in sales, marketing and administration expenses were primarily due to increases in corporate, FS and HE employment-related expenses, including the executive transition costs, increased AS advertising and FS professional services expense, partially offset by a decrease in currency transaction losses.

Because AS product development costs are insignificant, it is more meaningful to measure product development expenses as a percentage of revenue from software and processing solutions. For the three months ended June 30, 2011 and 2010, product development costs were 9% and 8% of revenue from software and processing solutions, respectively. The increase is primarily related to increased FS employment-related expenses to enhance functionality to attract and retain customers. During the second quarter of 2011, we corrected a misclassification of expense between product development and cost of sales and direct operating expenses. Prior year amounts have been revised to conform to the current year presentation.

Amortization of acquisition-related intangible assets was 10% of total revenue in each of the three months ended June 30, 2011 and 2010. Excluding the Broker/Dealer, amortization of acquisition-related intangible assets was 10% of total revenue in each of the three months ended June 30, 2011 and 2010.

Interest expense was $129 million and $160 million for the three months ended June 30, 2011 and 2010, respectively. The decrease in interest expense was due primarily to interest rate decreases mainly due to the expiration of certain of our interest rate swaps and refinancing the senior notes due 2013 as well as decreased term loan borrowings resulting from prepayments that occurred in December 2010.

The effective income tax rates for the three months ended June 30, 2011 and 2010 were 248% and 5%, respectively. The rate in the second quarter of 2011 reflects a change in the projected mix of taxable income in various jurisdictions as well as a change in the total amount of projected taxable income for the year. Changes in the mix of income or the total amount of income for 2011 may significantly impact the estimated effective income tax rate for the year. The rate in the second quarter of 2010 reflects the different mix of taxable income in various jurisdictions as well as our ability to fully utilize foreign tax credits.

Accreted dividends on SCCII’s cumulative preferred stock were $55 million and $49 million for the three months ended June 30, 2011 and 2010, respectively. The increase in dividends is due to compounding. No dividends have been declared by SCCII.

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Six Months Ended June 30, 2011 Compared To Six Months Ended June 30, 2010

The following table sets forth, for the periods indicated, certain amounts included in our Consolidated Statements of Operations, the relative percentage that those amounts represent to consolidated revenue (unless otherwise indicated), and the percentage change in those amounts from period to period.

																Constant Currency
	Six Months Ended June 30,						Six Months Ended June 30,						Percent Increase (Decrease)			Six Months Ended June 30,						Percent Increase (Decrease)
	2010						2011						2011 vs. 2010			2011						2011 vs. 2010
				percent of revenue						percent of revenue									percent of revenue
(in millions)
Revenue
Financial systems (FS)	$	1,362			56	%	$	1,386			56	%		2	%	$	1,349			56	%		(1	)%
Higher education (HE)		286			12	%		290			12	%		1	%		289			12	%		1	%
Public sector (PS)		71			3	%		70			3	%		(1	)%		70			3	%		(1	)%
Software & processing solutions		1,719			70	%		1,746			71	%		2	%		1,708			70	%		(1	)%
Availability services (AS)		734			30	%		730			29	%		(1	)%		716			30	%		(2	)%
	$	2,453			100	%	$	2,476			100	%		1	%	$	2,424			100	%		(1	)%
Costs and Expenses
Cost of sales and direct operating	$	1,173			48	%	$	1,158			47	%		(1	)%	$	1,136			47	%		(3	)%
Sales, marketing and administration		557			23	%		597			24	%		7	%		579			24	%		4	%
Product development		141			6	%		164			7	%		16	%		154			6	%		9	%
Depreciation and amortization		146			6	%		144			6	%		(1	)%		141			6	%		(3	)%
Amortization of acquisition- related intangible assets		240			10	%		244			10	%		2	%		244			10	%		2	%
	$	2,257			92	%	$	2,307			93	%		2	%	$	2,254			93	%		—	%
Operating Income
Financial systems (1)	$	261			19	%	$	254			18	%		(3	)%	$	258			19	%		(1	)%
Higher education (1)		71			25	%		71			24	%		—	%		71			25	%		—	%
Public sector (1)		18			25	%		20			29	%		11	%		20			29	%		11	%
Software & processing solutions (1)		350			20	%		345			20	%		(1	)%		349			20	%		—	%
Availability services (1)		154			21	%		154			21	%		—	%		151			21	%		(2	)%
Corporate administration		(29	)		(1	)%		(49	)		(2	)%		69	%		(49	)		(2	)%		69	%
Amortization of acquisition- related intangible assets		(240	)		(10	)%		(244	)		(10	)%		2	%		(244	)		(10	)%		2	%
Stock compensation expense		(17	)		(1	)%		(15	)		(1	)%		(12	)%		(15	)		(1	)%		(12	)%
Other costs (2)		(22	)		(1	)%		(22	)		(1	)%		—	%		(22	)		(1	)%		—	%
	$	196			8	%	$	169			7	%		(14	)%	$	170			7	%		(13	)%

(1) Percent of revenue is calculated as a percent of revenue from FS, HE, PS, Software and Processing Solutions, and AS, respectively.

(2) Other costs include certain purchase accounting adjustments, management fees paid to the Sponsors and certain other costs, partially offset in each year by capitalized software development costs.

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The following table sets forth, for the periods indicated, certain supplemental revenue data, the relative percentage that those amounts represent to total revenue and the percentage change in those amounts from period to period.

														Constant Currency
	Six Months Ended June 30,					Six Months Ended June 30,					Percent Increase (Decrease)			Six Months Ended June 30,					Percent Increase (Decrease)
	2010					2011					2011 vs. 2010			2011					2011 vs. 2010
			percent of revenue					percent of revenue								percent of revenue
(in millions)
Financial Systems
Services	$	1,193		49	%	$	1,208		49	%		1	%	$	1,179		49	%		(1	)%
License and resale fees		115		5	%		127		5	%		10	%		119		5	%		3	%
Total products and services		1,308		53	%		1,335		54	%		2	%		1,298		54	%		(1	)%
Reimbursed expenses		54		2	%		51		2	%		(6	)%		51		2	%		(6	)%
	$	1,362		56	%	$	1,386		56	%		2	%	$	1,349		56	%		(1	)%
Higher Education
Services	$	237		10	%	$	240		10	%		1	%	$	239		10	%		1	%
License and resale fees		45		2	%		46		2	%		2	%		46		2	%		2	%
Total products and services		282		11	%		286		12	%		1	%		285		12	%		1	%
Reimbursed expenses		4		—	%		4		—	%		—	%		4		—	%		—	%
	$	286		12	%	$	290		12	%		1	%	$	289		12	%		1	%
Public Sector
Services	$	60		2	%	$	60		2	%		—	%	$	60		2	%		—	%
License and resale fees		10		—	%		9		—	%		(10	)%		9		—	%		(10	)%
Total products and services		70		3	%		69		3	%		(1	)%		69		3	%		(1	)%
Reimbursed expenses		1		—	%		1		—	%		—	%		1		—	%		—	%
	$	71		3	%	$	70		3	%		(1	)%	$	70		3	%		(1	)%
Software & Processing Solutions
Services	$	1,490		61	%	$	1,508		61	%		1	%	$	1,478		61	%		(1	)%
License and resale fees		170		7	%		182		7	%		7	%		174		7	%		2	%
Total products and services		1,660		68	%		1,690		68	%		2	%		1,652		68	%		—	%
Reimbursed expenses		59		2	%		56		2	%		(5	)%		56		2	%		(5	)%
	$	1,719		70	%	$	1,746		71	%		2	%	$	1,708		70	%		(1	)%
Availability Services
Services	$	726		30	%	$	722		29	%		(1	)%	$	708		29	%		(2	)%
License and resale fees		1		—	%		1		—	%		—	%		1		—	%		—	%
Total products and services		727		30	%		723		29	%		(1	)%		709		29	%		(2	)%
Reimbursed expenses		7		—	%		7		—	%		—	%		7		—	%		—	%
	$	734		30	%	$	730		29	%		(1	)%	$	716		30	%		(2	)%
Total Revenue
Services	$	2,216		90	%	$	2,230		90	%		1	%	$	2,186		90	%		(1	)%
License and resale fees		171		7	%		183		7	%		7	%		175		7	%		2	%
Total products and services		2,387		97	%		2,413		97	%		1	%		2,361		97	%		(1	)%
Reimbursed expenses		66		3	%		63		3	%		(5	)%		63		3	%		(5	)%
	$	2,453		100	%	$	2,476		100	%		1	%	$	2,424		100	%		(1	)%

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Results of operations, excluding broker/dealer business

The following is a reconciliation of revenue excluding the Broker/Dealer and operating income (loss) excluding the Broker/Dealer, which are each non-GAAP measures, to the corresponding reported GAAP measures that we believe to be most directly comparable. While these adjusted results are useful for analysis purposes, they should not be considered as an alternative to our reported GAAP results.

	Six Months Ended June 30,
										Constant Currency
	2010			2011			% change			2011			% change
Revenue
Total	$	2,453		$	2,476			1	%	$	2,424			(1	) %
Less Broker/Dealer business		118			59						59
Total excluding Broker/Dealer business	$	2,335		$	2,417			4	%	$	2,365			1	%
Financial Systems	$	1,362		$	1,386			2	%	$	1,349			(1	) %
Less Broker/Dealer business		118			59						59
Financial Systems excluding Broker/Dealer business	$	1,244		$	1,327			7	%	$	1,290			4	%
Operating Income (loss)
Total	$	196		$	169			(14	) %	$	170			(13	) %
Less Broker/Dealer business		(23	) (1)		(6	) (1)					(6	) (1)
Total excluding Broker/Dealer business	$	219		$	175			(20	) %	$	176			(20	) %
Operating margin excluding Broker/Dealer business		9	%		7	%					7	%
Financial Systems	$	261		$	254			(3	) %	$	258			(1	) %
Less Broker/Dealer business		(13	) (1)		(3	) (1)					(3	) (1)
Financial Systems excluding Broker/Dealer business	$	274		$	257			(6	) %	$	261			(5	) %
Operating margin excluding Broker/Dealer business		22	%		19	%					20	%

(1) The operating income related to the Broker/Dealer excluded from Total and FS differ because we evaluate performance of our segments based on operating results before amortization of acquisition-related intangible assets, stock compensation and certain other costs.

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Income from Operations:

Our total operating margin was 7% for the six months ended June 30, 2011 compared to 8% for the six months ended June 30, 2010. Excluding the impact of the Broker/Dealer, total operating margin was 7% and 9% in the six months ended June 30, 2011 and 2010, respectively. The decrease is primarily due to an increase in FS and corporate employment-related expenses, including the executive transition costs, partially offset by a $13 million increase in license fees. Several programs designed to identify cost savings and productivity improvements are currently being evaluated. These programs will focus on targeted areas of the business that enable us to reduce costs while maintaining our sales and servicing capabilities to our customers. While in their early stages, any actions taken could result in charges that may have a material impact to our full-year 2011 results of operations.

Financial Systems:

The FS operating margin was 19% for each of the six months ended June 30, 2011 and 2010. Excluding the impact of the Broker/Dealer, the FS operating margin was 20% and 22% in the six months ended June, 2011 and 2010, respectively. This decrease is due mainly to increased employment-related expenses resulting from business expansion, merit increases and increased development. These expense increases were partially offset by a $14 million increase in license fees and a decrease in currency transaction losses.

Higher Education:

The HE operating margin was 25% for each of the six months ended June 30, 2011 and 2010. Margin improvement in our solutions business, which included an increase in high-margin license fees, was mostly offset by a decrease in managed services margin primarily resulting from customer attrition.

Public Sector:

The PS operating margin was 29% and 25% for the six months ended June 30, 2011 and 2010, respectively, due primarily to decreased employment-related expense due mainly to the reduction of administrative overhead functions, partially offset by a $1 million decrease in license fees.

Availability Services:

The AS operating margin was 21% for each of the six months ended June 30, 2011 and 2010, respectively. In North America, employee cost savings, reduced equipment and facilities expenses and reduced depreciation and amortization improved the margin on lower revenue in our recovery services business. Increased revenue and decreased depreciation and amortization, partially offset by increased facilities, employee-related and equipment expenses, led to a slightly higher margin in managed services. Also in North America, higher advertising costs and lower professional services revenue offset the margin improvements in recovery services and managed services. In Europe, increased revenue, partially offset by increased facilities and employee-related expenses, led to a slightly higher margin.

Revenue:

Total reported revenue increased $23 million or 1% for the six months ended June 30, 2011 compared to the first half of 2010. On a constant currency basis, revenue decreased 1% in the first half of 2011 compared to the prior year period. Excluding the Broker/Dealer, revenue increased 1%.

Financial Systems:

FS reported revenue increased $24 million or 2% in the first half of 2011 from the prior year period. On a constant currency basis and excluding the Broker/Dealer, revenue increased 4%. Processing revenue increased $20 million, or 5%, due mainly to increases in transaction volumes and additional hosted services. Professional services revenue increased $8 million, or 3%, due primarily to the impact of acquisitions and from increased demand from existing clients as well as new projects. Reported revenue from license and resale fees included software

34

license revenue of $119 million, an increase of $13 million compared to the six months ended June 30, 2010. On a constant currency basis, software license revenue increased $5 million, or 5%.

Higher Education:

HE reported revenue increased $4 million or 1% for the six months ended June 30, 2011 compared to the corresponding period in 2010 due mainly to annual rate increases in software maintenance revenue, as well as increases in professional services and license fees, partially offset by a decrease in managed services revenue due to customer attrition. On a constant currency basis, revenue increased 1%. Reported revenue from license and resale fees included software license revenue of $19 million in the six months ended June 30, 2011, a $2 million increase from the prior year period.

Public Sector:

PS revenue decreased $1 million, or 1%, for the six months ended June 30, 2011 compared to the corresponding period in 2010 due mainly to a decrease in license fees. Revenue from license and resale fees included software license revenue of $3 million in the six months ended June 30, 2011, a $1 million decrease from the prior year period.

Availability Services:

AS reported revenue decreased $4 million, or 1%, in the first half of 2011 from the prior year period. On a constant currency basis, revenue decreased 2% in the period. In North America, revenue decreased 4%, where decreases in recovery services and professional services revenue exceeded growth in managed services revenue. Revenue in Europe increased 1%, due primarily to the impact of an acquisition in the prior year. Most of our recovery services revenue is derived from tape-based solutions. Recovery services has been shifting from tape-based solutions to disk-based and managed service solutions. We expect this shift to continue in the future.

Costs and Expenses:

Cost of sales and direct operating expenses as a percentage of total revenue was 47% and 48% in the six-month periods ended June 30, 2011 and 2010, respectively. Excluding the Broker/Dealer’s expenses of $59 million in 2011 and $118 million in 2010, cost of sales and direct operating expenses as a percentage of total revenue (also excluding the Broker/Dealer) was 46% and 45% in the six months ended June 30, 2011 and 2010, respectively. Impacting the period were higher FS employment-related expenses, the impact from acquired businesses and increased AS facilities costs, mainly a new facility added during the second quarter of the prior year and utilities, partially offset by lower AS employment-related and equipment expenses.

Sales, marketing and administration expenses as a percentage of total revenue was 24% and 23% in the six-month periods ended June 30, 2011 and 2010, respectively. Excluding the Broker/Dealer, sales, marketing and administration expenses as a percentage of total revenue (also excluding the Broker/Dealer) was 24% and 23% in the six months ended June 30, 2011 and 2010, respectively. Increases in sales, marketing and administration expenses were primarily due to increases in FS, corporate and HE employment-related expense, including the executive transition costs, and AS advertising expenses, partially offset by reduced FS currency transaction losses.

Because AS product development costs are insignificant, it is more meaningful to measure product development expenses as a percentage of revenue from software and processing solutions. For the six months ended June 30, 2011 and 2010, product development costs were 9% and 8% of revenue from software and processing solutions, respectively. The increase is primarily related to increased FS employment-related expenses to enhance functionality to attract and retain customers. During the second quarter of 2011, we corrected a misclassification of expense between product development and cost of sales and direct operating expenses. Prior year amounts have been revised to conform to the current year presentation.

Amortization of acquisition-related intangible assets was 10% of total revenue in each of the six months ended June 30, 2011 and 2010. During 2011, we recorded impairment charges of our customer base and software assets of $3 million and $4 million, respectively. These impairments are the result of reduced cash flow projections related to the software and customer base assets that were impaired.

Interest expense was $266 million and $319 million for the six months ended June 30, 2011 and 2010, respectively. The decrease in interest expense was due primarily to interest rate decreases mainly due to the expiration of certain of our interest rate swaps and refinancing the senior notes due 2013 as well as decreased term loan borrowings resulting from prepayments that occurred in December 2010.

The effective income tax rates for the six months ended June 30, 2011 and 2010 were a benefit of 0% and 29%, respectively. The rate in the first half of 2011 reflects the impact on the tax rate of certain items, including nondeductible expenses and state income taxes, due to the small base of overall projected pretax income. Changes in the mix of income or the total amount of income for 2011 may significantly impact the estimated effective income tax rate for the year. The rate in the first half of 2010 reflects the different mix of taxable income in various jurisdictions.

Accreted dividends on SCCII’s cumulative preferred stock were $109 million and $96 million for the six months ended June 30, 2011 and 2010, respectively. The increase in dividends is due to compounding. No dividends have been declared by SCCII.

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Liquidity and Capital Resources:

At June 30, 2011, cash and equivalents were $821 million, an increase of $43 million from December 31, 2010. Cash flow from continuing operations was $177 million in the six months ended June 30, 2011 compared to $234 million in the six months ended June 30, 2010. The decrease in cash flow from continuing operations is due primarily to higher collections in the first half of 2010 compared to the current year, due to timing of billings and cash collections, and $22 million more of income tax payments, net of refunds received, in the first half of 2011 compared to the prior-year period. These decreases were partially offset by $38 million less of interest payments in the first half of 2011 due mainly to interest rate decreases and a reduction in term loan borrowings.

Net cash used by continuing operations in investing activities was $160 million in the six months ended June 30, 2011, comprised of cash paid for property and equipment and other assets and three businesses acquired in our FS segment. Net cash used by continuing operations in investing activities was $152 million in the six months ended June 30, 2010, comprised mainly of cash paid for property and equipment and other assets and one business acquired in each of our FS and AS segments.

Net cash provided by continuing operations in financing activities was $5 million for the six months ended June 30, 2011, primarily related to borrowing under our accounts receivables facility. Net cash used by continuing operations in financing activities was $9 million for the six months ended June 30, 2010, primarily related to quarterly principal payments on the term loans, mostly offset by increased borrowings under our receivables facility. At June 30, 2011, no amount was outstanding under the revolving credit facility and $327 million was outstanding under the receivables facility, which represented the full amount available for borrowing based on the terms and conditions of the facility.

On January 31, 2011, SunGard entered into the First Refinancing Amendment to its Amended and Restated Senior Secured Credit Agreement dated as of June 9, 2009 (“Credit Agreement”) to, among other things, (a) eliminate the LIBOR and base rate floors and (b) reduce the Eurocurrency rate spread from 3.75% to 3.5% and the base rate spread from 2.75% to 2.5% with no impact on maturity. We expect to save approximately $14 million per year of interest expense as a result of this amendment.

On March 11, 2011, SunGard entered into the Second Refinancing and Incremental Amendment to its Credit Agreement to, among other things, obtain new revolving credit commitments in an aggregate amount equal to $300 million that will terminate on May 11, 2013, thereby increasing the Company’s revolving credit commitments by $50 million, to $880 million, all of which now have been extended to (or expire on) May 11, 2013.

At June 30, 2011, we have outstanding $8.08 billion in aggregate indebtedness, with additional borrowing capacity of $850 million under the revolving credit facility (after giving effect to $30 million of outstanding letters of credit). Also at June 30, 2011, we have outstanding performance bonds of approximately $16 million.

As disclosed in a Form 8-K filed on August 5, 2011, the Company announced that SCC, SunGard, Datatel Parent Corp. (“Datatel”) and certain of their respective affiliates had entered into an Agreement and Plan of Merger dated as of August 4, 2011, and that SunGard, SunGard Higher Education Inc. and certain affiliates of Datatel had entered into an Asset Purchase Agreement dated as of August 4, 2011 (together, the “Transaction Agreements”) to sell SunGard’s HE business (excluding the K-12 Education business). The transactions are subject to customary closing conditions and could close as early as late in the fourth quarter of 2011 or as late as August 2, 2012. SunGard intends to use the transaction proceeds of $1.775 billion, less applicable taxes and fees, to repay a portion of its existing indebtedness.

We expect our available cash balances and cash flows from operations, combined with availability under the revolving credit facility and receivables facility, to provide sufficient liquidity to fund our current obligations, projected working capital requirements and capital spending for a period that includes at least the next 12 months.

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Covenant Compliance

Adjusted EBITDA is used to determine compliance with certain covenants contained in the indentures governing SunGard’s senior notes due 2015, 2018 and 2020 and senior subordinated notes due 2015 and in SunGard’s senior secured credit facilities. Adjusted EBITDA is defined as EBITDA, which we define as earnings before interest, taxes, depreciation, amortization and goodwill impairment, further adjusted to exclude certain adjustments permitted in calculating covenant compliance under the indentures and senior secured credit facilities. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors to demonstrate compliance with the financing covenants.

The breach of covenants in SunGard’s senior secured credit facilities that are tied to ratios based on Adjusted EBITDA could result in a default under that agreement and the lenders could elect to declare all amounts borrowed due and payable. Any such acceleration would also result in a default under the indentures. Additionally, under SunGard’s debt agreements, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is also tied to ratios based on Adjusted EBITDA.

Adjusted EBITDA is calculated as follows (in millions):

	Three Months Ended June 30,						Six Months Ended June 30,						Last Twelve Months June 30,
	2010			2011			2010			2011			2011
Loss from continuing operations	$	(21	)	$	(73	)	$	(77	)	$	(96	)	$	(409	)
Interest expense, net		159			128			318			264			582
Taxes		1			52			(31	)		—			2
Depreciation and amortization		192			191			386			388			777
Goodwill impairment charge		—			—			—			—			237
EBITDA		331			298			596			556			1,189
Purchase accounting adjustments (a)		2			2			6			6			12
Non-cash charges (b)		13			9			21			15			32
Restructuring and other charges (c)		3			16			17			29			73
Acquired EBITDA, net of disposed EBITDA (d)		3			—			7			1			3
Pro forma expense savings related to acquisitions (e)		1			—			1			—			1
Loss on extinguishment of debt (f)		—			—			—			—			60
Adjusted EBITDA - senior secured credit facilities, senior notes due 2015, 2018 and 2020 and senior subordinated notes due 2015	$	353		$	325		$	648		$	607		$	1,370

(a) Purchase accounting adjustments include the adjustment of deferred revenue and lease reserves to fair value at the date of the LBO and subsequent acquisitions made by the Company and certain acquisition-related compensation expense.

(b) Non-cash charges include stock-based compensation and loss on the sale of assets.

(c) Restructuring and other charges include severance and related payroll taxes, reserves to consolidate certain facilities, strategic initiative expenses, certain other expenses associated with acquisitions made by the Company, gains or losses related to fluctuation of foreign currency exchange rates impacting the foreign-denominated debt, management fees paid to the Sponsors and franchise and similar taxes reported in operating expenses, partially offset by certain charges relating to the receivables facility.

(d) Acquired EBITDA net of disposed EBITDA reflects the EBITDA impact of businesses that were acquired or disposed of during the period as if the acquisition or disposition occurred at the beginning of the period.

(e) Pro forma adjustments represent the full-year impact of savings resulting from post-acquisition integration activities.

(f) Loss on extinguishment of debt includes the loss on extinguishment of $1.6 billion of senior notes due in 2013.

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The covenant requirements and actual ratios for the twelve months ended June 30, 2011 are as follows. All covenants are in compliance.

	Covenant Requirements		Actual Ratios
Senior secured credit facilities (1)
Minimum Adjusted EBITDA to consolidated interest expense ratio		1.80x		2.57x
Maximum total debt to Adjusted EBITDA		6.25x		5.11x
Senior notes due 2015, 2018 and 2020 and senior subordinated notes due 2015 (2)
Minimum Adjusted EBITDA to fixed charges ratio required to incur additional debt pursuant to ratio provisions		2.00x		2.68x

(1) The senior secured credit facilities require us to maintain an Adjusted EBITDA to consolidated interest expense ratio starting at a minimum of 1.80x for the four-quarter period ended December 31, 2010 and increasing over time to 1.95x by the end of 2011 and 2.20x by the end of 2013. Consolidated interest expense is defined in the senior secured credit facilities as consolidated cash interest expense less cash interest income further adjusted for certain non-cash or non-recurring interest expense and the elimination of interest expense and fees associated with SunGard’s receivables facility. Beginning with the four-quarter period ending December 31, 2010, we are required to maintain a consolidated total debt to Adjusted EBITDA ratio of 6.25x and decreasing over time to 5.75x by the end of 2011 and to 4.75x by the end of 2013. Consolidated total debt is defined in the senior secured credit facilities as total debt less certain indebtedness and further adjusted for cash and cash equivalents on our balance sheet in excess of $50 million. Failure to satisfy these ratio requirements would constitute a default under the senior secured credit facilities. If our lenders failed to waive any such default, our repayment obligations under the senior secured credit facilities could be accelerated, which would also constitute a default under our indentures.

(2) SunGard’s ability to incur additional debt and make certain restricted payments under our indentures, subject to specified exceptions, is tied to an Adjusted EBITDA to fixed charges ratio of at least 2.0x, except that we may incur certain debt and make certain restricted payments and certain permitted investments without regard to the ratio, such as the ability to incur up to an aggregate principal amount of $5.75 billion under credit facilities (inclusive of amounts outstanding under the senior credit facilities from time to time; as of June 30, 2011, we had $4.40 billion outstanding under the term loan facilities and available commitments of $850 million under the revolving credit facility), to acquire persons engaged in a similar business that become restricted subsidiaries and to make other investments equal to 6% of our consolidated assets. Fixed charges is defined in the indentures governing the Senior Notes due 2015, 2018 and 2020 and the Senior Subordinated Notes due 2015 as consolidated interest expense less interest income, adjusted for acquisitions, and further adjusted for non-cash interest and the elimination of interest expense and fees associated with the receivables facility.

Certain Risks and Uncertainties

Certain of the matters we discuss in this Report on Form 10-Q may constitute forward-looking statements. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions which concern our strategy, plans or intentions. All statements we make relating to estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. All of these forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those we expected. We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. Some of the factors that we believe could affect our results include: our high degree of leverage; general economic and market conditions; the condition of the financial services industry, including the effect of any further consolidation among financial services firms; the integration of acquired businesses, the performance of acquired businesses, and the prospects for future acquisitions; the effect of war, terrorism, natural disasters or other catastrophic events; the effect of disruptions to our systems and infrastructure; the timing and magnitude of software sales; the timing and scope of technological advances; customers taking their information availability solutions in-house; the trend in information availability toward

38

solutions utilizing more dedicated resources; the market and credit risks associated with clearing broker operations; the ability to retain and attract customers and key personnel; risks relating to the foreign countries where we transact business; the ability to obtain patent protection and avoid patent-related liabilities in the context of a rapidly developing legal framework for software and business-method patents; and a material weakness in our internal controls. The factors described in this paragraph and other factors that may affect our business or future financial results are discussed in our filings with the Securities and Exchange Commission, including this Form 10-Q. We assume no obligation to update any written or oral forward-looking statement made by us or on our behalf as a result of new information, future events or other factors.

Item 3. Quantitative and Qualitative Disclosures about Market Risk:

We do not use derivative financial instruments for trading or speculative purposes. We have invested our available cash in short-term, highly liquid financial instruments, with a substantial portion having initial maturities of three months or less. When necessary, we have borrowed to fund acquisitions.

At June 30, 2011, we had total debt of $8.08 billion, including $4.72 billion of variable rate debt. We have entered into interest rate swap agreements which fix the interest rates for $1.70 billion of our variable rate debt. Swap agreements expiring in February 2012 with a notional value of $1.2 billion effectively fix our interest rates at 1.78%. Swap agreements expiring in May 2013 with a notional value of $500 million effectively fix our interest rates at 1.99%. Our remaining variable rate debt of $3.02 billion is subject to changes in underlying interest rates, and, accordingly, our interest payments will fluctuate. During the period when all of our interest rate swap agreements are effective, a 1% change in interest rates would result in a change in interest of approximately $30 million per year. Upon the expiration of each interest rate swap agreement in February 2012 and May 2013, a 1% change in interest rates would result in a change in interest of approximately $42 million and $47 million per year, respectively.

Item 4. Controls and Procedures:

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Report were effective.

No change in our internal control over financial reporting occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II Other Information:

Item 1. Legal Proceedings: We are presently a party to certain lawsuits arising in the ordinary course of our business. We believe that none of our current legal proceedings will be material to our business, financial condition or results of operations.

Item 1A. Risk Factors: There have been no material changes to SCC’s, SCCII’s or SunGard’s Risk Factors as previously disclosed in their Form 10-K for the year ended December 31, 2010.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds: None.

Item 3. Defaults Upon Senior Securities: None.

Item 4. (Removed and Reserved)

Item 5. Other Information:

(a) None.

(b) None.

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Item 6. Exhibits:

Number	Document
10.1*	Employment Agreement by and among Russell Fradin, SunGard Data Systems Inc., SunGard Capital Corp. and SunGard Capital Corp. II, dated May 13, 2011 and effective as of May 31, 2011.
10.2	Amendment dated May 12, 2011 to the Employment Agreement between Kathleen Weslock and SunGard Data Systems Inc., dated and effective as of March 16, 2010.
10.3	Form of June 2011 Time-Based Restricted Stock Unit Award Agreements
10.4	Form of June 2011 Performance-Based Restricted Stock Unit Award Agreements
12.1	Computation of Ratio of Earnings to Fixed Charges.
31.1	Certification of Russell P. Fradin, Chief Executive Officer of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. required by Rule 13a-14(a) or Rule 15d-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Robert F. Woods, Chief Financial Officer of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. required by Rule 13a-14(a) or Rule 15d-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Russell P. Fradin, Chief Executive Officer of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Robert F. Woods, Chief Financial Officer of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002.
101	Interactive Data Files for SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of December 31, 2010 and June 30, 2011, (ii) Consolidated Statements of Operations for the Three and Six Months ended June 30, 2010 and 2011, (iii) Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2010 and 2011 and (iv) Notes to Consolidated Financial Statements

* Portions of this exhibit have been omitted pursuant to a request for confidential treatment submitted by the registrants to the U.S. Securities and Exchange Commission.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SUNGARD CAPITAL CORP.
	SUNGARD CAPITAL CORP. II
Dated: August 9, 2011	By:	/s/ Robert F. Woods
		Robert F. Woods
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SUNGARD DATA SYSTEMS INC.
Dated: August 9, 2011	By:	/s/ Robert F. Woods
		Robert F. Woods
		Senior Vice President-Finance and Chief Financial Officer
		(Principal Financial Officer)

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EXHIBIT INDEX

Exhibit No.	Document
10.1*	Employment Agreement by and among Russell Fradin, SunGard Data Systems Inc., SunGard Capital Corp. and SunGard Capital Corp. II, dated May 13, 2011 and effective as of May 31, 2011.
10.2	Amendment dated May 12, 2011 to the Employment Agreement between Kathleen Weslock and SunGard Data Systems Inc., dated and effective as of March 16, 2010.
10.3	Form of June 2011 Time-Based Restricted Stock Unit Award Agreements
10.4	Form of June 2011 Performance-Based Restricted Stock Unit Award Agreements
12.1	Computation of Ratio of Earnings to Fixed Charges.
31.1	Certification of Russell P. Fradin, Chief Executive Officer of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. required by Rule 13a-14(a) or Rule 15d-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Robert F. Woods, Chief Financial Officer of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. required by Rule 13a-14(a) or Rule 15d-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Russell P. Fradin, Chief Executive Officer of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Robert F. Woods, Chief Financial Officer of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002.
101	Interactive Data Files for SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of December 31, 2010 and June 30, 2011, (ii) Consolidated Statements of Operations for the Three and Six Months ended June 30, 2010 and 2011, (iii) Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2010 and 2011 and (iv) Notes to Consolidated Financial Statements

* Portions of this exhibit have been omitted pursuant to a request for confidential treatment submitted by the registrants to the U.S. Securities and Exchange Commission.

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EX-10.1

Exhibit 10.1

Execution Version

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into, by and among SunGard Data Systems Inc. (the “Company”), SunGard Capital Corp. and SunGard Capital Corp. II (collectively, “Capital”), for the specific and limited purpose of the provisions set forth in Sections 1.2, 1.10, 3(d) and 5.1, and Russell P. Fradin (“Executive”) as of May 31, 2011 (the “Effective Date”).

WHEREAS, the Company wishes to hire Executive as the Chief Executive Officer of the Company and Executive wishes to accept such position as of the Effective Date.

WHEREAS, Capital are the holding companies of the Company.

WHEREAS, the parties desire to enter into an agreement to provide for Executive’s employment upon the terms and conditions set forth herein.

WHEREAS, Executive has agreed to certain confidentiality, non-competition and non-solicitation covenants contained hereunder, in consideration of the benefits provided to Executive under this Agreement.

WHEREAS, certain capitalized terms shall have the meanings ascribed to them in Section 3 of this Agreement.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Employment. The Company hereby agrees to employ Executive as the Chief Executive Officer of the Company, and Executive hereby accepts such employment and agrees to perform Executive’s duties and responsibilities, in accordance with the terms, conditions and provisions hereinafter set forth.

1.1 Employment Term. Executive shall be employed for an employment term commencing as of the Effective Date and continuing until the fifth anniversary of the Effective Date, unless the Agreement is terminated sooner in accordance with Section 2 below. In addition, effective as of May 31, 2016, and each subsequent May 31 (the “Renewal Date”), the employment term shall automatically renew for periods of one additional year unless the Company gives written notice to Executive at least 30 days before any Renewal Date that the employment term shall not be renewed. The period commencing on the Effective Date and ending on the date on which the term of Executive’s employment under the Agreement shall terminate is hereinafter referred to as the “Employment Term.”

1.2 Title, Duties and Responsibilities. During the Employment Term, Executive shall serve as Chief Executive Officer of the Company and a member of the Board of Directors of the Company (the “Company Board”) and the Board of Directors of Capital (the “Parent Board”). For purposes of this Agreement, the “Board” shall mean (i) collectively, the Company Board and the Parent Board if both boards have the same members or (ii) only the Parent Board if the boards do not have the same members. During the Employment Term Executive shall report directly to the Board. The Company and Capital shall take all steps within their authorities to ensure that Executive is elected and remains a member of the Company Board and the Parent Board, provided, however, if the Company or Capital becomes a publicly traded company, the Company Board and the Parent Board shall only be obligated to cause Executive to be nominated for election to the Company Board and the Parent Board; and provided, further, that the foregoing shall not be required to the extent prohibited by legal or regulatory

THE PORTIONS OF THIS AGREEMENT MARKED AS “***” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.

requirements. Executive shall have the duties, authorities and responsibilities customary for such position and such other duties, authorities and responsibilities as may be reasonably assigned to him by the Board that are not inconsistent with his position.

1.3 Extent of Service. Executive shall carry out the duties and responsibilities under Section 1.2 hereof and, consistent with the other provisions of this Agreement, shall devote substantially all of Executive’s business time, attention and energy thereto. The foregoing shall not be construed as preventing Executive from (a) making investments in other businesses or enterprises, or (b) engaging in any other business activity unless, in the sole, good faith judgment of the Board, it is likely to interfere in any material respect with Executive’s ability to discharge Executive’s duties and responsibilities under this Agreement (in which case the Board shall give written notice of such determination to Executive and Executive shall as soon as practicable reduce such activities). In addition, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees; deliver lectures; fulfill speaking engagements; and to manage personal investments (subject to the immediately preceding sentence); provided that such activities do not interfere in any material respect with the performance of Executive’s responsibilities as an employee in accordance with this Agreement. Any service by Executive on any other for-profit corporate board or committee will require the prior approval of the Board. Notwithstanding the foregoing, Executive may continue to serve on the board of directors of Gartner, Inc. following the Effective Date.

1.4 Principal Place of Employment. The Company shall maintain offices for Executive at the Company’s executive offices in both New York, New York and Wayne, PA. Executive understands and agrees that he will be required to travel from time to time for business purposes.

1.5 Base Salary. During the Employment Term, for all the services rendered by Executive hereunder, the Company shall pay Executive a base salary, at the annual rate of $900,000 payable in installments at such times as the Company customarily pays its other employees. Executive’s Base Salary shall be reviewed annually for appropriate increases (but may not be decreased below its then current level) by the Compensation Committee (the “Compensation Committee”) of the Board pursuant to the Company’s normal performance review policies for senior level executives. For purposes of this Agreement, the term “Base Salary” shall mean the amount of Executive’s base salary established from time to time pursuant to this Section 1.5.

1.6 Retirement, Welfare and Other Benefit Plans and Programs. During the Employment Term, Executive shall be entitled to participate in all employee retirement and welfare benefit plans and programs made available to the Company’s senior level executives as a group, as such retirement and welfare plans may be in effect from time to time and subject to the eligibility requirements of such plans. During the Employment Term, Executive shall be provided with executive fringe benefits and perquisites under the same terms as those made available to the Company’s senior level executives as a group, as such programs may be in effect from time to time. During the Employment Term, Executive shall be entitled to sick leave and at least four weeks of annual paid vacation in accordance with the Company’s holiday and other pay for time not worked policies. Nothing in this Agreement or otherwise shall prevent the Company from amending or terminating any retirement, welfare or other employee benefit plans, programs, policies or perquisites from time to time as the Company deems appropriate.

1.7 Reimbursement of Business Expenses. During the Employment Term, Executive shall be provided with reimbursement of reasonable expenses related to Executive’s employment by the Company in accordance with the Company’s normal business expense reimbursement practices, subject to changes as may be approved by the Board and on a basis no less favorable than offered to any senior level executive.

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1.8 Relocation Expenses. Executive shall be provided relocation benefits consistent with the Company’s relocation policy for reasonable expenses incurred in connection with the relocation of Executive to the New York City or Wayne, PA area. Specifically, the Company will, until the earlier of (a) December 31, 2011, or (b) the date on which Executive obtains permanent housing in either location or an annual lease for housing, reimburse Executive for his temporary housing, in accordance with the Company’s reimbursement policy. If Executive decides to purchase a home in the New York City or Wayne, PA area, the Company will (a) provide financial assistance with such purchase in accordance with the Company’s relocation policy, and (b) cover Executive’s reasonable travel and moving expenses from/to Chicago, Illinois. If Executive decides to sell his current residence in Illinois, the Company will cover closing costs (including commissions) associated with such sale, provided that Executive relocates to either such area during the Employment Term, but not later than March 31, 2012 and the sale takes place by May 31, 2012. The Company shall gross up for tax purposes any income arising from such relocation benefits and payments that are treated as nondeductible taxable income to Executive so that the economic benefit is the same to Executive as if such payment and benefits were provided on a non-taxable basis to Executive.

1.9 Incentive Compensation. During the Employment Term, Executive shall be entitled to participate in all short-term and long-term incentive programs established by the Company for its senior level executives, at such levels as the Compensation Committee determine. Executive’s incentive compensation shall be subject to the terms of the applicable plans and shall be determined based on performance metrics related to Executive’s individual performance and the performance of the Company (which will include, among other things, the annual budget), as determined by the Compensation Committee annually, after consultation with Executive (the “Incentive Bonus”). Executive’s target Incentive Bonus for each fiscal year of the Company during the Employment Term shall be 200% of Base Salary (the “Target Incentive Bonus”), provided, however, that for the 2011 fiscal year, the Incentive Bonus shall be pro-rated based on the number of days Executive was employed with the Company during the 2011 fiscal year. The Incentive Bonus will be paid no later than March 15 of the fiscal year following the end of the fiscal year in which the Incentive Bonus was earned. In addition to the Incentive Bonus, the Company shall pay Executive a make-up cash bonus equal to $1,000,000 within five business days following the Effective Date.

1.10 Equity Grants.

(a) Grant. On the Effective Date, Executive shall receive an award of restricted stock units in accordance with Exhibit A (“RSUs”) attached hereto and made a part hereof. During the Employment Term, as soon as practicable following the recapitalization of Capital’s stock, Executive shall receive (i) a time-based stock option to purchase 600,000 shares, which option shall vest as to 20% of the underlying shares on each of the first five anniversaries of the Effective Date (the “Time-Based Option”), and (ii) a performance-based stock option to purchase 600,000 shares with the vesting terms and performance objectives set forth on Exhibit B (the “Performance-Based Option,” together with the RSUs, the Time-Based Option and the Make-Up RSUs (as defined below), the “Equity Awards”) attached hereto and made a part hereof. The Time-Based Option and the Performance-Based Option (together, the “Options”) will have an exercise price equal to the fair market value of a share of Capital’s stock on the date of grant. Prior to the date that the Capital’s stock is publicly traded and there has been expiration of any lockup or other limitation on Executive’s ability to sell “Freely” (as defined below) in the public market (the “Open Public Market Date”), the Options shall provide for (A) payment of the exercise price through a net exercise procedure whereby a number of shares of Capital’s common stock having a fair market value on the date of exercise equal to the aggregate exercise price of the Options is withheld and (B) payment of any tax withholding with respect to the Options whereby a number of shares of Capital’s common stock having a fair market value on the date of exercise equal to (but rounded down if it would create an excess) the minimum applicable withholding tax rate for federal

3

(including FICA), state and local tax liabilities is withheld. On and after the Open Public Market Date, the Options shall provide for payment of the exercise price and satisfaction of tax withholding obligations through a broker-assisted cashless exercise in accordance with the procedures permitted by Regulation T of the Federal Reserve Board (“Freely”). Except as otherwise specifically set forth in this Agreement, including the Exhibits hereto, or as necessary to reflect the terms of the common stock following recapitalization, the Options shall be subject to terms that are no less favorable than the terms applicable to the stock options first granted to other senior executives of the Company following the recapitalization. In the event that the fair market value of a Unit (as defined in the RSU agreement on Exhibit A) on the Effective Date is less than the fair market value a share of Capital’s stock on the date of grant, the Company will grant Executive a number of RSUs with an aggregate value equal to the excess of the aggregate fair market value of 1,200,000 share of Capital’s stock on the date of grant over the aggregate fair market value of 1,200,000 Units on the Effective Date (the “Make-Up RSUs”). The vesting of the Make-Up RSUs will track the vesting terms of the Options in the same proportions, as set forth above in this Section 1.10(a) and Exhibit B. All Equity Awards shall be made under the terms and conditions of the Company’s 2005 Management Incentive Plan, as it may be amended from time to time, or any successor plan (“Management Plan”). If the recapitalization of Capital’s stock does not occur (x) by May 31, 2012 or (y) because, prior to that date, Capital determines that it is not able to do so on a tax-free basis, then the Company and Executive agree to negotiate in a good faith to preserve the economic value of the contemplated Equity Awards.

(b) Change of Control.

(i) RSUs. In the event of a Change of Control of the Company during the Employment Term, Executive’s unvested RSUs will fully accelerate and become vested as of the date of the Change of Control. The Executive’s RSUs will also become fully vested, on the date of the Change of Control if Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason and such termination (x) occurs within six months prior to such Change of Control and (y) was in contemplation of such Change of Control (the termination and conditions described in clauses (x) and (y), an “In Contemplation Termination”).

(ii) Options. If a Change of Control occurs after the second anniversary of the Effective Date, Executive’s unvested Options and unvested Make-Up RSUs will become fully vested and exercisable (i) on the date of termination of employment if Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason and such termination occurs on or within 18 months following the Change of Control or (ii) on the date of the Change of Control if an In Contemplation Termination has occurred. However, if the Change of Control occurs during the Employment Term prior to the second anniversary of the Effective Date, then only 50% of the unvested Options and unvested Make-Up RSUs will vest and become exercisable upon (A) Executive’s termination of employment by the Company without Cause or by Executive for Good Reason if such termination occurs on or within 18 months following the Change of Control or (B) the date of the Change of Control if an In Contemplation Termination occurred, and the balance of the unvested Options and unvested Make-Up RSUs shall be terminated. Notwithstanding the foregoing, if the per share purchase price in the Change of Control plus the per share value of any of the Company’s businesses or subsidiaries previously sold or spun-off following the Effective Date is at least 250% of the per Unit value of Capital’s stock on the Closing (as defined in the Stockholders Agreement, dated as of August 10, 2005, among Capital and certain affiliates, stockholders and other individuals (the “Stockholders Agreement”) 100% of the unvested Options and unvested Make-Up RSUs will vest and become exercisable (I) on the date of termination of employment if Executive’s employment is terminated without Cause or Executive resigns for Good Reason within 18 months after the Change of Control or (II) the date of the Change of Control if an In Contemplation Termination has occurred. For Purposes of the preceding sentence, the per share value of any of the Company’s businesses or

4

subsidiaries previously sold or spun-off following the Effective Date shall be determined on the date of the sale (if sold for cash) or the date of the Change of Control (if sold for consideration other than cash, or in the case of a spin-off, as applicable).

(c) Put and Call Rights. The put and call rights set forth in Section 6 of the Stockholders Agreement shall apply to the Equity Awards.

(d) Registration Rights Agreement. The terms and conditions of the Participation, Registration Rights and Coordination Agreement, dated as of August 10, 2005, among Capital and certain affiliates, stockholders and other individuals (the “Registration Rights Agreement”), shall apply to the Equity Awards.

1.11 Investment Obligation. Provided that Executive has received payment for his Aon Corporation vested RSUs within six months following the Effective Date, Executive shall invest $5,000,000 in common equity of Capital within the 210-day period following the Effective Date at the then current fair market value of Capital common stock. Executive’s investment pursuant to this Section 1.11 shall be subject to the Registration Rights Agreement. For the avoidance of doubt, Executive’s investment pursuant to this Section 1.11 shall not be subject to any call rights set forth in Section 6 of the Stockholders Agreement.

2. Termination. Executive’s employment shall terminate upon the occurrence of any of the following events:

2.1 Termination without Cause or for Good Reason. The Company may terminate Executive’s employment with the Company at any time without Cause or Executive may terminate his employment with the Company for Good Reason (in either case, the Employment Term shall be deemed to have ended) to be effective upon not less than 30 days’ prior written notice pursuant to Section 13 to Executive or the Company, as applicable; provided, however, that, in the event that such notice is given, Executive shall be allowed to seek other employment, to the extent such other employment is consistent with Executive’s obligations under Section 6. For purposes of this Agreement, the Company’s non-renewal of this Agreement in accordance with Section 1.1 shall constitute termination of Executive’s employment by the Company without Cause.

2.2 Benefits Payable upon Termination without Cause or for Good Reason.

(a) In the event of a termination of Executive as described in Section 2.1 that occurs during the Employment Term, if Executive executes and does not revoke a Release and subject to Section 7.3 hereof, Executive shall be entitled to receive the following severance benefits:

(i) The Company shall pay Executive a lump sum cash payment equal to two times the sum of (x) Executive’s annual Base Salary plus (y) the Target Incentive Bonus. This amount shall be paid on the 60th day following the Termination Date.

(ii) The Company shall pay Executive a pro rata Incentive Bonus for the fiscal year in which Executive’s Termination Date occurs, which shall be paid in the fiscal year following the fiscal year in which the Incentive Bonus was earned at the same time annual incentive bonuses are paid to then current eligible employees, but no later than March 15 of such year (the “Pro Rata Bonus”). The amount of the Pro Rata Bonus shall be determined as the Incentive Bonus Executive would have actually earned for that year multiplied by the number of days in which Executive was employed by the Company during the fiscal year in which the Termination Date occurs, divided by 365.

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(iii) The Company shall pay Executive any Incentive Bonus earned but not yet paid with respect to any fiscal year ending on or preceding the Termination Date (the “Prior Earned Bonus”). The Prior Earned Bonus shall be paid in the fiscal year following the fiscal year in which the Incentive Bonus was earned on the later of (A) the date that annual incentive bonuses are paid to then current eligible employees or (B) the 60th day following the Termination Date.

(iv) The Company shall pay Executive a lump sum cash payment on the 60th day following the Termination Date equal to the total cost (as calculated as described below) that Executive would incur if Executive continued medical, dental and vision coverage for Executive, and, where applicable, his spouse and dependents, for the 18-month period following the Termination Date. For this purpose, the monthly cost shall be determined as the difference between (x) the 100% applicable monthly premium under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for the cost of medical, dental and vision coverage for Executive and (y) the monthly premium charge that is paid by active Company employees for similar coverage as in effect at Executive’s Termination Date. Such lump sum cash payment shall be increased by a tax equivalency bonus, such that Executive has no out of pocket cost for the payment provided above. Executive may elect COBRA continuation coverage according to the terms of the Company’s applicable benefit plans.

(v) The Company shall pay or reimburse Executive for (a) any accrued but unpaid Base Salary through the Termination Date in accordance with the Company’s payroll practices, (b) any unreimbursed business expenses incurred through the Termination Date in accordance with the Company’s reimbursement policy, (c) accrued but unused vacation time in accordance with Company policy and (d) all other payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement (together, the “Accrued Amounts”).

2.3 Retirement or Other Voluntary Termination. Executive may voluntarily terminate employment for any reason, including voluntary retirement, upon 30 days’ prior written notice pursuant to Section 13. In such event, after the effective date of such termination, the Company shall pay Executive the Accrued Amounts. Upon Executive’s voluntary termination of employment as set forth in this Section 2.3, except as otherwise specifically provided herein or in the applicable equity grants, no further payments shall be due under this Agreement.

2.4 Disability. The Company may terminate Executive’s employment due to Disability upon 30 days’ prior written notice pursuant to Section 13 while Executive is Disabled. “Disability” shall mean the failure of Executive to have performed Executive’s material duties hereunder due to a physical or mental injury, infirmity or incapacity for one hundred eighty (180) consecutive days. Executive agrees, in the event of a dispute under this Section 2.4 relating to Executive’s Disability, to submit to a physical examination by a licensed physician selected by the Board. If the Company terminates Executive’s employment on account of Disability, Executive shall be entitled to (i) the Accrued Amounts; (ii) the Pro-Rata Bonus; and (iii) the Prior Earned Bonus. Upon the Company’s termination of Executive’s employment on account of Disability, except as otherwise specifically provided herein or in the applicable equity grants, no further payments shall be due under this Agreement.

2.5 Death. If Executive dies while employed by the Company, the Company shall pay to Executive’s executor, legal representative, administrator or designated beneficiary, as applicable, (i) the Accrued Amounts; (ii) the Pro-Rata Bonus; and (iii) the Prior Earned Bonus. In the event of Executive’s death while employed by the Company, except as otherwise specifically provided herein or in the applicable equity grants, no further payments shall be due under this Agreement.

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2.6 Cause. The Company may terminate Executive’s employment at any time for Cause upon written notice to Executive, in which event, the Company shall pay to Executive any Accrued Amounts, provided that Executive shall not be entitled to receive any unpaid short or long term cash incentive payments or unvested equity. Upon the Company’s termination of Executive’s employment for Cause, except as otherwise specifically provided herein or in the applicable equity grants, no further payments shall be due under this Agreement.

3. Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 3:

3.1 “Cause” shall mean any of the following grounds for termination of Executive’s employment, provided that no act or failure to act by Executive shall be deemed to constitute Cause if done, or omitted to be done, in good faith and with the reasonable belief that the action or omission was in the best interests of the Company:

(a) Executive is convicted of (or pleads guilty or nolo contendre to) a felony;

(b) Executive’s willful refusal to perform his material duties hereunder (other than a failure resulting from Executive’s incapacity due to physical or mental illness), provided, that Executive is given written notice specifying such willful refusal within 90 days of the later of the event or failure giving rise to such willful refusal or the Company’s knowledge thereof and such willful refusal continues for a period of at least 30 days after such written notice;

(c) Executive commits a material act of dishonesty, breach of trust or material act of willful misconduct during the Employment Term, and such material act of dishonesty, breach of trust or material act of willful misconduct causes material financial or reputational harm to the Company;

(d) Executive’s gross negligence or willful misconduct in the performance of his material duties hereunder (other than a failure resulting from Executive’s incapacity due to physical or mental illness); or

(e) Executive’s intentional material breach of any written non-competition, non-disclosure or non-solicitation agreement, or any other material agreement in effect with the Company, including without limitation the provisions of Section 6 of this Agreement or the Company’s written code of business conduct and ethics, including the Global Business Conduct and Compliance Program.

3.2 “Change of Control” shall have the meaning ascribed to it in the Management Plan.

3.3 “Code” shall mean the Internal Revenue Code of 1986, as amended.

3.4 “Good Reason” means, without Executive’s written consent, the existence of any of the following conditions:

(a) Any material diminution in Executive’s Base Salary, Target Incentive Bonus opportunity or a material reduction or material negative change in the type or level of compensation to which Executive is entitled under the Agreement, other than as a result of an across the board reduction or change in compensation for executives of the Company;

(b) Relocation of Executive’s primary work locations outside of the New York City or Wayne, PA areas by more than 50 miles from their current locations, provided that normal business travel occasioned by Executive’s position shall not be deemed a material change in geographic location;

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(c) A material diminution in Executive’s title, authority, duties or responsibilities, which shall not be deemed to occur despite sales or other dispositions of businesses of the Company so long as the Company continues to comprise the SunGard Financial Systems business (“Financial Systems”);

(d) Being required to report to any person or governing body other than the Board;

(e) A material breach by the Company or Capital of any provision of this Agreement or any other agreement between Executive and the Company or Capital, including, without limitation, the removal of Executive from the Board by the Company or Capital (other than for Cause), the failure to re-elect Executive to serve on the Board, or the failure to obtain in a writing an assumption of this Agreement by a successor to all or substantially all of the assets of the Company in accordance with Section 14(b); or

(f) Another person serving as the Chief Executive Officer of (i) the Company or Capital; (ii) the parent entity of the company controlled group (within the meaning of Code Section 414(b) and (c)), or (iii) if the Company is a publicly traded company, the public parent entity of such controlled group.

Notwithstanding the foregoing, an event described in this Section 3.4 shall constitute Good Reason only if (A) Executive notifies the Company in writing of the Good Reason event within 90 days following the occurrence of such event; (B) the Company fails to cure such event within 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; and (C) if such Good Reason event is not cured within the 30-day cure period, Executive terminates employment no later than the 90th day following the initial occurrence of the Good Reason event.

3.5 “Release” means a release substantially in the form attached to this Agreement, which may be subsequently modified only based on recommendations of the Company’s counsel to reflect changes in applicable law after the Effective Date.

3.6 “Termination Date” shall mean the effective date of the termination of Executive’s employment relationship with the Company pursuant to this Agreement.

4. Notice of Termination. Any termination of Executive’s employment shall be communicated by a written notice of termination to the other party hereto given in accordance with Section 13. The notice of termination shall (a) indicate the specific termination provision in this Agreement relied upon, (b) briefly summarize the facts and circumstances deemed to provide a basis for a termination of employment if for Cause, and (c) specify the Termination Date in accordance with the requirements of this Agreement.

5. IRC Section 280G.

5.1 Shareholder Approval, etc. At any time when the Company is a corporation described in Section 280G(b)(5)(A)(ii)(I) of the Code, if a nationally recognized United States public accounting firm selected (and paid for) by the Company and reasonably acceptable to Executive (the “Accountant”) determines that any payment or benefit (including any accelerated vesting of options or other equity awards) made or provided, or to be made or provided, by the Company (or any successor thereto or affiliate thereof) to or for the benefit of Executive, whether pursuant to the terms of this Agreement, any other agreement, plan, program or arrangement of or with the Company (or any successor thereto or affiliate thereof) or otherwise in connection with, or arising out of, a change in ownership or a effective control of the Company or of a substantial portion of assets (any such payment or benefit, a “Parachute

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Payment”), will be subject to the excise tax imposed by Section 4999 of the Code or any comparable tax imposed by any replacement or successor provision of United States tax law (the “Excise Tax”), if Executive waives his right to receive all or a portion of the Parachute Payments unless such Parachute Payments are approved by the shareholders pursuant to Treas. Reg. Section 1.280G-1, Q&A-7, the Company shall in good faith seek to obtain approval of payment of such waived Parachute Payments in accordance with the shareholder approval requirements described in Treas. Reg. Section 1.280G-1, Q&A-7.

5.2 Better Off. If, following the date when the Company ceases to be corporation described in Section 280G(b)(5)(A)(ii)(I) of the Code, it is determined by the Accountant that Executive shall become entitled to a Parachute Payment, which Parachute Payment shall be subject to the Excise Tax, then the Company shall cause to be determined, before any amounts of any Parachute Payment is paid to Executive, which of the following two alternative forms of payment would result in Executive, on an after-tax basis, retaining the greater amount of Parachute Payments, notwithstanding that all or entire portion of the Parachute Payments may be subject to the Excise Tax: (a) payment in full of all Parachute Payments or (b) payment of only a part of the Parachute Payments so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of this Section 5.2, the Accountant shall take into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at Executive’s actual marginal tax rate). If a Reduced Payment is made, (i) Executive shall have no rights to any additional payments and/or benefits constituting the Parachute Payments, and (ii) reduction in payments and/or benefits shall occur in the manner that results in the greatest economic benefit to Executive as determined in Sections 5.3 and 5.4.

5.3 Reduction. If Section 5.2 is applicable and the Reduced Payment is to be paid, then the Parachute Payments shall be reduced in the following order: (i) any severance payment that is based on a multiple of annual Base Salary and/or Incentive Bonus (or Target Incentive Bonus); (ii) amounts of any medical premiums paid on behalf of Executive; (iii) the acceleration of vesting of stock options with an exercise price that exceeds the then fair market value of the common stock subject to the award, provided that such stock options are not permitted to be valued under Treasury Regulation Section 1.280G-1 Q/A – 24(c); (iv) any equity awards accelerated or otherwise valued at full value, provided that such equity awards are not permitted to be valued under Treasury Regulation Section 1.280G-1 Q/A – 24(c); (v) the acceleration of vesting of stock options with an exercise price that exceeds the then fair market value of the common stock subject to the award and other equity awards, provided that such stock options and other equity awards are permitted to be valued under Treasury Regulation Section 1.280G-1 Q/A – 24(c); and (vi) the acceleration of vesting of all other stock options and equity awards; provided that with each category the reduction shall be done on a basis resulting in the highest amount retained by Executive; and provided, further, that to the extent permitted by Section 409A of the Code and Sections 280G and 4999 of the Code, if a different reduction procedure would be permitted without violating Section 409A of the Code or losing the benefit of the reduction under Sections 280G and 4999 of the Code, Executive may designate a different order of reduction.

5.4 Method of Determination. One or more determinations (each a “Tax Determination”) as to whether any of the Parachute Payments will be subject to the Excise Tax shall be made by the Accountant (with all costs related thereto paid by the Company). For purposes of determining whether any of the Parachute Payments will be subject to the Excise Tax. (i) all of the Parachute Payments shall be treated as “parachute payments” (within the meaning of Section 280G of the Code) unless and to the extent that in the written advice of the Accountant, certain Payments should not constitute parachute payments, and (ii) all “excess parachute payments” (within the meaning of Section 280G of the Code) shall be treated as subject to the Excise Tax unless and only to the extent that the Accountant advises the Company that such excess parachute payments are not subject to the Excise Tax.

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6. Restrictive Covenants.

6.1 Non-Disclosure. At all times during the Employment Term and continuing at all times after Executive’s Termination Date, and except as required by applicable law, in a judicial or administrative proceeding, or in furtherance of his duties during the Employment Term, Executive shall not disclose to anyone outside of SunGard Data Systems Inc. and any of its subsidiaries or affiliates (the “SunGard Group”), or use for the benefit of anyone other than the SunGard Group, any confidential or proprietary information relating to business of the SunGard Group, whether acquired by Executive before, during or, if the information is received from shareholders or employees of the Company, or their respective agents, within two years after termination of employment with the Company. Executive acknowledges that the proprietary and confidential information of the SunGard Group includes, by way of example: (a) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (b) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (c) pricing policies, information about costs, profits and sales, methods of delivering software and services, marketing and sales strategies, and software and service development strategies; (d) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (e) screen designs, report designs and other designs, concepts and visual expressions for software products; (f) employment and payroll records; (g) forecasts, budgets, acquisition models and other non public financial information; and (h) expansion plans, business or development plans, management policies, information about possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies. Proprietary and confidential information shall not include any information that is (i) generally known to the industry or the public other than as a result of Executive’s breach of this covenant or any breach of other confidentiality obligations by third parties about which Executive knew or should have known; (ii) made legitimately available to Executive by a third party without breach of any confidentiality obligation about which Executive knew or should have known; (iii) disclosed by Executive to third parties during the Employment Term as he determines to be necessary or appropriate in the course of his duties under this Agreement with such safeguards as he in his good faith judgment determines necessary; or (iv) required by law to be disclosed; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate with any attempts by the SunGard Group to obtain a protective order or similar treatment. The provisions of this Section 6.1 shall survive any termination or expiration of this Agreement.

6.2 Works and Ideas. Executive shall promptly communicate to the Company, in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, works of authorship, developments, discoveries, trade secrets, improvements to trade secrets, other ideas and inventions and any know-how related to any such items (collectively, “Works and Ideas”) pertaining to the Company’s business in any material respect, whether or not patentable or copyrightable, that are made, written, developed or conceived by Executive, alone or with others, at any time (during or after business hours) (a) while Executive is employed by the Company (including at any time prior to the date of this Agreement) or (b) or during the six months after Executive’s termination of employment for any reason. Executive acknowledges that all of those Works and Ideas will be the exclusive property of the Company, and hereby assigns and agrees to assign all of Executive’s right, title and interest in those Works and Ideas to the Company. Works and Ideas shall not include general industry knowledge, ideas of a general nature not specific to the Company and general business experience. Executive shall sign all documents that the Company reasonably requests to confirm its ownership of those Works and Ideas, and shall reasonably cooperate with the Company, at the Company’s expense, to allow the Company to take full advantage of those Works and Ideas. At the end of the Employment Term, to the extent not already disclosed to the Board or other senior executives of the Company, Executive agrees to promptly disclose any Works and Ideas so that the Company may confirm its ownership.

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6.3 Non-Competition and Non-Solicitation. During the Employment Term and within 24 months after Executive’s termination of employment with the Company for any reason, whether or not payments are being made under this Agreement, Executive shall not, directly or indirectly, (a) anywhere in the world where the Company renders services to clients, render any material services for any organization, or engage in any business, that competes in any material respect with the Company (a “Competing Business”), or (b) solicit or contact, for the purpose or with the effect of competing or interfering with the Company (i) any customer or acquisition target under contract with the Company at any time during the last 24 months of Executive’s employment with the Company, (ii) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from the Company at any time during the last two years of Executive’s employment with the Company, (iii) any affiliate of any such customer or prospect, (iv) any of the individual contacts at customers or acquisition targets established by Executive or others at the Company during the period of Executive’s employment with the Company, or (v) any individual who is an employee or independent contractor of the Company at the time of the solicitation or contact or who was an employee or independent contractor of the Company within three months before such time unless Executive receives prior written permission from the Company. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (A) being a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a Competing Business; (B) providing for general advertising or solicitation not specifically targeted at Company-related customers, employees or independent contractors; (C) commencing employment with a subsidiary, division or unit of any entity that engages in a Competing Business so long as Executive and such subsidiary, division or unit do not, directly or indirectly, engage in a Competing Business, as determined by the Board in good faith on a timely basis, after Executive has notified the Company in writing of his commencing, or intention to commence, employment with such subsidiary, division or unit; or (D) serving as a reference, upon request, for any employee or independent contractor of the Company. Notwithstanding the foregoing, if a Change of Control occurs and Executive’s employment is terminated for any reason within one year thereafter, this Section 6.3 shall apply only to a Competing Business in effect immediately prior to such Change of Control.

7. Equitable Relief.

7.1 Executive acknowledges and agrees that the restrictions contained in Section 6 are reasonable and necessary to protect and preserve the legitimate interests, properties, goodwill and business of the Company or the SunGard Group, as applicable, that the Company would not have entered into this Agreement in the absence of such restrictions and that irreparable injury will be suffered by the Company or the SunGard Group, as applicable, should Executive breach any of the provisions of that Section. Executive represents and acknowledges that (i) Executive has been advised by the Company to consult Executive’s own legal counsel in respect of this Agreement, and (ii) Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Executive’s counsel.

7.2 Executive further acknowledges and agrees that a breach of any of the restrictions in Section 6 cannot be adequately compensated by monetary damages. Executive agrees that the SunGard Group or the Company, as applicable, shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, which rights shall be cumulative and in addition to any other rights or remedies to which the SunGard Group or the Company may be entitled. In the event that any of the provisions of Section 6 should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, it is the intention of the parties that the provision shall be amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law.

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7.3 Notwithstanding anything in this Agreement to the contrary, if Executive materially breaches any of Executive’s obligations under Section 6 and, to the extent the violation is curable as determined in good faith by the Board, Executive does not cure such material breach within 10 business days of the receipt of written notice from the Company of such breach (including the alleged details thereof), the Company shall thereafter be obligated only for Accrued Amounts, and all other payments under Section 2 that have not been made will not be made and the Company has the right to recoup amounts already paid under Section 2 in accordance with Section 18 of this Agreement as if they were Recoupment Amounts.

7.4 The parties irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 6, including without limitation, any action commenced by the SunGard Group or the Company, as applicable, for preliminary and permanent injunctive relief and other equitable relief, may be brought in a United States District Court for the Southern District of New York, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in New York City, New York, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which the party may have to the laying of venue of any such suit, action or proceeding in any such court.

8. Dispute Resolution. In the event of any dispute relating to Executive’s employment, the termination thereof, or this Agreement, other than a dispute in which the primary relief sought is an equitable remedy such as an injunction, the parties shall be required to have the dispute, controversy or claim settled by alternative dispute resolution conducted by JAMS (or, if JAMS is not available, another mutually agreeable alternative dispute resolution organization), in New York City, New York. Any award entered by JAMS (or such other organization) shall be final, binding and nonappealable, and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This Section 8 shall be specifically enforceable. JAMS (or such other organization) shall have no authority to modify any provision of this Agreement. In the event of a dispute, each party shall be responsible for its own expenses (including attorneys’ fees) relating to the conduct of the arbitration, and the parties shall share equally the fees of JAMS, except to the extent Section 24 of this Agreement applies. THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY AS TO ALL CLAIMS HEREUNDER.

9. Non-Exclusivity of Rights; Resignation from Boards.

9.1 Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in or rights under any benefit, bonus, incentive or other plan or program provided by the Company and for which Executive may qualify; provided, however, that if Executive becomes entitled to and receives the payments described in Section 2.2(a) of this Agreement, Executive hereby waives Executive’s right to receive payments under any severance plan or similar program applicable to employees of the Company.

9.2 If Executive’s employment with the Company terminates for any reason, Executive shall immediately resign from all boards of directors of the Company, any Affiliates and any other entities for which Executive serves as a representative of the Company.

10. Indemnification; Liability Insurance. The Company shall indemnify and hold Executive harmless to the fullest extent permitted by the laws of the Company’s state of incorporation in effect at the time against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including advancement of reasonable attorney’s fees), losses, and damages resulting from Executive’s good faith performance of Executive’s duties and obligations with the Company. Executive will be entitled to be covered, both during and, while potential liability exists, by any insurance

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policies the Company may elect to maintain generally for the benefit of officers and directors of the Company against all costs, charges and expenses incurred in connection with any action, suit or proceeding to which Executive may be made a party by reason of being an officer or director of the Company in the same amount and to the same extent as the Company covers its other officers and directors. These obligations shall survive the termination of Executive’s employment with the Company.

11. Survivorship. The respective rights and obligations of the parties under this Agreement (including, without limitation, Sections 2, 5, 6, 7, 8, 10, 14, 15, 17, 18 and 21) shall survive any termination of Executive’s employment to the extent necessary to the intended preservation of such rights and obligations.

12. No Mitigation. Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise, and there shall be no offset against amounts due Executive under this Agreement on account of any remuneration attributable to any subsequent employment that Executive may obtain.

13. Notices. All notices and other communications required or permitted under this Agreement or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered or mailed by registered or certified mail, as follows (provided that notice of change of address shall be deemed given only when received):

If to the Company, to:

SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, PA 19087

Attention: General Counsel

If to Executive, to:

Russell P. Fradin

At the address shown

on the records of the Company

or to such other names or addresses as the Company or Executive, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section.

14. Contents of Agreement; Amendment and Assignment.

14.1 This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes any and all documents otherwise relating the subject matter hereof, and cannot be changed, modified, extended or terminated except upon written amendment approved by the Board and executed on behalf of the Company by a duly authorized officer of the Company, and by Executive and the other parties to this Agreement.

14.2 All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Executive under this Agreement are of a personal nature and shall not be assignable or delegatable in whole or in part by Executive. The Company may only assign this Agreement to a successor to all or substantially all of the business and/or assets of the Company, provided that the Company shall require such

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successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.

15. Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

16. Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Agreement or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

17. Reasonable Cooperation. At the Company’s request, Executive agrees, to the extent permitted by law, to reasonably assist, consult with, and cooperate with the Company and its affiliates and representatives in any litigation, investigation, administrative procedures, or legal proceedings or inquiries that involve the Company or its affiliates or representatives, either now existing or which may hereafter be instituted by or against the Company, its affiliates or representatives (except an action, if any, brought by the Company or its agents against Executive or brought by Executive against the Company or its affiliates) with regard to mattes in which Executive has knowledge as a result of his employment with the Company, including but not limited to, appearing upon the Company’s reasonable request as a witness and/or consultant in connection with any litigation, investigation, administrative procedures, or legal proceedings or inquiries; provided, that the Company agrees, to the extent permitted by applicable law, to reimburse Executive for the reasonable out-of-pocket expenses incurred by Executive in connection with his cooperation pursuant to this Section 17. The Company will use its reasonable business efforts, whenever possible, to provide Executive with reasonable advance notice of its need for assistance and will attempt to coordinate with Executive the time and place at which such assistance is provided to minimize the impact of such assistance on any other material and pre-scheduled business commitment that Executive may have.

18. Clawback; Recoupment. Executive agrees that Executive will be subject to any compensation clawback, recoupment and anti-hedging policies that may be applicable to Executive as an executive of the Company, as in effect from time to time and as approved by the Board or the Compensation Committee, except that no such policy will apply to Executive with respect to (a) the Company’s consolidated financial statements for any quarterly period beginning prior to the Effective Date or (b) other than as provided in Section 7.3 hereof, with regard to restrictive covenants or other limitations on post-employment activities. In the event that there is no such policy and subject to the exception in the immediately preceding sentence, in the event of a restatement of the Company’s consolidated financial statements (beginning with the financial statements for the first full quarterly period ending after the Effective Date), subject to the Board’s good faith determination that recoupment from Executive is appropriate and justified based on the facts, the Board shall have the right to take appropriate action to recoup from Executive any portion of any Incentive Bonus received by Executive

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(net of any federal, state, local or other taxes that Executive has paid on such annual bonus if such repayment does not occur in the same taxable year as the original bonus payment; otherwise on a gross basis), with respect to the period for which such financial statements are or will be restated (“Recoupment Amount”). In the event the Company and its Affiliates are entitled to, and seek, recoupment under this Section 18, Executive shall promptly reimburse the Recoupment Amount to which the Company is entitled to recoup hereunder. Any recoupment with regard to any equity shall be set forth in the applicable equity grant documents. The rights contained in this Section 18 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity.

19. Beneficiaries/References. Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit payable under this Agreement following Executive’s death by giving the Company written notice thereof. In the event of Executive’s death or a judicial determination of Executive’s incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to Executive’s beneficiary, estate or other legal representative.

20. Miscellaneous. All section headings used in this Agreement are for convenience only. This Agreement may be executed in counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.

21. Withholding Taxes. All payments under this Agreement shall be made subject to applicable tax withholding, and the Company shall withhold from any payments under this Agreement all federal, state and local taxes as the Company is required to withhold pursuant to any law or governmental rule or regulation. Except as specifically provided otherwise in this Agreement, Executive shall be responsible for all taxes applicable to amounts payable under this Agreement.

22. Section 409A of the Code.

(a) This Agreement is intended to comply with, or be exempt from, Section 409A of the Code and its corresponding regulations, to the extent applicable, and will be operated in a manner that complies with Section 409A of the Code. Notwithstanding anything in this Agreement to the contrary, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable. As used in the Agreement with respect to payment of any amounts that are nonqualified deferred compensation subject to Section 409A of the Code, the term “termination of employment” shall mean Executive’s separation from service with the Company within the meaning of Section 409A of the Code and the regulations promulgated thereunder. In no event may Executive, directly or indirectly, designate the calendar year of a payment. For purposes of Section 409A of the Code, the right to a series of payments under the Agreement shall be treated as a right to a series of separate payments.

(b) Notwithstanding anything in this Agreement to the contrary, if the stock of the Company becomes publicly traded, if Executive is considered a “specified employee” under Section 409A of the Code and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service in order to avoid taxation under Section 409A of the Code, payment of such amounts shall be delayed as required by Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum payment within five business days after the end of the six-month period. If Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within 60 days after the date of Executive’s death.

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(c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, Executive, as specified under this Agreement: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

23. Section 162(m) of the Code. Executive agrees that if the stock of the Company becomes publicly traded, Executive and the Company will reasonably cooperate to attempt to agree to conform the provisions of this Agreement that the Company deems reasonably necessary to allow performance-based compensation to qualify for the “qualified performance-based compensation” exception to section 162(m) of the Code without material loss to Executive.

24. Attorneys’ Fees. The Company shall pay for Executive’s reasonable attorney fees incurred in connection with the review, negotiation and documentation of his employment by the Company, including the review, negotiation and documentation of this Agreement and the attachments hereto, up to a maximum of $62,500. The Company shall pay, to the fullest extent permitted by law, all legal fees and expenses which Executive may reasonably incur as a result of any contest by Executive of any termination of employment, or obtaining, enforcing or defending rights or benefits under this Agreement or any guarantee of performance hereof (including as a result of any contest by Executive about the amount of any payment pursuant to this Agreement), or under the Release; provided that Executive’s position was reasonable and in good faith and Executive substantially prevails on at least one substantive legal claim.

25. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of New York without giving effect to any conflict of laws provisions.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the Effective Date.

	SUNGARD DATA SYSTEMS INC.
Date: 5-13-11	By:		/s/ Robert F. Woods
		Name:	Robert F. Woods
		Title:	Senior Vice President-Finance & Chief Financial Officer

	SUNGARD CAPITAL CORP.
Date: 5-13-11	By:		/s/ Robert F. Woods
		Name:	Robert F. Woods
		Title:	Executive Vice President & Chief Financial Officer

	SUNGARD CAPITAL CORP. II
Date: 5-13-11	By:		/s/ Robert F. Woods
		Name:	Robert F. Woods
		Title:	Executive Vice President & Chief Financial Officer

Date: 5-13-11		/s/ Russell Fradin
	Executive

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Execution Version

EXHIBIT A

Name: Russell P. Fradin

Number of Stock Units: 307,000

Date of Grant: May 31, 2011

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

MANAGEMENT TIME-BASED RESTRICTED STOCK UNIT AGREEMENT

THIS AWARD AND ANY SECURITIES ISSUED UPON THE PAYMENT OF THIS

RESTRICTED STOCK UNIT AWARD ARE SUBJECT TO RESTRICTIONS ON VOTING

AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET

FORTH IN THE STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP.,

SUNGARD CAPITAL CORP. II, SUNGARD HOLDING CORP., SOLAR CAPITAL CORP.

AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD

CAPITAL CORP. II, DATED AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME TO

TIME, THE “STOCKHOLDERS AGREEMENT”).

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY

ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL

ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

This agreement (the “Agreement”) evidences Restricted Stock Units granted by SunGard Capital Corp., a Delaware corporation (the “Company”), and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Grantee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (as amended from time to time, the “Plan”) which is incorporated herein by reference and of which the Grantee hereby acknowledges receipt.

1. Grant of Restricted Stock Units. The Company and Lowerco (as applicable) grant to the Grantee, as of the above Date of Grant, Restricted Stock Units for the number of Stock Units stated above (the “Stock Units”), on the terms provided herein and in the Plan. The Stock Units represent a conditional right to receive Units (as defined below) consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares (the “Shares”). The Stock Units evidenced by this Agreement are granted to the Grantee in an Employment capacity as an Employee.

2. Stock Unit Account. The Company shall establish and maintain a Stock Unit account (the “Account”) as a bookkeeping account on its records for the Grantee and shall record in the Account the number of Stock Units awarded to the Grantee. No Shares shall be issued to the Grantee at the time the Award is made, and the Grantee shall not be, nor have any of the rights or privileges of, a stockholder of the Companies with respect to any Stock Units recorded in the Account or amounts credited to the Account pursuant to Section 8. The Grantee shall not have any interest in any fund or specific

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assets of the Companies by reason of this Award or the Account established for the Grantee.

3. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The terms “Change of Control” and “Disability” shall have the same meaning as set forth in the Stockholders Agreement and without regard to any subsequent amendment thereof. The term “Good Reason” shall have the same meaning as set forth in the Grantee’s employment agreement with SunGard Data Systems Inc., dated May 31, 2011, as it may be amended from time to time (the “Employment Agreement”). The following terms shall have the following meanings:

(a) “Adjustment Event” means (i) a cash distribution with respect to Shares paid to all or substantially all holders of Shares, other than cash dividends in respect of Shares declared by the Board as part of a regular dividend payment practice or stated cash dividend policy of the Company following an IPO, or (ii) a substantially pro rata redemption or substantially pro rata repurchase (in each case, as applicable, by the Company, Lowerco or any of their subsidiaries) of all or part of any class of Shares;

(b) “Date of Termination” means the date that the termination of the Grantee’s Employment with Employer is effective on account of the Grantee’s death, the Grantee’s Disability, termination by Employer for Cause or without Cause, or by the Grantee with or without Good Reason, as the case may be;

(c) “Employer” means the Company or, as the case may be, its Affiliate with whom the Grantee has entered into an Employment relationship;

(d) “Restrictive Covenant” means any of the restrictive covenants set forth in the Employment Agreement, or any of Executive’s obligations under a release of claims in favor of the Company, if any; and

(e) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the Date of Grant, as it may be adjusted as provided herein.

As used herein with respect to the Stock Units, the term “vest” means that the restrictions on the right to receive payment pursuant to the Stock Units lapse in whole or in specified part.

4. Vesting of Stock Units. The Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, in accordance with Schedule A, based on the Grantee’s continued Employment; provided, however, that:

(a) upon a Change of Control or an In Contemplation Termination, the Stock Units shall become fully vested;

(b) if the Grantee’s Employment terminates prior to a Change of Control as a result of (i) termination of the Grantee by Employer without Cause, (ii) resignation by the

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Grantee with or without Good Reason or (iii) the Grantee’s Disability or death, then the Stock Units shall immediately stop vesting, and any unvested Stock Units shall be forfeited as of the Date of Termination; and

(c) if the Grantee’s Employment terminates as a result of termination by Employer for Cause, then all Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination.

5. Payment of Stock Units. The Grantee’s then vested Stock Units shall be paid in Shares upon the first to occur of (i) a Change of Control that meets the requirements of a “change in control event” under Section 409A of the Code or (ii) the date that is three years after the Date of Grant. If a Change of Control occurs before the Stock Units are fully vested, any Stock Units that subsequently vest shall be paid upon the first to occur of (i) a Change of Control that meets the requirements of a “change in control event” under Section 409A of the Code if an In Contemplation Termination has occurred or (iii) the date that is three years after the Date of Grant. Notwithstanding the foregoing, a distribution of Shares under this Agreement upon separation from service shall only be made upon the Grantee’s “separation from service” within the meaning of Section 409A of the Code, and all distributions shall be made at a time and in a manner consistent with Section 409A. When the vested Stock Units become payable, the Companies will issue to the Grantee Shares representing the Units underlying the vested Stock Units, subject to satisfaction of the Grantee’s tax withholding obligations as described below, within 30 business days after the payment event.

6. Certain Calls and Puts. The Stock Units granted hereunder and the related Shares are subject to the call and put rights contained in Section 6 of the Stockholders Agreement, except that such put rights shall be granted only if and to the extent permitted by the Code (including Section 409A thereof); provided, however, that the call rights contained in Section 6 of the Stockholders Agreement shall not apply in the event of a termination resulting from Disability or death.

7. Share Restrictions, etc. Except as expressly provided herein, the Grantee’s rights hereunder and with respect to Shares received upon payment in accordance with Section 5 herein are subject to the restrictions and other provisions contained in the Stockholders Agreement.

8. Distributions, Redemptions, etc.

(a) Upon the occurrence of an Adjustment Event, there shall be credited to the Account an amount equal to the product of (i) the per-Share amount paid with respect to Shares underlying the Stock Unit in connection with the Adjustment Event, multiplied by (ii) the number of Shares of the class of stock affected by the Adjustment Event that are included in each Unit immediately prior to the Adjustment Event, multiplied by (iii) the number of Units underlying the Grantee’s Stock Units pursuant to this Award.

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(b) If any other cash dividend or distribution is paid with respect to Shares underlying the Stock Units, there shall be credited to the Account an amount equal to the product of (i) the per-Share amount paid with respect to Shares underlying the Stock Units, multiplied by (ii) the number of Shares of the applicable class of stock that are included in each Unit, multiplied by (iii) the number of Units underlying the Grantee’s Stock Units pursuant to this Award.

(c) The amount credited to the Account pursuant to this Section 8 with respect to Stock Units is referred to as the “Bonus Value.” The Bonus Value shall vest on the same terms as the Stock Units to which it relates, as set forth in this Agreement, and the vested Bonus Value shall be paid to the Grantee at the same time as the vested Stock Units are paid pursuant to Section 5 herein, consistent with Section 409A of the Code.

(d) In the case of a redemption or repurchase of Shares, the number of Shares of the class of stock redeemed or repurchased that are subject to outstanding Stock Units will be automatically reduced by an amount proportionate to the percentage reduction in outstanding Shares of the affected class resulting from the redemption or repurchase. The Grantee shall be entitled to receive any information reasonably requested regarding the composition of a Unit, as adjusted in accordance with this Section 8.

9. Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is in compliance with the Restrictive Covenants and the Employment Agreement. If the Grantee materially breaches any of the Restrictive Covenants or any of the Grantee’s other obligations under the Employment Agreement prior to the delivery of Shares pursuant to the Stock Units, the Committee may cancel any unpaid Stock Units, provided that, to the extent the violation is curable as determined in good faith by the Board, Grantee does not cure such material breach within 10 business days of the receipt of written notice from the Company of such breach (including the alleged details thereof). The Company shall also have the following (and only the following) additional remedies:

(a) During the six months after any delivery of Shares pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails to comply in any material respect with the terms of the Restrictive Covenants or of the Employment Agreement except that if the failure is curable, as determined in good faith by the Board, only if the Grantee fails to cure such material breach in accordance with the procedure set forth above. The Company shall notify the Grantee in writing of any such rescission within six months and 15 days after such delivery. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery.

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(b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s material breach of the terms of the Restrictive Covenants or of the Employment Agreement and failure to cure such material breach as provided above; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code.

The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

10. Legends, etc. Shares issued upon the lapse of any restrictions on the Stock Units shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

11. Transfer of Stock Units. The Stock Units may only be transferred by the laws of descent and distribution, or to a legal representative in the event of the Grantee’s incapacity.

12. Withholding. The payment of the Shares and other amounts in accordance with this Agreement will give rise to “wages” or other compensation income subject to withholding. The Grantee expressly acknowledges and agrees that the Grantee’s rights hereunder, including the right to be issued Shares in accordance with Section 5 herein and cash paid in accordance with Section 8 hereof, are subject to the Grantee promptly paying to the Companies in cash or by Share withholding as described below (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld. The Grantee also authorizes the Companies and their subsidiaries to withhold such amount from any amounts otherwise owed to the Grantee. Unless the Grantee elects otherwise in a time and manner specified by the Company, any tax withholding obligation with respect to the payment of Shares shall be satisfied by having Shares withheld up equal to (but rounded down if it would create an excess) the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities. Notwithstanding the foregoing sentence, such withholding of Shares to pay the Grantee’s tax withholding obligations as described in the foregoing sentence shall be

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automatic (and not elective) at any time following the Open Public Market Date (as defined in the Employment Agreement).

13. Grant Subject to Plan Provisions. This Award is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The Award and payment of the Stock Units are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Administrator in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i) the registration, qualification or listing of the shares issued under the Plan, (ii) changes in capitalization and (iii) other requirements of applicable law. The Administrator shall have the authority to interpret and construe the Stock Units pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder. This Award is subject to the dispute resolution provisions of Sections 7 and 8 of the Employment Agreement.

14. Effect on Employment. Neither the grant of the Stock Units, nor the issuance of Shares or other payments in accordance with this Agreement, shall give the Grantee any right to be retained in the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline the Grantee at any time, or affect any right of the Grantee to terminate his or her Employment at any time.

15. Delay in Payments for Specified Employees. Notwithstanding anything in this Agreement to the contrary, if the Grantee is a “specified employee” of a publicly traded corporation under Section 409A of the Code at the time of separation from service and if payment of any amount under this Agreement is required to be delayed for a period of six months after the separation from service pursuant to Section 409A of the Code, payment of such amount shall be delayed as required by Section 409A of the Code, and the accumulated postponed amount shall be paid in a lump sum payment within 10 days after the end of the six-month period. If the Grantee dies during the postponement period prior to the payment of postponed amount, the accumulated postponed amount shall be paid to the personal representative of the Grantee’s estate within 60 days after the date of the Grantee’s death.

16. Section 409A. It is intended that the Stock Units awarded hereunder shall comply with the requirements of Section 409A of the Code (and any regulations and guidelines issued thereunder), and this Agreement shall be interpreted on a basis consistent with such intent. Payments shall only be made on an event and in a manner permitted by Section 409A of the Code. Each payment under this Agreement is considered a separate payment for purposes of Section 409A of the Code. As provided under Section 409A, if calculation of the amount of a payment is not administratively practicable due to events beyond the control of the Grantee, the payment will be treated as made upon the date specified hereunder if the payment is made during the first calendar year in which calculation of the amount of the payment is administratively practicable. This Agreement may be amended without the consent of the Grantee in any respect deemed by the Committee to be necessary in order to preserve compliance with Section 409A of the Code.

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17. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

18. Amendment. In addition to the authority to make adjustments pursuant to Section 7(b) of the Plan, the Administrator may modify the terms of the Award as the Administrator deems appropriate, in good faith, to take account of a change in circumstances occasioned by a stock dividend or other similar distribution (whether in the form of stock, other securities or other property), stock split or combination of shares (including a reverse stock split), recapitalization, conversion, reorganization, consolidation, split-up, spin-off, combination, merger, exchange of stock, redemption or repurchase of all or part of the shares of any class of stock or any change in the capital structure of the Company or an Affiliate or other transaction or event.

[SIGNATURE PAGE FOLLOWS]

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By acceptance of the Stock Units, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement as a “Manager” as defined therein.

Executed as of the Date of Grant.

SunGard Capital Corp. and	SUNGARD CAPITAL CORP.
SunGard Capital Corp. II	SUNGARD CAPITAL CORP. II
	By:

Grantee

I ACKNOWLEDGE THAT I HAVE RECEIVED A COPY OF THIS AGREEMENT AND CERTAIN RELATED INFORMATION, AND THAT I HAVE READ AND UNDERSTOOD THESE DOCUMENTS. I ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THIS AGREEMENT.

Russell P. Fradin

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Schedule A

Vesting Schedule

33 1/3% of the Stock Units shall vest on each of the first three anniversaries of the Date of Grant.

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EXHIBIT B

PERFORMANCE-BASED OPTIONS

• 600,000 options will vest on a performance basis as to 20% on each of the first five anniversaries of the Effective Date.

• The performance triggers will be based on minimum and maximum thresholds for the Company.

• There will be a look-back mechanism where out-performance in any year can be carried back to vest previously forfeited options based on the achievement of cumulative EBITA.

• The minimum and maximum thresholds will be based on *** and ***, respectively, compounded annual EBITA growth from 2010A – 2015E. The thresholds are subject to adjustment for any acquisitions per the Company’s methodology.

• At the minimum threshold, Executive will vest 80,000 options in any given year.

• At the maximum threshold, Executive will vest 120,000 options in any given year.

• For performance above the minimum threshold and below the maximum threshold, Executive will vest on a linear basis between the 80,000 and 120,000 options.

• The performance thresholds will require establishing a baseline EBITA for the Company.

• The first performance vesting period will cover the period from the Effective Date through the year ending December 31, 2011.

• While the performance triggers are based on calendar year performance, Executive must remain with the Company through the anniversary of his Effective Date in order to vest in the prior calendar year.

• For example, if Executive starts in May 2011, he must remain with the Company through May 2012 in order to vest into his 2011 performance-based options.

• The maximum and minimum thresholds assume that the Company *** includes ***. If *** no longer part of the Company, the growth hurdles for the minimum and maximum vesting thresholds will change to:

• Excluding ***: minimum and maximum threshold based on *** and ***, respectively, compounded annual EBITA growth from 2010A – 2015E

• Excluding ***: minimum and maximum threshold based on *** and ***, respectively, compounded annual EBITA growth from 2010A – 2015E

• Excluding ***: minimum and maximum threshold based on *** and ***, respectively, compounded annual EBITA growth from 2010A – 2015E

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EXHIBIT C

EXECUTIVE RELEASE TO BE PROVIDED TO THE COMPANY

Separation of Employment Agreement and General Release

THIS SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made as of this          day of                 ,             , by and between Russell P. Fradin (“Executive”) and SunGard Data Systems Inc.                          (the “Company”).

WHEREAS, Executive is employed by the Company as                     ;

WHEREAS, Executive and the Company entered into an Employment Agreement, dated                 , 2011, (the “Employment Agreement”) which provides for certain benefits in the event that Executive’s employment is terminated on account of a reason set forth in the Employment Agreement;

WHEREAS, Executive’s employment with the Company will terminate effective                          (the “Termination Date”); and

WHEREAS, in connection with the termination of Executive’s employment, the parties have agreed to a separation package and the resolution of any and all disputes between them.

NOW, THEREFORE, IT IS HEREBY AGREED by and between Executive and the Company as follows:

1. Executive, for and in consideration of the commitments of the Company as set forth in paragraph 6 of this Agreement, and intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE the Company, its stockholders, affiliates, subsidiaries and parents, and in such capacities, their respective officers, directors, investors, employees, and agents, and their respective successors and assigns, heirs, executors, and administrators (collectively, “Releasees”) from all causes of action, suits, debts, claims and demands whatsoever in law or in equity, which Executive ever had, now has, or hereafter may have, whether known or unknown, or which Executive’s heirs, executors, or administrators may have, by reason of any matter, cause or thing whatsoever, from the beginning of time to the date of this Agreement, to the extent arising from or relating in any way to Executive’s employment relationship with the Company, the terms and conditions of that employment relationship, or the termination of that employment relationship, including, but not limited to, any claims arising under the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), Title VII of The Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, as amended, any applicable state fair employment practice laws, and any other claims under any federal, state or local common law, statutory, or regulatory provision, now or hereafter recognized, and any claims for attorneys’ fees and costs; provided, however, the foregoing shall in no event apply to (i) enforcement by Executive of Executive’s rights under this Agreement or the Employment Agreement, (ii) Executive’s rights as a stockholder in the Company or any of its affiliates, (iii) Executive’s rights to indemnifications and liability insurance under the Employment Agreement or any separate contract or insurance policy, (iv) Executive’s right to seek unemployment insurance benefits, (v) Executive’s right to seek workers’ compensation benefits, (vi) Executive’s rights under any outstanding equity awards granted to Executive during his employment with the Company, (v) Executive’s rights to any accrued, vested benefits under any Company employee benefit or pension plan or (vi) any claims that, as a matter of applicable law, are not waivable. This Agreement is effective without regard to the legal nature of the claims raised and

without regard to whether any such claims are based upon tort, equity, implied or express contract or discrimination of any sort.

2. Executive specifically releases the Releasees from any claims that Executive might have under the ADEA and any rights under the OWBPA; provided however, Executive is not waiving or releasing any rights Executive may have to challenge the knowing and voluntary nature of the release of ADEA claims pursuant to the OWBPA. Nothing in this Agreement shall be construed to prohibit Executive from filing a charge with or participating in any investigation or proceeding conducted by the EEOC or a comparable state or local agency. Notwithstanding the foregoing, Executive agrees to waive his right to recovery monetary damages in any charge, complaint or lawsuit filed by Executive or by anyone else on his behalf.

3. In consideration of Executive’s agreement to comply with the covenants described in Section 5 of the Employment Agreement, the Company agrees as set forth in paragraph 6 herein.

4. Executive further agrees and recognizes that Executive has permanently and irrevocably severed Executive’s employment relationship with the Company, that Executive shall not seek employment with the Company or any affiliated entity at any time in the future, and that neither the Company nor any affiliate has any obligation to employ Executive in the future.

5. Executive covenants and agrees that he will not, nor induce others to, disparage the Company, and SunGard Capital Corp. and SunGard Capital Corp. II (collectively, “Capital”), their respective past and present officers, directors, employees or products and none of the Company or Capital, formally, nor the Company’s and Capital’s board of directors and their respective senior executive officers will induce others to, disparage Executive. Nothing herein shall prohibit Executive or any of the aforesaid persons or entities (the “Involved Group”) from (a) disclosing that Executive is no longer employed by the Company, (b) responding truthfully to any governmental investigation, legal process or inquiry related thereto, (c) making traditional competitive statements in the course of promoting a competing business, so long as any statements described in this clause (c) do not intentionally disparage, defame, or otherwise damage or assail the reputation, integrity or professionalism of the other and, for Executive, are not based on confidential information obtained during the course of Executive’s employment with the Company or (d) good faith rebuttal of the Involved Group members untrue or misleading statement. For purposes of this Agreement, the term “disparage” means any statements, whether orally, in writing or through any medium (including, but not limited to, the press or other media, computer networks or bulletin boards, or any other form of communication), that intentionally disparage, defame, or otherwise damage or assail the reputation, integrity or professionalism of the other party.

6. In consideration for Executive’s agreement as set forth herein, the Company agrees to pay and provide Executive with the severance benefits described in Section 2.2 of Executive’s Employment Agreement. Executive agrees that he is not entitled to any severance payments beyond that expressly provided in the Employment Agreement or excepted herein.

7. Executive understands and agrees that the payments, benefits and agreements provided in this Agreement are being provided to Executive in consideration for Executive’s acceptance and execution of, and in reliance upon Executive’s representations in, this Agreement. Executive acknowledges that if Executive had not executed this Agreement containing a release of all claims against the Company and the Releasees, Executive would only have been entitled to the payments provided in the Company’s standard severance pay plan for employees.

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8. Executive acknowledges and agrees that the Company previously has satisfied any and all obligations owed to Executive under any employment agreement or offer letter Executive has with the Company or a Releasee and, further, that this Agreement supersedes any and all prior agreements or understandings, whether written or oral, between the parties, excluding only Executive’s post-termination obligations under Executive’s Employment Agreement, any obligations relating to the securities of the Company or any of its affiliates and the Company’s obligations under Sections 2.2, 10, 17 and 24 of the Employment Agreement, all of which shall remain in full force and effect to the extent not inconsistent with this Agreement, and further, that, except as set forth expressly herein, no promises or representations have been made to him in connection with the termination of Executive’s Employment Agreement or the terms of this Agreement.

9. Executive represents that Executive is not aware that he has in possession any records and business documents, whether on computer or hard copy, and other materials (including but not limited to computer disks and tapes, computer programs and software, office keys, correspondence, files, customer lists, technical information, customer information, pricing information, business strategies and plans, sales records and all copies thereof) (collectively, the “Corporate Records”) provided by the Company or its predecessors, parents, subsidiaries or affiliates or obtained as a result of Executive’s employment with the Company or its predecessors, parents, subsidiaries or affiliates, or created by Executive while employed by or rendering services to the Company or its predecessors, parents, subsidiaries or affiliates, provided, that, if Executive has not returned all property of the Company because Executive, in good faith, was not aware of Executive’s possession thereof, then Executive shall return such property to the Company promptly upon discovery that Executive has such property. Executive acknowledges that all such Corporate Records are the property of the Company. In addition, Executive shall promptly return any and all Company owned equipment or property, including, but not limited to, automobiles, personal data assistants, facsimile machines, copy machines, pagers, credit cards, cellular telephone equipment, business cards, laptops and computers. As of the Termination Date, the Company will make arrangements to remove, terminate or transfer any and all business communication lines including network access, cellular phone, fax line and other business numbers. Notwithstanding anything herein or in Section 6 of the Employment Agreement, Executive may keep, and utilize, his address book so long it only contains contact information.

10. Executive expressly waives all rights afforded by any statute which expressly limits the effect of a release with respect to unknown claims. Executive acknowledges the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims which provides that a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by it must have materially affected its settlement with the debtor.

11. Nothing in this Agreement shall prohibit or restrict Executive from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Company’s designated legal, compliance or human resources officers; (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization or (iv) challenging the knowing and voluntary nature of the release of ADEA claims pursuant to the OWBPA.

12. The parties agree and acknowledge that the agreements by the Company described herein, and the settlement and termination of any asserted or unasserted claims against the Releasees, are not and shall not be construed to be an admission of any violation of any federal, state or local statute or regulation, or of any duty owed by any of the Releasees to Executive.

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13. Executive agrees and recognizes that should Executive materially breach any of the obligations or covenants set forth in this Agreement or in Section 6 of the Employment Agreement, the Company will have no further obligation to provide Executive with the severance benefits set forth herein, and will have the right to seek repayment of all severance paid or provided up to the time of any such breach, to the extent provided in Section 7.3 of the Employment Agreement. Further, Executive acknowledges in the event of a breach of this Agreement, Releasees may seek any and all appropriate relief for any such breach, including equitable relief and money damages, attorney’s fees and costs.

14. This Agreement and the obligations of the parties hereunder shall be construed, interpreted and enforced in accordance with the laws of the State of New York without giving effect to any conflict of laws provisions.

15. Executive certifies and acknowledges as follows:

(a) That Executive has read the terms of this Agreement, and that Executive understands its terms and effects, including the fact that Executive has agreed to RELEASE AND FOREVER DISCHARGE the Company and each of the Releasees from any legal action arising out of Executive’s employment relationship with the Company and the termination of that employment relationship;

(b) That Executive has signed this Agreement voluntarily and knowingly in exchange for the consideration described herein, which Executive acknowledges is adequate and satisfactory to him and which Executive acknowledges is in addition to any other benefits to which Executive is otherwise entitled;

(c) That Executive has been and is hereby advised in writing to consult with an attorney prior to signing this Agreement;

(d) That Executive does not waive rights or claims that may arise after the date this Agreement is executed;

(e) That the Company has provided Executive with a period of [twenty-one (21)] or [forty-five (45)] days within which to consider this Agreement, and that Executive has signed on the date indicated below after concluding that this Separation of Employment Agreement and General Release is satisfactory to Executive; and

[Note: The applicable time period will depend on whether the termination is part of a reduction in force (45 days) or not (21 days). In addition, if the termination is in connection with a reduction in force, certain disclosures will need to be made to Executive to comply with the requirements of the ADEA if Executive is at least age 40.]

(f) Executive acknowledges that this Agreement may be revoked by Executive within seven (7) days after execution, and it shall not become effective until the expiration of such seven (7) day revocation period. In the event of a timely revocation by Executive, this Agreement will be deemed null and void and the Company will have no obligations hereunder.

[Signature Page Follows]

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Intending to be legally bound hereby, Executive and the Company executed the foregoing Separation of Employment Agreement and General Release this          day of                         ,         .

		Witness:
Russell P. Fradin
SUNGARD DATA SYSTEMS INC.
By:		Witness:
	Name:
	Title:

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EX-10.2

Exhibit 10.2

AMENDMENT

TO

EMPLOYMENT AGREEMENT

THIS AMENDMENT, dated as of May 12, 2011, between SunGard Data Systems Inc., a Delaware corporation (the “Company”), and Kathleen Asser Weslock (“Executive”).

WHEREAS, the Company and Executive previously entered into an Employment Agreement, dated as of March 12, 2010, (the “Employment Agreement”) that sets forth the terms and conditions of Executive’s employment with the Company;

WHEREAS, the Company and Executive desire to amend the Employment Agreement to provide for certain severance benefits if the Executive’s employment with the Company terminates on account of the Executive’s “Resignation for Good Reason;” and

WHEREAS, pursuant to Section 12(a) of the Employment Agreement, the Employment Agreement may be amended pursuant to a written amendment approved by the Chief Executive Officer of the Company and executed by a duly authorized officer of the Company and Executive.

NOW, THEREFORE, the Company and Executive hereby agree that, effective as of the date of this Amendment, the Employment Agreement shall be amended as follows:

1. Section 2.1 of the Employment Agreement is hereby amended in its entirety to read as follows:

“2.1 Termination without Cause or Resignation for Good Reason. The Company may terminate Executive’s employment with the Company at any time without Cause (as defined in Section 3) (in which case the Employment Term shall be deemed to have ended) upon not less than 60 days’ prior written notice pursuant to Section 11 to Executive; provided, however, that, in the event that such notice is given, Executive shall be allowed to seek other employment, to the extent such other employment is consistent with Executive’s obligations under Section 5. In addition, Executive may resign from her employment with the Company on account of a Resignation for Good Reason (as defined in Section 3) (in which case the Employment Term shall be deemed to have ended), with such resignation to become effective no later than the day immediately following the ninetieth (90th) day following the initial occurrence of the event constituting a Resignation for Good Reason.”

2. The heading for Section 2.2 of the Employment Agreement is hereby amended in its entirety to read as follows:

“2.2 Benefits Payable upon Termination without Cause or Resignation for Good Reason.”

3. Section 2.2(c) of the Employment Agreement is hereby amended in its entirety to read as follows:

“(c) Payment of the lump sum benefits described in subsections (a) and (b) above shall be made on the 60th day after Executive’s Termination Date, subject to Executive’s execution, and nonrevocation, of an effective Release.”

4. Section 2.3 of the Employment Agreement is hereby amended to add the following sentence to the end thereof:

“Notwithstanding the foregoing, this Section 2.3 shall not apply if Executive terminates her employment on account of a Resignation for Good Reason.”

5. A new Section 3(h) shall be added to the Employment Agreement to read as follows, with existing Sections 3(h) through 3(l), and all references to such Sections, to be renumbered as Sections 3(i) through 3(m), respectively:

“(h) “Resignation for Good Reason” means, without Executive’s express prior written consent, the occurrence of any of the following: (1) a significant reduction in the Executive’s base salary or level of benefits to which the Executive is entitled, other than by such reduction or change that is part of and consistent with a general reduction or change applicable to all executive officers of the Company unrelated to a Change of Control; (2) a change in the Executive’s positions, titles, offices or responsibilities that constitutes a material and adverse change from the Executive’s positions, titles, offices or responsibilities as in effect immediately before such change, provided, however, that a material and adverse change in Executive’s positions, titles, offices or responsibilities shall not be deemed to have occurred solely as a result of a spin-off of the availability services business of the Company (the “AS Business”), the sale of some or all of the assets of the AS Business or an initial public offering relating to the stock of any member of the SunGard Group; (3) a material change in the geographic location at which Executive must perform services, provided that normal business travel occasioned by Executive’s position shall not be deemed a material change in geographic location; or (4) the Company’s material breach of this Agreement, including, but not limited to, the failure by the Company to obtain, before a Change of Control occurs, an agreement in writing from any Successors and Assigns, to assume and agree to perform this Agreement; provided that within sixty (60) days following the first occurrence of any such event or condition, the Executive shall have given Notice of Termination to the Company and the Company shall not have fully corrected the event or condition within

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thirty (30) days after such Notice of Termination is given. Termination of the Executive’s employment by the Company for Cause, by the Executive other than for Resignation for Good Reason or as a result of the Executive’s death or Disability shall not be deemed to constitute or result in Resignation for Good Reason.”

6. Clause (ii) of the second sentence of Section 4 of the Employment Agreement is hereby amended in its entirety to read as follows:

“(ii) briefly summarize the facts and circumstances deemed to provide a basis for a termination of employment if for Cause or Resignation for Good Reason,”

7. The individual signing below on behalf of the Company is a duly authorized officer of the Company who has the authority to enter into this Amendment on behalf of the Company.

8. In all respects not modified by this Amendment, the Employment Agreement is hereby ratified and confirmed.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company and Executive agree to the terms of the foregoing Amendment, effective as of the date set forth above.

SUNGARD DATA SYSTEMS INC.
By:	/s/ Cristóbal Conde
Name:	Cristóbal Conde
Title:	Chief Executive Officer
Date:
EXECUTIVE
By:	/s/ Kathleen Asser Weslock
Name:	Kathleen Asser Weslock
Title:	Chief Human Resources Officer
Date:	May 11, 2011

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EX-10.3

Exhibit 10.3

Name: Template

Number of Stock Units: Template

Date of Grant:

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

MANAGEMENT TIME-BASED RESTRICTED STOCK UNIT AGREEMENT

THIS AWARD AND ANY SECURITIES ISSUED UPON THE PAYMENT OF THIS

RESTRICTED STOCK UNIT AWARD ARE SUBJECT TO RESTRICTIONS ON VOTING

AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET

FORTH IN THE STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP.,

SUNGARD CAPITAL CORP. II, SUNGARD HOLDING CORP., SOLAR CAPITAL CORP.

AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD

CAPITAL CORP. II, DATED AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME TO

TIME, THE “STOCKHOLDERS AGREEMENT”).

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY

ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL

ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

This agreement (the “Agreement”) evidences Restricted Stock Units granted by SunGard Capital Corp., a Delaware corporation (the “Company”), and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Grantee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (as amended from time to time, the “Plan”) which is incorporated herein by reference and of which the Grantee hereby acknowledges receipt.

1. Grant of Restricted Stock Units. The Company and Lowerco (as applicable) grant to the Grantee, as of the above Date of Grant, Restricted Stock Units for the number of Stock Units stated above (the “Stock Units”), on the terms provided herein and in the Plan. The Stock Units represent a conditional right to receive Units (as defined below) consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares (the “Shares”). The Stock Units evidenced by this Agreement are granted to the Grantee in an Employment capacity as an Employee.

2. Stock Unit Account. The Company shall establish and maintain a Stock Unit account (the “Account”) as a bookkeeping account on its records for the Grantee and shall record in the Account the number of Stock Units awarded to the Grantee. No Shares shall be issued to the Grantee at the time the Award is made, and the Grantee shall not be, nor have any of the rights or privileges of, a shareholder of the Companies with respect to any Stock Units recorded in the Account or amounts credited to the Account pursuant to Section 8. The Grantee shall not have any interest in any fund or specific assets of the Companies by reason of this Award or the Account established for the Grantee.

3. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The terms “Change of

Control,” “Disability” and “Fair Market Value” shall have the same meaning as set forth in the Stockholders Agreement and without regard to any subsequent amendment thereof. The following terms shall have the following meanings:

(a) “Adjustment Event” means (i) a cash distribution with respect to Shares paid to all or substantially all holders of Shares, other than cash dividends in respect of Shares declared by the Board as part of a regular dividend payment practice or stated cash dividend policy of the Company following an IPO, or (ii) a substantially pro rata redemption or substantially pro rata repurchase (in each case, as applicable, by the Company, Lowerco or any of their subsidiaries) of all or part of any class of Shares;

(b) “CEO” means the Chief Executive Officer of the Company.

(c) “Date of Termination” means the date that the termination of the Grantee’s Employment with Employer is effective on account of the Grantee’s death, the Grantee’s Disability, termination by Employer for Cause or without Cause, or by the Grantee, as the case may be;

(d) “Employer” means the Company or, as the case may be, its Affiliate with whom the Grantee has entered into an Employment relationship;

(e) “Restrictive Covenant” means any of the restrictive covenants set forth in Exhibit A, which is incorporated herein by reference;

(f) “Tax” or “Taxes” means any income tax, social insurance, payroll tax, contributions, payment on account obligations or other payments;

(g) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the Date of Grant, as it may be adjusted as provided herein; and

As used herein with respect to the Stock Units, the term “vest” means that the restrictions on the right to receive payment pursuant to the Stock Units lapse in whole or in specified part.

4. Vesting of Stock Units. The Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, in accordance with Schedule A, based on the Grantee’s continued Employment; provided, however, that:

(a) upon the Grantee’s Employment being terminated involuntarily by Employer within six months following a Change of Control other than for Cause, the Stock Units shall become fully vested;

(b) if the Grantee’s Employment terminates without or prior to a Change of Control as a result of (i) termination of the Grantee by Employer without Cause, (ii) resignation by the Grantee or (iii) the Grantee’s Disability or death, then the Stock Units shall immediately stop vesting, and any unvested Stock Units shall be forfeited as of the Date of Termination; and

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(c) if the Grantee’s Employment terminates as a result of termination by Employer for Cause, then the Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination.

5. Payment of Stock Units. The Grantee’s vested Stock Units shall be paid in Shares upon the first to occur of (i) a Change of Control that meets the requirements of a “change in control event” under Section 409A of the Code, (ii) the Grantee’s separation from service for any reason other than for Cause, or (iii) the date that is four years after the Date of Grant. If a Change of Control occurs before the Stock Units are fully vested, any Stock Units that subsequently vest shall be paid upon the first to occur of (i) the Grantee’s separation from service for any reason other than for Cause or (ii) the date that is four years after the Date of Grant. Notwithstanding the foregoing, all distributions of Shares under this Agreement upon separation from service shall only be made upon the Grantee’s “separation from service” within the meaning of Section 409A of the Code and a distribution shall be made at a time and in a manner consistent with Section 409A. Subject to Sections 15, 16 and 20, when the vested Stock Units become payable, the Companies will issue to the Grantee Shares representing the Units underlying the vested Stock Units, subject to satisfaction of the Grantee’s Tax withholding obligations as described below, within 30 days after the payment event.

6. Certain Calls and Puts. The Stock Units granted hereunder and the related Shares are subject to the call and put rights contained in Section 6 of the Stockholders Agreement, except that such put rights shall be granted only if and to the extent permitted by the Code (including Section 409A thereof); provided, however, that the call rights contained in Section 6 of the Stockholders Agreement shall not apply in the event of a termination resulting from Disability or death.

7. Share Restrictions, etc. Except as expressly provided herein, the Grantee’s rights hereunder and with respect to Shares received upon payment in accordance with Section 5 herein are subject to the restrictions and other provisions contained in the Stockholders Agreement.

8. Distributions, Redemptions, etc.

(a) Upon the occurrence of an Adjustment Event, there shall be credited to the Account an amount equal to the product of (i) the per-Share amount paid with respect to Shares underlying the Stock Units in connection with the Adjustment Event, multiplied by (ii) the number of Shares of the class of stock affected by the Adjustment Event that are included in each Unit immediately prior to the Adjustment Event, multiplied by (iii) the number of Units underlying the Grantee’s Stock Units pursuant to this Award.

(b) If any other cash dividend or distribution is paid with respect to Shares underlying the Stock Units, there shall be credited to the Account an amount equal to the product of (i) the per-Share amount paid with respect to Shares underlying the Stock Units, multiplied by (ii) the number of Shares of the applicable class of stock that are included in each Unit, multiplied by (iii) the number of Units underlying the Grantee’s Stock Units pursuant to this Award.

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(c) The amount credited to the Account pursuant to this Section 8 with respect to Stock Units is referred to as the “Bonus Value.” The Bonus Value shall vest on the same terms as the Stock Units to which it relates, as set forth in this Agreement, and the vested Bonus Value shall be paid to the Grantee, in cash, Shares or such other securities or assets as the Compensation Committee or Board shall determine, at the same time as the vested Stock Units are paid pursuant to Section 5 herein, consistent with Section 409A of the Code.

(d) In the case of a redemption or repurchase of Shares, the number of Shares of the class of stock redeemed or repurchased that are subject to outstanding Stock Units will be automatically reduced by an amount proportionate to the percentage reduction in outstanding Shares of the affected class resulting from the redemption or repurchase. The Grantee shall be entitled to receive any information reasonably requested regarding the composition of a Unit, as adjusted in accordance with this Section 8.

9. Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies:

(a) During the six months after any delivery of Shares pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, any duty to the Company or any of its Affiliates. The Company shall notify the Grantee in writing of any such rescission within one year after such delivery. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery.

(b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or the Grantee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall

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accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code.

The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

10. Legends, etc. Shares issued upon the lapse of any restrictions on the Stock Units shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

11. Transfer of Stock Units. The Stock Units may only be transferred by the laws of descent and distribution, or to a legal representative in the event of the Grantee’s incapacity and in accordance with the terms of the Stockholders Agreement.

12. Withholding. The payment of the Shares and other amounts in accordance with this Agreement will give rise to compensation income which may be subject to withholding. The Grantee expressly acknowledges and agrees that the Grantee’s rights hereunder, including the right to be issued Shares in accordance with Section 5 herein and paid cash in accordance with Section 8 hereof, are subject to the Grantee promptly paying to the Companies all Taxes required to be withheld, at the Grantee’s election, in cash or by Share withholding as described below (or by such other means as may be acceptable to the Administrator in its discretion). The Grantee also authorizes the Companies and their Affiliates to withhold such amount from any amounts otherwise owed to the Grantee. Unless the Grantee elects otherwise by providing written notice to the Company not later than 30 days after the payment event, any tax withholding obligation with respect to the payment of Shares shall be satisfied by having Shares withheld up to an amount that does not exceed the minimum applicable withholding Tax. Accordingly, unless the Grantee timely elects to pay the withholding Taxes in cash, the Grantee shall be deemed to have elected to pay such Taxes through Share withholding as described above. In addition, the Companies may require the Grantee to pay any taxes or other amounts required to be paid by the Companies or any Affiliate with respect to the grant or vesting of the Stock Units or the payment of the Shares. Any such taxes or amounts must be paid at such time and in such form as determined by the Companies.

13. Grant Subject to Plan Provisions. This Award is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The Award and payment of the Stock Units are subject to

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interpretations, regulations and determinations concerning the Plan established from time to time by the Administrator in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i) the registration, qualification or listing of the shares issued under the Plan, (ii) changes in capitalization and (iii) other requirements of applicable law. The Administrator shall have the authority to interpret and construe the Stock Units pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.

14. Effect on Employment. Neither the grant of the Stock Units, nor the issuance of Shares or other payments in accordance with this Agreement, shall give the Grantee any right to be retained in the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline the Grantee at any time, or affect any right of the Grantee to terminate his or her Employment at any time, subject to applicable local law and the terms of any employment agreement.

15. Delay in Payments for Specified Employees. Notwithstanding anything in this Agreement to the contrary, if the Grantee is a “specified employee” of a publicly traded corporation under Section 409A of the Code at the time of separation from service and if payment of any amount under this Agreement is required to be delayed for a period of six months after the separation from service pursuant to Section 409A of the Code, payment of such amount shall be delayed as required by Section 409A of the Code, and the accumulated postponed amount shall be paid in a lump sum payment within 10 days after the end of the six-month period. If the Grantee dies during the postponement period prior to the payment of postponed amount, the accumulated postponed amount shall be paid to the personal representative of the Grantee’s estate within 60 days after the date of the Grantee’s death.

16. Section 409A. It is intended that the Stock Units awarded hereunder shall comply with the requirements of Section 409A of the Code (and any regulations and guidelines issued thereunder), and this Agreement shall be interpreted on a basis consistent with such intent. Payments shall only be made on an event and in a manner permitted by Section 409A of the Code. Each payment under this Agreement is considered a separate payment for purposes of Section 409A of the Code. As provided under Section 409A, if calculation of the amount of a payment is not administratively practicable due to events beyond the control of the Grantee, the payment will be treated as made upon the date specified hereunder if the payment is made during the first calendar year in which calculation of the amount of the payment is administratively practicable. This Agreement may be amended without the consent of the Grantee in any respect deemed by the Committee to be necessary in order to preserve compliance with Section 409A of the Code.

17. Nature of Grant; No Entitlement; No Claim for Compensation. Grantee, in accepting the Stock Units, represents and acknowledges that Grantee’s participation in the Plan is voluntary; that participation in the Plan is discretionary and does not form any part of Grantee’s contract of employment, if any, with the Company or any of its subsidiaries; and that Grantee has not been induced to participate in the Plan by any expectation of employment or continued employment with the Company or any of its subsidiaries. Grantee furthermore understands and acknowledges that the grant of the Stock Units is discretionary and a one-time occurrence, does not constitute any portion of Grantee’s regular remuneration and is not intended to be taken into account in calculating service-related benefits, and bears no guarantee or implication that any additional grant will be made in the future. In consideration of the grant of

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the Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units or diminution in value of the Stock Units or any of the Shares issuable under the Stock Units from termination of Grantee’s employment by the Company or his or her employer, as applicable (and for any reason whatsoever and whether or not in breach of contract or local labor laws), and Grantee irrevocably release his or her employer, the Company and its subsidiaries, as applicable, from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, Grantee shall be deemed to have irrevocably waived Grantee’s entitlement to pursue such claim.

18. Personal Data. Grantee understands and acknowledges that in order to perform its obligations under the Plan, the Company and its subsidiaries may process personal data and/or sensitive personal data relating to Grantee. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other personal and financial data relating to Grantee (including, without limitation, Grantee’s address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title), and information about Grantee’s participation in the Plan and the Shares acquired from time to time pursuant to the Plan. Grantee, in accepting the Stock Units, gives his or her explicit and voluntary consent to the Company and its subsidiaries to collect, use and process any such personal data and/or sensitive personal data (in electronic or other form). Grantee also hereby gives his or her explicit and voluntary consent to the Company and its subsidiaries to transfer any such personal data and/or sensitive personal data (in electronic or other form) outside the country in which Grantee works or is employed. The legal persons for whom Grantee’s personal data are intended include the Company and any of its subsidiaries, any outside plan administrator or service provider selected by the Company or any of its subsidiaries from time to time, and any other person that the Administrator may find in its administration of the Plan to be appropriate; such recipients may be located in countries that have different data privacy laws and protections than Grantee’s country. Grantee hereby acknowledges that he or she has been informed of his or her right of access and correction to his or her personal data by contacting his or her local human resources representative. Grantee understands that the transfer of the information described herein is important to the administration of the Plan and that failure to consent to the transmission of such information may limit or prohibit his or her participation in the Plan.

19. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

20. Compliance with Laws, Regulations and Policies. The issuance of Shares pursuant to the vested Stock Units shall be subject to compliance by the Companies and the Grantee with all applicable requirements of law relating thereto (including, without limitation, foreign securities and exchange control requirements). The inability of the Companies to lawfully issue Shares or the inability of the Companies and/or the Grantee to obtain approval from any regulatory body having authority deemed by the Companies to be necessary to the lawful issuance of any Shares hereby shall relieve the Companies of any liability with respect to the non-issuance of the Shares. The Stock Units, and all Shares and other amounts payable

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pursuant to the Stock Units, are subject to the terms of any applicable clawback and other policies adopted by the Board.

21. Amendment. In addition to the authority to make adjustments pursuant to Section 7(b) of the Plan, the Administrator may modify the terms of the Award as the Administrator deems appropriate, in good faith, to take account of a change in circumstances occasioned by a stock dividend or other similar distribution (whether in the form of stock, other securities or other property), stock split or combination of shares (including a reverse stock split), recapitalization, conversion, reorganization, consolidation, split-up, spin-off, combination, merger, exchange of stock, redemption or repurchase of all or part of the shares of any class of stock or any change in the capital structure of the Company or an Affiliate or other transaction or event, including the power to adjust the performance goals that are affected by such a transaction.

22. Additional Terms and Conditions for Residents of Certain Countries. The following are additional terms and conditions that govern an Award granted to a Grantee resident in one of the countries listed below:

(a) For Residents of Chile: Neither the Company nor Lowerco or any of the Shares are (i) listed in the Chilean Registry of Securities or (ii) under the supervision and control of the Superintendencia Valores Y Seguros de Chile.

(b) For Residents of Hong Kong: The Stock Units and the Shares to be issued upon vesting of the Stock Units do not constitute a public offer of securities and are available only for employees of the Company or a subsidiary.

WARNING: The contents of the Agreement and the Plan have not been reviewed by any regulatory authority in Hong Kong. Grantee is advised to exercise caution in relation to the Stock Units. If Grantee is in any doubt as to the contents of the Agreement or the Plan, Grantee should obtain independent professional advice.

(c) For Residents of Singapore: The Stock Units have been granted pursuant to the “Qualifying Person” exemption” under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. Grantee should note that the Stock Units are subject to section 257 of the SFA and Grantee will not be able to make (i) any subsequent sale of the shares of Stock in Singapore or (ii) any offer of such subsequent sale of the shares of Stock subject to the Stock Units in Singapore, unless such sale or offer is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA (Chapter 289, 2006 Ed.).

[SIGNATURE PAGE FOLLOWS]

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By acceptance of the Stock Units, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement as a “Manager” as defined therein.

Executed as of the Date of Grant.

SunGard Capital Corp. and	SUNGARD CAPITAL CORP.
SunGard Capital Corp. II	SUNGARD CAPITAL CORP. II
	By:

Grantee

I ACKNOWLEDGE THAT I HAVE RECEIVED A COPY OF THIS AGREEMENT AND CERTAIN RELATED INFORMATION, AND THAT I HAVE READ AND UNDERSTOOD THESE DOCUMENTS. I ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THIS AGREEMENT.

Template

Grantee

I ALSO ACKNOWLEDGE, WITH RESPECT TO ALL PRIOR GRANTS OF RESTRICTED STOCK UNITS OR GRANTS OF OPTIONS BY THE COMPANIES TO ME, THAT I HAVE RECEIVED A COPY OF EACH RESTRICTED STOCK UNIT AGREEMENT AND/OR STOCK OPTION AGREEMENT AND CERTAIN RELATED INFORMATION, AND THAT I HAVE READ AND UNDERSTOOD THESE DOCUMENTS. I ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THE RESTRICTED STOCK UNIT AGREEMENTS AND/OR STOCK OPTION AGREEMENTS PREVIOUSLY GRANTED TO ME BY THE COMPANIES, WHICH ARE LISTED ON THE EQUITY STATEMENT THAT I RECEIVED ALONG WITH THIS AGREEMENT.

Template

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Schedule A

Vesting Schedule

28% of the Stock Units shall vest on the first anniversary of the Date of Grant (“Initial Vesting Date”); and

The remaining 72% of the Stock Units shall vest in equal monthly installments of 2% over the 36 months following the Initial Vesting Date starting with the first monthly anniversary of the Initial Vesting Date.

Exhibit 10.3

Exhibit A

Restrictive Covenants

1. The Grantee will not render services for any organization or engage directly or indirectly in any business which, in the judgment and sole determination of the CEO or another senior officer designated by the Committee, is or becomes competitive with the Company and/or its Affiliates (together, for purposes of this Exhibit A, “Company”), or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company. If the Grantee’s employment or other service with the Company has terminated, the judgment of the CEO or other designated officer will be based on the Grantee’s position and responsibilities while employed by the Company, the Grantee’s post-employment responsibilities and position with the other organization or business, the extent of past, current and potential competition or conflict between the Company and the other organization or business, the effect on the Company’s customers, suppliers, employees and competitors of the Grantee’s assuming the post-employment position and such other considerations as are deemed relevant given the applicable facts and circumstances.

2. The Grantee will not disclose to anyone outside the Company, or use other than in the Company’s business, any confidential or proprietary information or material relating to the business of the Company, acquired by the Grantee either during or after employment with the Company. The Grantee understands that the Company’s proprietary and confidential information includes, by way of example: (a) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (b) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (c) pricing policies, information about costs, profits and sales, methods of delivering software and services, marketing and sales strategies, and software and service development strategies; (d) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (e) screen designs, report designs and other designs, concepts and visual expressions for software products; (f) employment and payroll records; (g) forecasts, budgets, acquisition models and other non-public financial information; and (h) expansion plans, business or development plans, management policies, information about possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies.

3. The Grantee will promptly communicate to the Company, in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “works and ideas”) pertaining to the Company’s business, whether or not patentable or copyrightable, that are made, written, developed, or conceived by the Grantee, alone or with others, at any time (during or after business hours) while the Grantee is employed by the Company or during the three months after the Grantee’s employment terminates. The Grantee understands that all of those works and ideas will be the Company’s exclusive property, and by accepting the Stock Units the Grantee assigns and agrees to assign all the Grantee’s right, title and interest in those works and ideas to the Company. The Grantee will sign all documents which the Company deems necessary to confirm its ownership of those works and ideas, and the Grantee will cooperate fully with the Company to allow the Company to take full advantage of those works and ideas, including the securing of patent and/or copyright protection and/or other similar rights in the United States and in foreign countries.

4. The Grantee will not solicit or contact at any time, directly or through others, for the purpose or with the effect of competing or interfering with or harming any part of the Company’s business: (a) any customer or acquisition target under contract with the Company at any time during the last two years of the Grantee’s employment with the Company; (b) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from the Company at any time during the last two years of the Grantee’s employment with the Company; (c) any affiliate of any such customer or prospect; (d) any of the individual contacts established by the Company or the Grantee or others at the Company during the period of the Grantee’s employment with the Company; or (e) any individual who is an employee or independent contractor of the Company at the time of the solicitation or contact or who has been an employee or independent contractor within three months before such solicitation or contact.

EX-10.4

Exhibit 10.4

Name: Template

Number of Stock Units: Template

Date of Grant:

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

MANAGEMENT PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT

THIS AWARD AND ANY SECURITIES ISSUED UPON THE PAYMENT OF THIS

RESTRICTED STOCK UNIT AWARD ARE SUBJECT TO RESTRICTIONS ON VOTING

AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET

FORTH IN THE STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP.,

SUNGARD CAPITAL CORP. II, SUNGARD HOLDING CORP., SOLAR CAPITAL CORP.

AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD

CAPITAL CORP. II, DATED AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME TO

TIME, THE “STOCKHOLDERS AGREEMENT”).

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY

ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL

ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

This agreement (the “Agreement”) evidences Restricted Stock Units granted by SunGard Capital Corp., a Delaware corporation (the “Company”), and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Grantee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (as amended from time to time, the “Plan”) which is incorporated herein by reference and of which the Grantee hereby acknowledges receipt.

1. Grant of Restricted Stock Units. The Company and Lowerco (as applicable) grant to the Grantee, as of the above Date of Grant, Restricted Stock Units for the number of Stock Units stated above (the “Stock Units”), on the terms provided herein and in the Plan. The Stock Units represent a conditional right to receive Units (as defined below) consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares (the “Shares”). The Stock Units evidenced by this Agreement are granted to the Grantee in an Employment capacity as an Employee.

2. Stock Unit Account. The Company shall establish and maintain a Stock Unit account (the “Account”) as a bookkeeping account on its records for the Grantee and shall record in the Account the number of Stock Units awarded to the Grantee. No Shares shall be issued to the Grantee at the time the Award is made, and the Grantee shall not be, nor have any of the rights or privileges of, a shareholder of the Companies with respect to any Stock Units recorded in the Account or amounts credited to the Account pursuant to Section 8. The Grantee shall not have any interest in any fund or specific assets of the Companies by reason of this Award or the Account established for the Grantee.

3. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The terms “Change of Control,” “Disability” and “Fair Market Value” shall have the same meaning as set forth in the

Stockholders Agreement and without regard to any subsequent amendment thereof. The term “Performance Period” is defined in Schedule A. The following terms shall have the following meanings:

(a) “Adjustment Event” means (i) a cash distribution with respect to Shares paid to all or substantially all holders of Shares, other than cash dividends in respect of Shares declared by the Board as part of a regular dividend payment practice or stated cash dividend policy of the Company following an IPO, or (ii) a substantially pro rata redemption or substantially pro rata repurchase (in each case, as applicable, by the Company, Lowerco or any of their subsidiaries) of all or part of any class of Shares;

(b) “CEO” means the Chief Executive Officer of the Company.

(c) “Date of Termination” means the date that the termination of the Grantee’s Employment with Employer is effective on account of the Grantee’s death, the Grantee’s Disability, termination by Employer for Cause or without Cause, or by the Grantee, as the case may be;

(d) “Employer” means the Company or, as the case may be, its Affiliate with whom the Grantee has entered into an Employment relationship;

(e) “Investors” means investment funds advised by Silver Lake Partners, Bain Capital, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts, Providence Equity Partners and TPG that own capital stock of the Company;

(f) “Restrictive Covenant” means any of the restrictive covenants set forth in Exhibit A, which is incorporated herein by reference;

(g) “Tax” or “Taxes” means any income tax, social insurance, payroll tax, contributions, payment on account obligations or other payments;

(h) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the Date of Grant, as it may be adjusted as provided herein; and

(i) “Vest on a Pro Rata Basis” means, with respect to the Grantee’s termination of Employment described in Section 4(a) during the Performance Period, that the Grantee’s Stock Units shall continue to be earned through the end of the Performance Period, provided that only a portion of the Stock Units subject to this Restricted Stock Unit Agreement that otherwise would have been earned at the end of the Performance Period shall be earned as of the end of such period, such portion being determined by multiplying (i) the number of Stock Units that otherwise would have been earned at the end of such period based upon attainment of the pre-determined performance goal, by (ii) (A) the number of days in which the Grantee was employed by Employer during the Performance Period divided by (B) 550 (the number of days in the Performance Period) (rounded to the nearest whole number of Stock Units); and the Stock Units that are earned for

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the Performance Period as described in this paragraph shall vest as of the last day of the Performance Period pursuant to Section 4(a).

As used herein with respect to the Stock Units, the Stock Units shall be earned based on performance and shall vest based on Section 4 below, and the term “vest” means that the restrictions on the right to receive payment pursuant to the Stock Units lapse in whole or in specified part

4. Vesting of Stock Units. The Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, in accordance with Schedule A, based on the Grantee’s continued Employment; provided, however, that:

(a) if the Grantee’s Employment terminates on or after January 1, 2012 as a result of (i) termination of the Grantee by Employer without Cause or (ii) the Grantee’s Disability or death, then (A) if the Date of Termination occurs during the Performance Period, the Stock Units shall Vest on a Pro Rata Basis, and (B) if the Date of Termination occurs after end of the Performance Period, any unvested Stock Units that were earned for the Performance Period shall become fully vested as of the Date of Termination;

(b) if the Grantee’s Employment terminates for any reason before January 1, 2012, no Stock Units shall be earned or vested with respect to the Performance Period;

(c) if the Grantee’s Employment terminates as a result of resignation by the Grantee, then (A) if the Date of Termination occurs during the Performance Period, no Stock Units shall be earned or vested with respect to the Performance Period, and (B) if the Date of Termination occurs after end of the Performance Period, any Stock Units that were earned in the Performance Period shall be deemed to have stopped vesting as of the Date of Termination;

(d) if the Grantee’s Employment terminates as a result of termination by Employer for Cause, then the Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination; and

(e) upon a Change of Control during the Performance Period, the Compensation Committee of the Board and the CEO will determine in mutual consultation the effect of such Change of Control on the Stock Units, which shall be treated in a manner they jointly consider equitable under the circumstances; provided that in the event of a Change of Control after the Performance Period, any Stock Units that were earned with respect to the Performance Period and that have not yet vested shall vest in full upon the Change of Control.

5. Payment of Stock Units. The Grantee’s vested Stock Units shall be paid in Shares upon the first to occur of (i) a Change of Control that meets the requirements of a “change in control event” under Section 409A of the Code, (ii) the Grantee’s separation from service for any reason other than for Cause, or (iii) the date that is four years after the Date of Grant. If a Change of Control occurs before the Stock Units are fully vested, any Stock Units that subsequently vest shall be paid upon the first to occur of (i) the Grantee’s separation from service for any reason other than for Cause or (ii) the date that is four years after the Date of Grant.

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Notwithstanding the foregoing, all distributions of Shares under this Agreement upon separation from service shall only be made upon the Grantee’s “separation from service” within the meaning of Section 409A of the Code and a distribution shall be made at a time and in a manner consistent with Section 409A. Subject to Sections 15, 16 and 20, when the vested Stock Units become payable, the Companies will issue to the Grantee Shares representing the Units underlying the vested Stock Units, subject to satisfaction of the Grantee’s Tax withholding obligations as described below, within 30 days after the payment event.

6. Certain Calls and Puts. The Stock Units granted hereunder and the related Shares are subject to the call and put rights contained in Section 6 of the Stockholders Agreement, except that such put rights shall be granted only if and to the extent permitted by the Code (including Section 409A thereof); provided, however, that the call rights contained in Section 6 of the Stockholders Agreement shall not apply in the event of a termination resulting from Disability or death.

7. Share Restrictions, etc. Except as expressly provided herein, the Grantee’s rights hereunder and with respect to Shares received upon payment in accordance with Section 5 herein are subject to the restrictions and other provisions contained in the Stockholders Agreement.

8. Distributions, Redemptions, etc.

(a) Upon the occurrence of an Adjustment Event, there shall be credited to the Account an amount equal to the product of (i) the per-Share amount paid with respect to Shares underlying the Stock Units in connection with the Adjustment Event, multiplied by (ii) the number of Shares of the class of stock affected by the Adjustment Event that are included in each Unit immediately prior to the Adjustment Event, multiplied by (iii) the number of Units underlying the Grantee’s Stock Units pursuant to this Award.

(b) If any other cash dividend or distribution is paid with respect to Shares underlying the Stock Units, there shall be credited to the Account an amount equal to the product of (i) the per-Share amount paid with respect to Shares underlying the Stock Units, multiplied by (ii) the number of Shares of the applicable class of stock that are included in each Unit, multiplied by (iii) the number of Units underlying the Grantee’s Stock Units pursuant to this Award.

(c) The amount credited to the Account pursuant to this Section 8 with respect to Stock Units is referred to as the “Bonus Value.” The Bonus Value shall vest on the same terms as the Stock Units to which it relates, as set forth in this Agreement, and the vested Bonus Value shall be paid to the Grantee, in cash, Shares or such other securities or assets as the Compensation Committee or Board shall determine, at the same time as the vested Stock Units are paid pursuant to Section 5 herein, consistent with Section 409A of the Code.

(d) In the case of a redemption or repurchase of Shares, the number of Shares of the class of stock redeemed or repurchased that are subject to outstanding Stock Units will be automatically reduced by an amount proportionate to the percentage reduction in outstanding Shares of the affected class resulting from the

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redemption or repurchase. The Grantee shall be entitled to receive any information reasonably requested regarding the composition of a Unit, as adjusted in accordance with this Section 8.

9. Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies:

(a) During the six months after any delivery of Shares pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, any duty to the Company or any of its Affiliates. The Company shall notify the Grantee in writing of any such rescission within one year after such delivery. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery.

(b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or the Grantee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code.

The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or

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of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

10. Legends, etc. Shares issued upon the lapse of any restrictions on the Stock Units shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

11. Transfer of Stock Units. The Stock Units may only be transferred by the laws of descent and distribution, or to a legal representative in the event of the Grantee’s incapacity and in accordance with the terms of the Stockholders Agreement.

12. Withholding. The payment of the Shares and other amounts in accordance with this Agreement will give rise to compensation income which may be subject to withholding. The Grantee expressly acknowledges and agrees that the Grantee’s rights hereunder, including the right to be issued Shares in accordance with Section 5 herein and paid cash in accordance with Section 8 hereof, are subject to the Grantee promptly paying to the Companies all Taxes required to be withheld, at the Grantee’s election, in cash or by Share withholding as described below (or by such other means as may be acceptable to the Administrator in its discretion). The Grantee also authorizes the Companies and their Affiliates to withhold such amount from any amounts otherwise owed to the Grantee. Unless the Grantee elects otherwise by providing written notice to the Company not later than 30 days after the payment event, any tax withholding obligation with respect to the payment of Shares shall be satisfied by having Shares withheld up to an amount that does not exceed the minimum applicable withholding Tax. Accordingly, unless the Grantee timely elects to pay the withholding Taxes in cash, the Grantee shall be deemed to have elected to pay such Taxes through Share withholding as described above. In addition, the Companies may require the Grantee to pay any taxes or other amounts required to be paid by the Companies or any Affiliate with respect to the grant or vesting of the Stock Units or the payment of the Shares. Any such taxes or amounts must be paid at such time and in such form as determined by the Companies.

13. Grant Subject to Plan Provisions. This Award is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The Award and payment of the Stock Units are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Administrator in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i) the registration, qualification or listing of the shares issued under the Plan, (ii) changes in capitalization and (iii) other requirements of applicable law. The Administrator shall have the authority to interpret and construe the Stock Units pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.

14. Effect on Employment. Neither the grant of the Stock Units, nor the issuance of Shares or other payments in accordance with this Agreement, shall give the Grantee any right to be retained in the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline the Grantee at any

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time, or affect any right of the Grantee to terminate his or her Employment at any time, subject to applicable local law and the terms of any employment agreement.

15. Delay in Payments for Specified Employees. Notwithstanding anything in this Agreement to the contrary, if the Grantee is a “specified employee” of a publicly traded corporation under Section 409A of the Code at the time of separation from service and if payment of any amount under this Agreement is required to be delayed for a period of six months after the separation from service pursuant to Section 409A of the Code, payment of such amount shall be delayed as required by Section 409A of the Code, and the accumulated postponed amount shall be paid in a lump sum payment within 10 days after the end of the six-month period. If the Grantee dies during the postponement period prior to the payment of postponed amount, the accumulated postponed amount shall be paid to the personal representative of the Grantee’s estate within 60 days after the date of the Grantee’s death.

16. Section 409A. It is intended that the Stock Units awarded hereunder shall comply with the requirements of Section 409A of the Code (and any regulations and guidelines issued thereunder), and this Agreement shall be interpreted on a basis consistent with such intent. Payments shall only be made on an event and in a manner permitted by Section 409A of the Code. Each payment under this Agreement is considered a separate payment for purposes of Section 409A of the Code. As provided under Section 409A, if calculation of the amount of a payment is not administratively practicable due to events beyond the control of the Grantee, the payment will be treated as made upon the date specified hereunder if the payment is made during the first calendar year in which calculation of the amount of the payment is administratively practicable. Accordingly, if the Grantee’s Date of Termination occurs on or after January 1, 2012 during the Performance Period and the Stock Units Vest on a Pro Rata Basis under Section 4(a), and calculation of the amount of a payment is not administratively practicable due to events beyond the control of the Grantee, the vested Stock Units shall be paid during the first calendar year in which calculation of the amount of the payment is administratively practicable, in accordance with Section 409A. This Agreement may be amended without the consent of the Grantee in any respect deemed by the Committee to be necessary in order to preserve compliance with Section 409A of the Code.

17. Nature of Grant; No Entitlement; No Claim for Compensation. Grantee, in accepting the Stock Units, represents and acknowledges that Grantee’s participation in the Plan is voluntary; that participation in the Plan is discretionary and does not form any part of Grantee’s contract of employment, if any, with the Company or any of its subsidiaries; and that Grantee has not been induced to participate in the Plan by any expectation of employment or continued employment with the Company or any of its subsidiaries. Grantee furthermore understands and acknowledges that the grant of the Stock Units is discretionary and a one-time occurrence, does not constitute any portion of Grantee’s regular remuneration and is not intended to be taken into account in calculating service-related benefits, and bears no guarantee or implication that any additional grant will be made in the future. In consideration of the grant of the Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units or diminution in value of the Stock Units or any of the Shares issuable under the Stock Units from termination of Grantee’s employment by the Company or his or her employer, as applicable (and for any reason whatsoever and whether or not in breach of contract or local labor laws), and Grantee irrevocably release his or her employer, the Company and its subsidiaries, as applicable, from any such claim that may arise; if, notwithstanding the foregoing,

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any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, Grantee shall be deemed to have irrevocably waived Grantee’s entitlement to pursue such claim.

18. Personal Data. Grantee understands and acknowledges that in order to perform its obligations under the Plan, the Company and its subsidiaries may process personal data and/or sensitive personal data relating to Grantee. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other personal and financial data relating to Grantee (including, without limitation, Grantee’s address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title), and information about Grantee’s participation in the Plan and the Shares acquired from time to time pursuant to the Plan. Grantee, in accepting the Stock Units, gives his or her explicit and voluntary consent to the Company and its subsidiaries to collect, use and process any such personal data and/or sensitive personal data (in electronic or other form). Grantee also hereby gives his or her explicit and voluntary consent to the Company and its subsidiaries to transfer any such personal data and/or sensitive personal data (in electronic or other form) outside the country in which Grantee works or is employed. The legal persons for whom Grantee’s personal data are intended include the Company and any of its subsidiaries, any outside plan administrator or service provider selected by the Company or any of its subsidiaries from time to time, and any other person that the Administrator may find in its administration of the Plan to be appropriate; such recipients may be located in countries that have different data privacy laws and protections than Grantee’s country. Grantee hereby acknowledges that he or she has been informed of his or her right of access and correction to his or her personal data by contacting his or her local human resources representative. Grantee understands that the transfer of the information described herein is important to the administration of the Plan and that failure to consent to the transmission of such information may limit or prohibit his or her participation in the Plan.

19. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

20. Compliance with Laws, Regulations and Policies. The issuance of Shares pursuant to the vested Stock Units shall be subject to compliance by the Companies and the Grantee with all applicable requirements of law relating thereto (including, without limitation, foreign securities and exchange control requirements). The inability of the Companies to lawfully issue Shares or the inability of the Companies and/or the Grantee to obtain approval from any regulatory body having authority deemed by the Companies to be necessary to the lawful issuance of any Shares hereby shall relieve the Companies of any liability with respect to the non-issuance of the Shares. The Stock Units, and all Shares and other amounts payable pursuant to the Stock Units, are subject to the terms of any applicable clawback and other policies adopted by the Board.

21. Amendment. In addition to the authority to make adjustments pursuant to Section 7(b) of the Plan, the Administrator may modify the terms of the Award as the Administrator deems appropriate, in good faith, to take account of a change in circumstances occasioned by a stock dividend or other similar distribution (whether in the form of stock, other

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securities or other property), stock split or combination of shares (including a reverse stock split), recapitalization, conversion, reorganization, consolidation, split-up, spin-off, combination, merger, exchange of stock, redemption or repurchase of all or part of the shares of any class of stock or any change in the capital structure of the Company or an Affiliate or other transaction or event, including the power to adjust the performance goals that are affected by such a transaction.

22. Additional Terms and Conditions for Residents of Certain Countries. The following are additional terms and conditions that govern an Award granted to a Grantee resident in one of the countries listed below:

(a) For Residents of Chile: Neither the Company nor Lowerco or any of the Shares are (i) listed in the Chilean Registry of Securities or (ii) under the supervision and control of the Superintendencia Valores Y Seguros de Chile.

(b) For Residents of Hong Kong: The Stock Units and the Shares to be issued upon vesting of the Stock Units do not constitute a public offer of securities and are available only for employees of the Company or a subsidiary.

WARNING: The contents of the Agreement and the Plan have not been reviewed by any regulatory authority in Hong Kong. Grantee is advised to exercise caution in relation to the Stock Units. If Grantee is in any doubt as to the contents of the Agreement or the Plan, Grantee should obtain independent professional advice.

(c) For Residents of Singapore: The Stock Units have been granted pursuant to the “Qualifying Person” exemption” under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. Grantee should note that the Stock Units are subject to section 257 of the SFA and Grantee will not be able to make (i) any subsequent sale of the shares of Stock in Singapore or (ii) any offer of such subsequent sale of the shares of Stock subject to the Stock Units in Singapore, unless such sale or offer is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA (Chapter 289, 2006 Ed.).

[SIGNATURE PAGE FOLLOWS]

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By acceptance of the Stock Units, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement as a “Manager” as defined therein.

Executed as of the Date of Grant.

SunGard Capital Corp. and	SUNGARD CAPITAL CORP.
SunGard Capital Corp. II	SUNGARD CAPITAL CORP. II
	By:

Grantee

I ACKNOWLEDGE THAT I HAVE RECEIVED A COPY OF THIS AGREEMENT AND CERTAIN RELATED INFORMATION, AND THAT I HAVE READ AND UNDERSTOOD THESE DOCUMENTS. I ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THIS AGREEMENT.

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Grantee

I ALSO ACKNOWLEDGE, WITH RESPECT TO ALL PRIOR GRANTS OF RESTRICTED STOCK UNITS OR GRANTS OF OPTIONS BY THE COMPANIES TO ME, THAT I HAVE RECEIVED A COPY OF EACH RESTRICTED STOCK UNIT AGREEMENT AND/OR STOCK OPTION AGREEMENT AND CERTAIN RELATED INFORMATION, AND THAT I HAVE READ AND UNDERSTOOD THESE DOCUMENTS. I ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THE RESTRICTED STOCK UNIT AGREEMENTS AND/OR STOCK OPTION AGREEMENTS PREVIOUSLY GRANTED TO ME BY THE COMPANIES, WHICH ARE LISTED ON THE EQUITY STATEMENT THAT I RECEIVED ALONG WITH THIS AGREEMENT.

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Schedule A

Vesting Schedule

(1) The Stock Units shall be earned to the extent the Target is achieved at the end of Performance Period as follows, and the portion of the Stock Units that is earned for the Performance Period shall vest in accordance with paragraph (2) below:

(a) if Actual Internal EBITA for the Performance Period is less than or equal to 95% of the Target, none of the Stock Units shall be earned at the end of the Performance Period;

(b) if Actual Internal EBITA for the Performance Period is between 95% and 100% of the Target, the number of Stock Units that shall be earned at the end of the Performance Period shall be determined by linear interpolation between 95% and 100% of the number of Stock Units; and

(c) if Actual Internal EBITA for the Performance Period is equal to or greater than 100% of the Target, all of the Stock Units shall be earned at the end of the Performance Period.

(2) The Stock Units shall vest and be exercisable with respect to 52% of the total number of Stock Units earned under paragraph (1) above at the end of the Performance Period (“Initial Vesting Date”); and the remaining 48% of the total number of Stock Units earned shall vest and be exercisable in equal monthly installments of 2% over the 24 months following the Initial Vesting Date starting with the first monthly anniversary of the Initial Vesting Date.

(3) Any Stock Units that are not earned at the end of the Performance Period shall be forfeited as of the end of the Performance Period. Except as specifically provided in this Agreement, any unvested Stock Units shall be forfeited as of the Grantee’s Date of Termination.

For purposes of this Vesting Schedule:

“Performance Period” means the 18-month period from July 1, 2011 to December 31, 2012.

“Actual Internal EBITA” means the Company’s actual earnings before interest, taxes and amortization for the applicable period, determined based on the Company’s audited financials. Actual Internal EBITA shall not be reduced by costs of the Company’s proposed spin-off of its availability services business or related items, management and transaction fees payable to the Investors or their affiliates, extraordinary items (as determined by the Compensation Committee in consultation with the CEO) or non-cash equity incentive expenses. Actual Internal EBITA shall be calculated without giving effect to purchase accounting and shall be adjusted in good faith by the Compensation Committee in consultation with the CEO to reflect the consequences of acquisitions and dispositions. Unless otherwise determined by the Board or Compensation Committee and agreed to by the CEO, the adjustment for acquisitions and dispositions shall be based on a cost of funds used for acquisitions and released by dispositions at a rate of 11%, compounded at the rate of 7.5% per annum, provided that transactions with a purchase price in excess of $50 million may merit an alternative adjustment, in which case the rate will be as mutually agreed by the CEO and the Board or Compensation Committee. Actual Internal EBITA targets shall be appropriately adjusted by the Compensation Committee in consultation with the CEO in case of changes in GAAP promulgated by FASB or the SEC or changes in depreciation methodology.

“Target” means the sum of the Company’s final consolidated Actual Internal EBITA, as approved by the Board or Compensation Committee and as appears in the Company’s operating budget for (i) the period from July 1, 2011 to December 31, 2011 and (ii) the period from January 1, 2012 to December 31, 2012.

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Exhibit A

Restrictive Covenants

1. The Grantee will not render services for any organization or engage directly or indirectly in any business which, in the judgment and sole determination of the CEO or another senior officer designated by the Committee, is or becomes competitive with the Company and/or its Affiliates (together, for purposes of this Exhibit A, “Company”), or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company. If the Grantee’s employment or other service with the Company has terminated, the judgment of the CEO or other designated officer will be based on the Grantee’s position and responsibilities while employed by the Company, the Grantee’s post-employment responsibilities and position with the other organization or business, the extent of past, current and potential competition or conflict between the Company and the other organization or business, the effect on the Company’s customers, suppliers, employees and competitors of the Grantee’s assuming the post-employment position and such other considerations as are deemed relevant given the applicable facts and circumstances.

2. The Grantee will not disclose to anyone outside the Company, or use other than in the Company’s business, any confidential or proprietary information or material relating to the business of the Company, acquired by the Grantee either during or after employment with the Company. The Grantee understands that the Company’s proprietary and confidential information includes, by way of example: (a) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (b) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (c) pricing policies, information about costs, profits and sales, methods of delivering software and services, marketing and sales strategies, and software and service development strategies; (d) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (e) screen designs, report designs and other designs, concepts and visual expressions for software products; (f) employment and payroll records; (g) forecasts, budgets, acquisition models and other non-public financial information; and (h) expansion plans, business or development plans, management policies, information about possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies.

3. The Grantee will promptly communicate to the Company, in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “works and ideas”) pertaining to the Company’s business, whether or not patentable or copyrightable, that are made, written, developed, or conceived by the Grantee, alone or with others, at any time (during or after business hours) while the Grantee is employed by the Company or during the three months after the Grantee’s employment terminates. The Grantee understands that all of those works and ideas will be the Company’s exclusive property, and by accepting the Stock Units the Grantee assigns and agrees to assign all the Grantee’s right, title and interest in those works and ideas to the Company. The Grantee will sign all documents which the Company deems necessary to confirm its ownership of those works and ideas, and the Grantee will cooperate fully with the Company to allow the Company to take full advantage of those works and ideas, including the securing of patent and/or copyright protection and/or other similar rights in the United States and in foreign countries.

4. The Grantee will not solicit or contact at any time, directly or through others, for the purpose or with the effect of competing or interfering with or harming any part of the Company’s business: (a) any customer or acquisition target under contract with the Company at any time during the last two years of the Grantee’s employment with the Company; (b) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from the Company at any time during the last two years of the Grantee’s employment with the Company; (c) any affiliate of any such customer or prospect; (d) any of the individual contacts established by the Company or the Grantee or others at the Company during the period of the Grantee’s employment with the Company; or (e) any individual who is an employee or independent contractor of the Company at the time of the solicitation or contact or who has been an employee or independent contractor within three months before such solicitation or contact.

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EX-12.1

Exhibit 12.1

SunGard Capital Corp.

SunGard Capital Corp. II

SunGard Data Systems Inc.

Computation of Ratio of Earnings to Fixed Charges (Unaudited)

($ in millions)

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2011			2010			2011
Fixed charges
Interest expense	$	148		$	120		$	297		$	247
Amortization of debt issuance costs and debt discount		11			10			22			20
Portion of rental expense representative of interest		20			20			40			39
Total fixed charges	$	179		$	150		$	359		$	306
Earnings
Income (loss) from continuing operations before income taxes	$	(20	)	$	(21	)	$	(108	)	$	(96	)
Fixed charges per above		179			150			359			306
Total earnings	$	159		$	129		$	251		$	210
Ratio of earnings to fixed charges		*			*			*			*

* Earnings for the three months ended June 30, 2010 and 2011 were inadequate to cover fixed charges by $20 million and $21 million, respectively. Earnings for the six months ended June 30, 2010 and 2011 were inadequate to cover fixed charges by $108 million and $96 million, respectively.

EX-31.1

Exhibit 31.1

Certification of Russell P. Fradin

Required by Rule 13a-14(a) or Rule 15d-14(a) and

Section 302 of the Sarbanes-Oxley Act of 2002

I, Russell P. Fradin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. (collectively, “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

    Date: August 9, 2011

/s/ Russell P. Fradin

Russell P. Fradin

President and Chief Executive Officer

SunGard Capital Corp., SunGard Capital Corp. II

& SunGard Data Systems Inc.

EX-31.2

Exhibit 31.2

Certification of Robert F. Woods

Required by Rule 13a-14(a) or Rule 15d-14(a) and

Section 302 of the Sarbanes-Oxley Act of 2002

I, Robert F. Woods, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. (collectively, “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

    Date: August 9, 2011

/s/ Robert F. Woods

Robert F. Woods

Chief Financial Officer

SunGard Capital Corp., SunGard Capital Corp. II

& SunGard Data Systems Inc.

EX-32.1

Exhibit 32.1

Certification of Russell P. Fradin

Required by Rule 13a-14(b) or Rule 15d-14(b) and

Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.(S) 1350, as adopted), I, Russell P. Fradin, Chief Executive Officer of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. (collectively, the “Company”), hereby certify that to my knowledge:

1. The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2011 (the “Periodic Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

  Date: August 9, 2011

/s/ Russell P. Fradin

Russell P. Fradin

Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. and will be retained by SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Certification of Robert F. Woods

Required by Rule 13a-14(b) or Rule 15d-14(b) and

Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.(S) 1350, as adopted), I, Robert F. Woods, Chief Financial Officer of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. (collectively, the “Company”), hereby certify that to my knowledge:

1. The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2011 (the “Periodic Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

  Date: August 9, 2011

/s/ Robert F. Woods

Robert F. Woods

Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. and will be retained by SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. and furnished to the Securities and Exchange Commission or its staff upon request.