SC TO-I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

AGILYSYS, INC.

(Name of Issuer)

AGILYSYS, INC.

(Names of Filing Persons (Offeror and Issuer)

Common Shares, without par value
(Title of Class of Securities)

00847J105
(CUSIP Number of Class of Securities)

	Copy to:
Rita A. Thomas, Esq. Vice President, Corporate Counsel and Assistant Secretary 6065 Parkland Boulevard Mayfield Heights, Ohio 44124 Telephone: (440) 720-8500	Arthur C. Hall III, Esq. Calfee, Halter & Griswold LLP 1400 KeyBank Center 800 Superior Avenue Cleveland, Ohio 44114-2688 Telephone: (216) 622-8200

(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)

CALCULATION OF FILING FEE*

Transaction Valuation*	Amount of Filing Fee**
$111,000,000	$3,407.70

*	Calculated solely for purposes of determining the filing fee. This amount is based on the purchase of 6,000,000 common shares at the maximum tender offer price of $18.50 per share.
**	The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $30.70 per $1,000,000 of the value of the transaction.

o	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	Amount Previously Paid:                    N/A                     Filing Party:                     N/A
	Form or Registration No.:                   N/A                     Date Filed:                       N/A
o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1.

þ issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:     o

TABLE OF CONTENTS

Exhibit (a)(1)(i)

Exhibit (a)(1)(ii)

Exhibit (a)(1)(iii)

Exhibit (a)(1)(iv)

Exhibit (a)(1)(v)

Exhibit (a)(1)(vi)

Exhibit (a)(1)(vii)

Exhibit (a)(5)(i)

Exhibit (a)(5)(ii)

Exhibit (d)(1)

Exhibit (d)(34)

INTRODUCTION

This Tender Offer Statement on Schedule TO relates to the offer by Agilysys, Inc., an Ohio corporation (the “Company”), to purchase up to 6,000,000 of its common shares, without par value (the “Shares”), at a price not greater than $18.50 nor less than $16.25 per Share (such per Share purchase price, the “Purchase Price”), net to the seller in cash, without interest. The offer is subject to the terms and conditions set forth in the Offer to Purchase, dated August 21, 2007 (the “Offer to Purchase”), attached hereto as Exhibit (a)(1)(i), and the related Letter of Transmittal (the “Letter of Transmittal”), attached hereto as Exhibit (a)(1)(ii), which, together with any amendments or supplements to either, collectively constitute the “Tender Offer.” This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. Unless the context requires otherwise, all references to “Shares” shall include all the associated common share purchase rights issued pursuant to the Rights Agreement, dated as of April 27, 1999, by and between the Company and National City Bank. The information contained in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in response to all of the items in this Schedule TO, as more particularly described below.

1. Summary term sheet.

The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

2. Subject company information.

(a) The name of the issuer is Agilysys, Inc., an Ohio corporation, and the address and telephone number of its principal executive offices are 2255 Glades Road, Suite 301E, Boca Raton, Florida 33431, (561) 999-8700.

(b) As of August 15, 2007, there were 31,437,014 Shares outstanding.

(c) The information set forth in the Offer to Purchase under Section 8 (“Price Range of the Shares”) is incorporated herein by reference.

3. Identity and background of filing person.

The Company is the filing person. The Company’s address and telephone number are set forth in Item 2(a) above. The information set forth in the Offer to Purchase under Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

4. Terms of the transaction.

(a) The information set forth in the Offer to Purchase under the following Sections is incorporated herein by reference:

• “Summary Term Sheet;”

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• “Introduction;”

• Section 1 (“Number of Shares; Price; Priority of Purchase”);

• Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer”);

• Section 3 (“Procedures for Tendering Shares”)

• Section 4 (“Withdrawal Rights”);

• Section 5 (“Purchase of Shares and Payment of Purchase Price”);

• Section 6 (“Conditional Tender of Shares”);

• Section 7 (“Conditions of the Tender Offer”);

• Section 9 (“Source and Amount of Funds”);

• Section 10 (“Information about Agilysys, Inc.”);

• Section 12 (“Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act”);

• Section 13 (“Legal Matters; Regulatory Approvals”);

• Section 14 (“United States Federal Income Tax Consequences”);

• Section 15 (“Extension of the Tender Offer; Termination; Amendment”); and

• Section 16 (“Fees and Expenses”).

(b) The information set forth in the Offer to Purchase under “Introduction” and Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

5. Past contracts, transactions, negotiations and agreements.

The information set forth in the Offer to Purchase under “Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.

6. Purposes of the transaction and plans or proposals.

(a), (b) and (c) The information set forth in the Offer to Purchase under the following Sections is incorporated herein by reference:

• “Summary Term Sheet;”

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• Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer”); and

• Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”).

7. Source and amount of funds and other consideration.

(a), (b) and (d) The information set forth in the Offer to Purchase under the following Sections is incorporated herein by reference:

• Section 7 (“Conditions of the Tender Offer”); and

• Section 9 (“Source and Amount of Funds”).

8. Interest in securities of the subject company.

The information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

9. Persons/assets retained, employed, compensated or used.

The information set forth in the Offer to Purchase under Section 16 (“Fees and Expenses”) is incorporated herein by reference.

10. Financial statements.

(a) and (b) Not applicable.

11. Additional information.

(a) The information set forth in the Offer to Purchase under the following Sections is incorporated herein by reference:

• Section 10 (“Information About Agilysys, Inc.”);

• Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”);

• Section 12 (“Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act”);

• Section 13 (“Legal Matters; Regulatory Approvals”); and

• Section 16 (“Fees and Expenses”).

(b) The information set forth in the Offer to Purchase and the related Letter of Transmittal, as each may be amended from time to time, is incorporated herein by reference.

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12. Exhibits.

(a)(1)(i)*	Offer to Purchase, dated August 21, 2007
(a)(1)(ii)*	Letter of Transmittal
(a)(1)(iii)*	Notice of Guaranteed Delivery
(a)(1)(iv)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated August 21, 2007
(a)(1)(v)*	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated August 21, 2007
(a)(1)(vi)*	Letter to Shareholders, dated August 21, 2007
(a)(1)(vii)*	Letter to Participants in The Retirement Plan of Agilysys, Inc., dated August 21, 2007
(a)(2)	Not applicable
(a)(3)	Not applicable
(a)(4)	Not applicable
(a)(5)(i)*	Summary Advertisement, dated August 21, 2007
(a)(5)(ii)*	Press Release, dated August 21, 2007
(b)	Not applicable
(d)(1)*	Amended and Restated Retirement Plan of Agilysys, Inc., effective as of January 1, 2006
(d)(2)	Credit Agreement among Agilysys, Inc., the Borrower party thereto, the Lenders party thereto, and LaSalle Bank National Association, as Administrative Agent, dated as of October 18, 2005, which is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 21, 2005 (File No. 000-05734)
(d)(3)	The Company’s Executive Officer Annual Incentive Plan, which is incorporated herein by reference to Exhibit B to the Company’s definitive Schedule 14A filed July 8, 2005 (File No. 000-05734)
(d)(4)	The Company’s Amended and Restated 1991 Stock Option Plan, which is incorporated herein by reference to Exhibit 4.1 to the Company’s Form S-8 Registration Statement (Reg. No. 033-53329)

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(d)(5)	The Company’s Amended 1995 Stock Option Plan for Outside Directors, which is incorporated herein by reference to Exhibit 99.1 to the Company’s Form S-8 Registration Statement (Reg. No. 333-07143)
(d)(6)	Pioneer-Standard Electronics, Inc. 1999 Stock Option Plan for Outside Directors, which is incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 000-05734)
(d)(7)	Pioneer-Standard Electronics, Inc. 1999 Restricted Stock Plan, which is incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 000-05734)
(d)(8)	Pioneer-Standard Electronics, Inc. Supplemental Executive Retirement Plan, which is incorporated herein by reference to Exhibit 10(o) to the Company’s Annual Report on Form 10-K for the year ended March 31, 2000 (File No. 000-05734)
(d)(9)	Pioneer-Standard Electronics, Inc. Benefit Equalization Plan, which is incorporated herein by reference to Exhibit 10(p) to the Company’s Annual Report on Form 10-K for the year ended March 31, 2000 (File No. 000-05734)
(d)(10)	Form of Option Agreement between Pioneer-Standard Electronics, Inc. and the optionees under the Pioneer-Standard Electronics, Inc. 1999 Stock Option Plan for Outside Directors, which is incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 000-05734)
(d)(11)	Employment agreement, effective April 24, 2000, between Pioneer-Standard Electronics, Inc. and Steven M. Billick, which is incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 (File No. 000-05734)
(d)(12)	Pioneer-Standard Electronics, Inc. Senior Executive Disability Plan, effective April 1, 2000, which is incorporated herein by reference to Exhibit 10(v) to the Company’s Annual Report on Form 10-K for the year ended March 31, 2001 (File No. 000-05734)
(d)(13)	Non-Competition Agreement, dated as of February 25, 2000, between Pioneer-Standard Electronics, Inc. and Robert J. Bailey, which is incorporated herein by reference to Exhibit 10(w) to the Company’s Annual Report on Form 10-K for the year ended March 31, 2001 (File No. 000-05734)

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(d)(14)	Change of Control Agreement, dated as of February 25, 2000, between Pioneer-Standard Electronics, Inc. and Robert J. Bailey, which is incorporated herein by reference to Exhibit 10(x) to the Company’s Annual Report on Form 10-K for the year ended March 31, 2001 (File No. 000-05734)
(d)(15)	Non-Competition Agreement, dated as of February 25, 2000, between Pioneer-Standard Electronics, Inc. and Peter J. Coleman, which is incorporated herein by reference to Exhibit 10(y) to the Company’s Annual Report on Form 10-K for the year ended March 31, 2001 (File No. 000-05734)
(d)(16)	Change of Control Agreement, dated as of February 25, 2000, between Pioneer-Standard Electronics, Inc. and Peter J. Coleman, which is incorporated herein by reference to Exhibit 10(z) to the Company’s Annual Report on Form 10-K for the year ended March 31, 2001 (File No. 000-05734)
(d)(17)	Amendment to the Pioneer-Standard Electronics, Inc. Supplemental Executive Retirement Plan dated January 29, 2002, which is incorporated herein by reference to Exhibit 10(x) to the Company’s Annual Report on Form 10-K for the year ended March 31, 2002 (File No. 000-05734)
(d)(18)	Amended and Restated Employment agreement, effective April 1, 2002, between Pioneer-Standard Electronics, Inc. and James L. Bayman which is incorporated herein by reference to Exhibit 10(z) to the Company’s Annual Report on Form 10-K for the year ended March 31, 2002 (File No. 000-05734)
(d)(19)	Employment agreement, effective April 1, 2002, between Pioneer-Standard Electronics, Inc. and Arthur Rhein which is incorporated herein by reference to Exhibit 10(aa) to the Company’s Annual Report on Form 10-K for the year ended March 31, 2002 (File No. 000-05734)
(d)(20)	Amended and Restated Employment Agreement between Agilysys, Inc. and Arthur Rhein, effective December 23, 2005, which is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 30, 2005 (File No. 000-05734)
(d)(21)	Letter dated December 23, 2005 from Charles F. Christ to Arthur Rhein, which is incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 30, 2005 (File No. 000-05734)
(d)(22)	Amended and Restated Employment Agreement between Pioneer-Standard Electronics, Inc. and Arthur Rhein, effective April 1, 2003, which is incorporated by reference to Exhibit 10(cc) to the Company’s

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	Annual Report on Form 10-K for the year ended March 31, 2003 (File No. 000-05734)
(d)(23)	Amendment No. 1 to Employment Agreement, between Pioneer-Standard Electronics, Inc. and Steven M. Billick, effective April 1, 2002, which is incorporated by reference to Exhibit 10(dd) to the Company’s Annual Report on Form 10-K for the year ended March 31, 2003 (File No. 000-05734)
(d)(24)	Amendment No. 1 to Change of Control Agreement and Non-Competition Agreement, dated as of January 30, 2003, between Pioneer-Standard Electronics, Inc. and Robert J. Bailey, which is incorporated by reference to Exhibit 10(ee) to the Company’s Annual Report on Form 10-K for the year ended March 31, 2003 (File No. 000-05734)
(d)(25)	Amendment No. 1 to Change of Control Agreement and Non-Competition Agreement, dated as of January 30, 2003, between Pioneer-Standard Electronics, Inc. and Peter J. Coleman, which is incorporated by reference to Exhibit 10(ff) to the Company’s Annual Report on Form 10-K for the year ended March 31, 2003 (File No. 000-05734)
(d)(26)	Employment Agreement dated June 30, 2003 between Martin F. Ellis and Pioneer-Standard Electronics (n/k/a Agilysys, Inc.), which is incorporated by reference to Exhibit 10(gg) to the Company’s Annual Report on Form 10-K for the year ended March 31, 2004 (File No. 000-05734)
(d)(27)	Change of Control Agreement dated June 30, 2003 by and between Martin F. Ellis and Pioneer-Standard Electronics (n/k/a Agilysys, Inc.), which is incorporated by reference to Exhibit 10(hh) to the Company’s Annual Report on Form 10-K for the year ended March 31, 2004 (File No. 000-05734)
(d)(28)	Amendment No. 1 to Change of Control Agreement dated June 30, 2003 between Agilysys, Inc. and Martin F. Ellis, effective May 31, 2005, which is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 6, 2005 (File No. 000-05734)
(d)(29)	Non-Competition Agreement between Agilysys, Inc. and Martin F. Ellis, effective May 31, 2005, which is incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 6, 2005 (File No. 000-05734)
(d)(30)	Agilysys, Inc. 2006 Stock Incentive Plan, which is incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed August 3, 2006 (File No. 000-05734)
(d)(31)	Pioneer-Standard Electronics, Inc. 2000 Stock Option Plan for Outside Directors, which is incorporated by reference to Exhibit A to the

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	Company’s definitive Schedule 14A filed June 28, 2000 (File No. 000-05734)
(d)(32)	Amended and Restated Pioneer-Standard Electronics, Inc. 2000 Stock Incentive Plan, which is incorporated by reference to Exhibit B to the Company’s definitive Schedule 14A filed June 24, 2004 (File No. 000-05734)
(d)(33)	Rights Agreement, dated as of April 27, 1999, by and between the Company and National City Bank, which is incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A (File No. 000-05734)
(d)(34)*	Trust Agreement, dated as of August 1, 2004, by and between the Company and Investors Bank & Trust Company
(d)(35)	Second Amendment Agreement to the Credit Agreement among Agilysys, Inc., the Borrowers party thereto, the Lenders party thereto, and LaSalle Bank National Association, as Administrative Agent, which is incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed March 21, 2007 (File No. 000-5734)
(g)	Not applicable
(h)	Not applicable

* Filed herewith.

13. Information required by Schedule 13E-3.

Not Applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

	By:  /s/  Martin F. Ellis Name:    Martin F. Ellis
	Title:      Executive Vice President, Treasurer and Chief
	Financial Officer
Date: August 21, 2007

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EX-99.A.1.I

Exhibit (a)(1)(i)

OFFER TO PURCHASE

AGILYSYS, INC.

Offer to Purchase for Cash
Up to 6,000,000 of its Common Shares
(including the Associated Common Share Purchase Rights)
at a Purchase Price Not Greater Than $18.50
nor Less Than $16.25 Per Common Share

THE TENDER OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON SEPTEMBER 19, 2007, UNLESS THE TENDER OFFER IS EXTENDED.

Agilysys, Inc., an Ohio corporation (the “Company,” “we, “ or “us”), is offering to purchase up to 6,000,000 of its common shares, without par value (the “Shares”), at a price not greater than $18.50 nor less than $16.25 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in this Offer to Purchase and the related Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the “Tender Offer”).

On the terms and subject to the conditions of the Tender Offer, we will determine a single per Share price, not greater than $18.50 nor less than $16.25 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, that we will pay for Shares properly tendered and not properly withdrawn in the Tender Offer, taking into account the total number of Shares so tendered and the prices specified by tendering shareholders. After the Tender Offer expires, we will look at the prices chosen by shareholders for all of the Shares properly tendered and not properly withdrawn. We will then select the lowest purchase price (in multiples of $0.25 above $16.25) within the price range specified above that will allow us to buy 6,000,000 Shares. If fewer than 6,000,000 Shares are properly tendered and not properly withdrawn, we will select the lowest price that will allow us to buy all the Shares that are properly tendered and not properly withdrawn. All Shares we acquire in the Tender Offer will be acquired at the same purchase price regardless of whether the shareholder tendered at a lower price. If more than 6,000,000 Shares are tendered and not properly withdrawn, then we will purchase all Shares tendered at or below the purchase price on a pro rata basis, except for “odd lots” (lots of less than 100 Shares), which we will purchase on a priority basis, and except for each conditional tender whose condition was not met, which we will not purchase (except as described in Section 6). If more than 6,000,000 Shares are tendered at or below the purchase price, we may elect to purchase up to an additional 2% of our outstanding Shares in the Tender Offer without having to amend or extend the expiration date.

We will purchase only Shares properly tendered and not properly withdrawn at prices at or below the purchase price we determine. However, because of the “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, we may not purchase all of the Shares tendered at or below the purchase price if more than the number of Shares we seek are properly tendered and not properly withdrawn. We will return Shares tendered at prices in excess of the purchase price that we determine and Shares that we do not purchase because of proration or conditional tenders to the tendering shareholders at our expense promptly after the Tender Offer expires. See Section 3.

Unless the context requires otherwise, all references to “Shares” shall include all the associated common share purchase rights issued pursuant to the Rights Agreement, dated as of April 27, 1999, by and between the Company and National City Bank. All Shares tendered and purchased will include such associated common share purchase rights.

The Tender Offer is not conditioned upon any minimum number of Shares being tendered. The Tender Offer is, however, subject to certain other conditions. See Section 7.

The Shares are listed and traded on the National Association of Securities Dealers Automated Quotations system (“NASDAQ”) under the symbol “AGYS”. On August 20, 2007, the last full trading day before the commencement of the Tender Offer, the reported closing price of the Shares on NASDAQ was $15.63 per Share.

We urge you to obtain current market quotations for the Shares before deciding whether and at what purchase price or purchase prices to tender your Shares. See Section 8.

Questions and requests for assistance may be directed to Georgeson Inc. (the “Information Agent”), or to J.P. Morgan Securities Inc. (the “Dealer Manager” or “JPMorgan”), at their addresses and telephone numbers set forth on the back cover of this Offer to Purchase. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery should be directed to the Information Agent.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction or passed upon the merits or fairness of such transaction or passed upon the adequacy or accuracy of the information contained in this Offer to Purchase. Any representation to the contrary is a criminal offense.

The Dealer Manager for the Tender Offer is:

Offer to Purchase, dated August 21, 2007

IMPORTANT

Our Board of Directors has approved the Tender Offer. However, none of our management, our Board of Directors, the Dealer Manager, Depositary or the Information Agent makes any recommendation to any shareholder as to whether to tender or refrain from tendering any Shares or as to the price or prices at which shareholders may choose to tender their Shares. We have not authorized any person to make any recommendation. You should carefully evaluate all information in the Tender Offer and should consult your own investment and tax advisors. You must make your own decision as to whether to tender your Shares and, if so, how many Shares to tender and the price or prices at which you will tender them. In doing so, you should read carefully the information set forth or incorporated by reference in this Offer to Purchase and in the related Letter of Transmittal including our reasons for making this Tender Offer. All of our executive officers and directors have advised us that they do not intend to tender any of their Shares in the Tender Offer.

If you want to tender all or part of your Shares, you must do one of the following before the Tender Offer expires:

•  if your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and have the nominee tender your Shares for you;

•  if you hold certificates in your own name, complete and sign a Letter of Transmittal according to its instructions and deliver it, together with any required signature guarantees, the certificates for your Shares and any other documents required by the Letter of Transmittal, to National City Bank, the depositary for the Tender Offer (the “Depositary”), at one of its addresses shown on the Letter of Transmittal;

•  if you are an institution participating in The Depository Trust Company, tender your Shares according to the procedure for book-entry transfer described in Section 3 of this Offer to Purchase;

•  if you are a holder of vested options to purchase Shares under the Company’s equity compensation plans, you may exercise your vested options and tender any of the Shares issued upon exercise; or

•  if you are a participant in The Retirement Plan of Agilysys, Inc. (the “Plan”) and you wish to tender any of your Shares held in such Plan, you must follow the separate instructions and procedures described in Section 3 of this Offer to Purchase and you must review the separate materials related to the Plan enclosed with this Offer to Purchase.

If you want to tender your Shares but (a) the certificates for your Shares are not immediately available or cannot be delivered to the Depositary by the expiration of the Tender Offer, (b) you cannot comply with the procedure for book-entry transfer by the expiration of the Tender Offer, or (c) your other required documents cannot be delivered to the Depositary by the expiration of the Tender Offer, you can still tender your Shares if you comply with the guaranteed delivery procedures described in Section 3.

If you wish to maximize the chance that your Shares will be purchased in the Tender Offer, you should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer.” If you agree to accept the purchase price determined in the Tender Offer, your Shares will be deemed to be tendered at the minimum price of $16.25 per Share. You should understand that this election may lower the purchase price paid for all purchased Shares in the Tender Offer and could result in your Shares being purchased at the minimum price of $16.25 per Share. On August 20, 2007, the last full trading day prior to the commencement of the Tender Offer, the closing market price on NASDAQ was $15.63.

We are not making the Tender Offer to, and will not accept any tendered Shares from, shareholders in any jurisdiction where it would be illegal to do so. However, we may, at our discretion, take any actions necessary for us to make this Tender Offer to shareholders in any such jurisdiction.

If you have any questions regarding the Tender Offer, please contact Georgeson Inc., the Information Agent for the Tender Offer, at (866) 909-6471 (toll free) or (212) 440-9800 (collect), or JPMorgan, the Dealer Manager for the Tender Offer, at (877) 371-5947 (toll free) or (212) 622-2922 (collect).

We have not authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your Shares or as to the purchase price or purchase prices at which you may

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choose to tender your Shares in the Tender Offer. You should rely only on the information contained in this Offer to Purchase or to which we have referred you. We have not authorized anyone to provide you with information or to make any representation in connection with the Tender Offer other than those contained in this Offer to Purchase or in the Letter of Transmittal. If anyone makes any recommendation, gives you any information or makes any representation, you must not rely upon that recommendation, information or representation as having been authorized by us, the Dealer Manager, the Depositary or the Information Agent.

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TABLE OF CONTENTS

Section		Page
SUMMARY TERM SHEET			1
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS			9
INTRODUCTION			10
THE TENDER OFFER			12
1.	Number of Shares; Price; Priority of Purchase		12
2.	Purpose of the Tender Offer; Certain Effects of the Tender Offer		14
3.	Procedures for Tendering Shares		17
4.	Withdrawal Rights		21
5.	Purchase of Shares and Payment of Purchase Price		22
6.	Conditional Tender of Shares		23
7.	Conditions of the Tender Offer		24
8.	Price Range of the Shares		26
9.	Source and Amount of Funds		26
10.	Information About Agilysys, Inc.		27
11.	Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares		29
12.	Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act		31
13.	Legal Matters; Regulatory Approvals		32
14.	United States Federal Income Tax Consequences		32
15.	Extension of the Tender Offer; Termination; Amendment		35
16.	Fees and Expenses		36
17.	Miscellaneous		37

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SUMMARY TERM SHEET

We are providing this summary term sheet for your convenience. The Company is at times referred to as “we,” “our,” or “us.” This summary term sheet highlights the material information in this Offer to Purchase, but you should realize that it does not describe all of the details of the Tender Offer to the same extent described in this Offer to Purchase. We urge you to read the entire Offer to Purchase and the Letter of Transmittal because they contain the full details of the Tender Offer. We have included references to the sections of this Offer to Purchase where you will find a more complete discussion.

Who is offering to purchase my Shares?

•  Agilysys, Inc. or the Company.

What is the Company offering to Purchase?

•  We are offering to purchase up to 6,000,000 common shares, without par value, including all the associated common share purchase rights issued pursuant to the Rights Agreement, dated as of April 27, 1999, by and between the Company and National City Bank.

What will be the purchase price for the Shares and what will be the form of payment?

•  We are conducting the Tender Offer through a procedure commonly called a modified “Dutch Auction.”

This procedure allows you to select the price within a price range specified by us at which you are willing to sell your Shares. The lowest price that may be specified is $16.25. The prices that may be specified increase in increments of $0.25 up to $18.50, the highest price that may be specified.

The price range for the Tender Offer is $16.25 to $18.50 per Share. After the Tender Offer expires, we will look at the prices chosen by shareholders for all of the Shares properly tendered and not properly withdrawn. We will then select the lowest purchase price that will allow us to buy 6,000,000 Shares. On August 20, 2007, the last full trading day prior to the commencement of the Tender Offer, the closing market price on NASDAQ was $15.63. If fewer than 6,000,000 Shares are properly tendered and not properly withdrawn, we will select the lowest price that will allow us to buy all the Shares that are properly tendered and not properly withdrawn.

All Shares we purchase will be purchased at the same price, even if you have selected a lower price, but we will not purchase any Shares above the purchase price determined in the Tender Offer.

If you wish to maximize the chance that your Shares will be purchased, you should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer” indicating that you will accept the purchase price we determine. If you agree to accept the purchase price determined in the Tender Offer, your Shares will be deemed to be tendered at the minimum price of $16.25 per Share. You should understand that this election may lower the purchase price paid for all purchased Shares in the Tender Offer and could result in your Shares being purchased at the minimum price of $18.50 per Share.

If your Shares are purchased in the Tender Offer, we will pay you the purchase price in cash, less any applicable withholding taxes and without interest, promptly after the Tender Offer expires. See Sections 1 and 5. Under no circumstances will we pay interest on the purchase price, even if there is a delay in making payment.

What are the “associated common share purchase rights”?

•  Each time we issue a Share, we issue to the holder of such Share one stock purchase right pursuant to the Rights Agreement, dated as of April 27, 1999, by and between the Company and National City Bank, which is incorporated by reference as an exhibit to our Issuer Tender Offer Statement on Schedule TO (“Schedule TO”). These associated common share purchase rights are not represented by separate certificates. Instead, they are evidenced by the certificates for the Shares and they automatically trade with the

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associated Shares. Unless the context requires otherwise in this Offer to Purchase and the Letter of Transmittal, all references to Shares include the associated common share purchase rights, and a tender of Shares will include a tender of the associated common share purchase rights.

How many Shares is the Company offering to purchase in the Tender Offer?

•  We are offering to purchase up to 6,000,000 Shares. The 6,000,000 Shares represent approximately 19.1% of our issued and outstanding Shares as of August 15, 2007. See Section 1. If fewer than 6,000,000 Shares are properly tendered and not properly withdrawn, we will purchase all Shares that are properly tendered and not properly withdrawn. If more than 6,000,000 Shares are properly tendered and not properly withdrawn, we will purchase all Shares tendered at or below the purchase price on a pro rata basis, except for “odd lots” (lots held by owners of less than 100 Shares), which we will purchase on a priority basis, and except for each conditional tender whose condition was not met, which we will not purchase (except as described in Section 6). If more than 6,000,000 Shares are tendered at or below the purchase price, we may elect to purchase up to an additional 2% of our outstanding Shares in the Tender Offer without having to amend or extend the expiration date. See Sections 1 and 15.

The Tender Offer is not conditioned on any minimum number of Shares being tendered, but is subject to certain other conditions. See Sections 1 and 7.

How will the Company pay for the Shares?

•  Assuming that the maximum of 6,000,000 Shares are tendered in the Tender Offer at the maximum purchase price of $18.50 per Share, the aggregate purchase price will be approximately $111 million. We anticipate that we will pay for the Shares tendered in the Tender Offer, as well as paying related fees and expenses, using funds received from the sale of our KeyLink Systems Group distribution business (the “KeyLink Systems Business”). The sale of the KeyLink Systems Business resulted in net proceeds to the Company of approximately $350 million after taxes and expenses. See Section 9.

How long do I have to tender my Shares; can the Tender Offer be extended, amended or terminated?

•  You may tender your Shares until the Tender Offer expires. The Tender Offer will expire at 5:00 p.m., Eastern Time, on September 19, 2007, unless extended (such date and time, as they may be extended, the “Expiration Date” and “Expiration Time,” respectively). See Section 1. If a broker, dealer, commercial bank, trust company or other nominee holds your Shares, it is likely the nominee has established an earlier deadline for you to act to instruct the nominee to accept the Tender Offer on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company or other nominee to find out the nominee’s deadline.

You will have an earlier deadline of three business days prior to the Expiration Date if you wish to tender Shares held in The Retirement Plan of Agilysys, Inc. See the “Letter to Participants in The Retirement Plan of Agilysys, Inc.” sent separately to each Plan participant. See Section 3.

We may choose to extend the Tender Offer at any time and for any reason, subject to applicable laws. We cannot assure you that we will extend the Tender Offer or indicate the length of any extension that we may provide. If we extend the Tender Offer, we will delay the acceptance of any Shares that have been tendered. We can also amend the Tender Offer in our sole discretion in any respect, subject to applicable law, including a decrease or increase in the consideration offered or a decrease or increase in the number of Shares sought in the Tender Offer. In addition, we may, in our sole discretion and subject to applicable law, terminate the Tender Offer under certain circumstances. See Sections 7 and 15.

Prior to the expiration of the Tender Offer, we may file amendments to certain Form 8-Ks that we previously filed with the SEC. If we file those amendments, we will file amendments to our Issuer Offer Statement on Schedule TO to incorporate those amendments by reference into this Offer to Purchase. See “Recent Developments” in Section 10 of this Offer to Purchase.

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How will I be notified if the Company extends the Tender Offer or amends the terms of the Tender Offer?

•  If we extend the Tender Offer, we will issue a press release announcing the extension and the new Expiration Time by 9:00 a.m., Eastern Time, on the next business day after the previously scheduled Expiration Time. We will announce any amendment to the Tender Offer by making a public announcement of the amendment. See Section 15.

What is the purpose of the Tender Offer?

•  In determining to proceed with the Tender Offer, our Board of Directors and management evaluated our free cash flow, financial position and dividend policy, and the current market conditions and market price of our Shares, as well as our operations, strategies and expectations for the future. Our Board of Directors and management also reviewed alternative uses of the cash flow generated by the sale of the KeyLink Systems Business. As previously disclosed in connection with the divestiture of the KeyLink Systems Business, the Tender Offer is part of our commitment to increase financial flexibility and create value for shareholders and provides us with a tax-efficient mechanism to quickly distribute to our shareholders a significant portion of the proceeds from the sale of the KeyLink Systems Business. Upon our Board of Directors’ re-evaluation of the use of the funds from the KeyLink Systems Business, we believe that the Tender Offer is a prudent use of our financial resources, given our business profile, our assets and recent market conditions and market prices for our Shares. See Section 2.

The Board of Directors believes that the modified “Dutch Auction” tender offer set forth in this Offer to Purchase represents an efficient mechanism to provide all of our shareholders with the opportunity to tender all or a portion of their Shares and, thereby, receive a return of some or all of their investment if they so elect. The Tender Offer provides shareholders (particularly those who, because of the size of their shareholdings, might not be able to sell their Shares without potential disruption to the Share price) with an opportunity to obtain liquidity with respect to all or a portion of their Shares without potential disruption to the Share price and the usual transaction costs associated with market sales. In addition, if we complete the Tender Offer, shareholders who do not participate in the Tender Offer will automatically increase their relative percentage ownership interest in us and our future operations.

The Tender Offer also provides our shareholders with an efficient way to sell their Shares without incurring broker’s fees or commissions associated with open market sales. Furthermore, odd lot holders who hold Shares registered in their names and tender their Shares directly to the Depositary and whose Shares are purchased pursuant to the Tender Offer will avoid any applicable odd lot discounts that might otherwise be payable on sales of their Shares. See Sections 1 and 2.

In connection with the Board’s re-evaluation and approval of the Tender Offer, the Board also authorized the Company to repurchase in the open market up to an additional 2,000,000 Shares at a price per Share at or below the upper price limit of the Tender Offer ($18.50) during the one-year period beginning after the Expiration Time, provided that the aggregate purchase price of Shares purchased by the Company in the Tender Offer and open market repurchase shall not exceed $150 million. The Board determined that authorization of the open market repurchase program affords the Company additional flexibility to return cash to shareholders and is in the best interest of the Company and our shareholders. The timing of share repurchases and the number of shares to be repurchased will be at the discretion of the Company’s management and will depend upon prevailing market conditions and other factors. Notwithstanding the foregoing, due to Securities and Exchange Commission rules, the commencement, if any, of the open market repurchase program may not begin until at least 10 days after the expiration of the Tender Offer. The Company may terminate or limit the repurchase program at any time. Due to certain financial covenants contained in the Company’s Credit Agreement and Amended Credit Agreement (both as defined in Section 2) which would likely limit the Company’s ability to repurchase the full 2,000,000 Shares authorized under the repurchase program, the Company is seeking amendments to the Credit Agreement and Amended Credit Agreement in order to eliminate such limitations. See Section 2.

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What are the significant conditions to the Tender Offer?

•  Our obligation to accept and pay for your tendered Shares depends upon a number of conditions that must be satisfied, or waived by us, prior to the Expiration Time, including, but not limited to:

•  no legal action shall have been instituted, threatened, or been pending that challenges the Tender Offer or seeks to impose limitations on our ability (or any affiliate of ours) to acquire or hold or to exercise full rights of ownership of the Shares or could be reasonably expected to materially adversely effect our business, financial condition, results of operations or prospects or value of our Shares;

•  no general suspension of trading in, or general limitation on prices for, or trading in, securities on any national securities exchange or in the over-the-counter markets in the United States or the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory, shall have occurred;

•  no changes shall have occurred in the general political, market, economic or financial conditions, domestically or internationally, that are reasonably likely to materially and adversely affect our business or financial condition, results of operations, or prospects or value of our Shares, or otherwise materially financially impair the contemplated future conduct of our business or adversely affect the trading in the Shares;

•  no commencement of a war, armed hostilities or other similar national or international calamity, including but not limited to acts of terrorism, directly or indirectly involving the United States shall have occurred on or after August 21, 2007 nor shall any material escalation of any war or armed hostilities which had commenced prior to August 21, 2007 have occurred;

•  no decrease of more than 10% in the market price for the Shares or in the Dow Jones Industrial Average, NASDAQ Composite Index or the Standard & Poor’s 500 Composite Index (“S&P 500”) shall have occurred since the close of trading on August 20, 2007;

•  no tender or exchange offer (other than this Tender Offer), merger, business combination or other similar transaction with or involving us or any subsidiary, shall have commenced or have been proposed, announced or made by any person or have been publicly disclosed other than transactions approved by our Board of Directors;

•  no person (including a group) shall have acquired or publicly announced its proposal to acquire beneficial ownership of more than 5% of the outstanding Shares (other than anyone who publicly disclosed such ownership in a filing with the Securities and Exchange Commission (the “SEC”) and no new group shall have been formed that beneficially owns more than 5% of our outstanding shares on or before August 20, 2007);

•  no person (including a group) shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of our respective assets or securities, other than in connection with a transaction authorized by our Board of Directors;

•  no person (including a group) that has publicly disclosed in a filing with the SEC on or before August 20, 2007 that it has beneficial ownership of more than 5% of the outstanding Shares shall have acquired, or publicly announced its proposal to acquire, beneficial ownership of an additional 1% of the outstanding Shares;

•  no change in the business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations, licenses, results of operations or prospects of us or any of our subsidiaries or affiliates, taken as a whole, shall have occurred that has or is reasonably likely to have a materially adverse effect on us, our subsidiaries and our affiliates, taken as a whole; and

•  we shall not have determined that as a result of the consummation of the Tender Offer and the purchase of Shares that there will be a reasonable likelihood that the Shares either (1) will be held of record by less than 300 persons or (2) will be delisted from NASDAQ or be eligible for deregistration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Tender Offer also is subject to other conditions described in greater detail in Section 7.

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Following the Tender Offer, will the Company continue as a public company?

•  Yes. The completion of the Tender Offer in accordance with its terms and conditions will not cause the Company to be delisted from NASDAQ or to stop being subject to the periodic reporting requirements of the Exchange Act. It is a condition to our obligation to purchase Shares pursuant to the Tender Offer that such purchase not cause the Shares either (1) to be held of record by less than 300 persons or (2) to be delisted from NASDAQ or be eligible for deregistration.

How do I tender my Shares?

•  If you want to tender all or part of your Shares, you must do one of the following before 5:00 p.m., Eastern Time, on September 19, 2007, or any later time and date to which the Tender Offer may be extended, or earlier as described below as required for participants in The Retirement Plan of Agilysys, Inc. or as your broker or other nominee may require:

•  if your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and have the nominee tender your Shares for you;

•  if you hold certificates in your own name, complete and sign a Letter of Transmittal according to its instructions and deliver it, together with any required signature guarantees, the certificates for your Shares and any other documents required by the Letter of Transmittal, to the Depositary at its address shown on the Letter of Transmittal;

•  if you are an institution participating in the Tender Offer, you must tender your Shares according to the procedure for book entry transfer described in Section 3 of this Offer to Purchase;

•  if you are a holder of vested options to purchase Shares under the Company’s equity compensation plans, you may exercise your vested options and tender any of the Shares issued upon exercise; or

•  if you are a participant in The Retirement Plan of Agilysys, Inc. and you wish to tender any of your Shares held in the Plan, you must follow the separate instructions and procedures described in Section 3 of this Offer to Purchase and you must review the separate materials related to the Plan enclosed with this Offer to Purchase.

If you want to tender your Shares, but:

•  the certificates for your Shares are not immediately available or cannot be delivered to the Depositary by the expiration of the Tender Offer;

•  you cannot comply with the procedure for book-entry transfer by the expiration of the Tender Offer; or

•  your other required documents cannot be delivered to the Depositary by the expiration of the Tender Offer;

you can still tender your Shares if you comply with the guaranteed delivery procedure described in Section 3.

You may contact the Information Agent or the Dealer Manager for assistance. The contact information for the Information Agent and the Dealer Manager appears on the back cover of this Offer to Purchase. See Section 3 and the Instructions to the Letter of Transmittal.

How do holders of vested stock options and vested stock awards participate in the Tender Offer?

•  If you hold vested but unexercised options to purchase Shares, you may exercise such options in accordance with the terms of the applicable stock option plan or plans and tender the Shares received upon such exercise in accordance with the Tender Offer. An exercise of an option cannot be revoked for any reason even if Shares received upon the exercise thereof and tendered in the Tender Offer are not purchased in the Tender Offer. See Section 3. If your stock awards have vested you should follow the above instructions applicable to Shares held by a broker or Shares held in your own name, as applicable to you. Therefore such Holders of unvested stock awards or other restricted equity interests may not tender Shares or Shares represented by such interests unless they are fully vested. Holders of vested and unexercised options who wish to exercise vested options and tender Shares issued upon such exercise in the Tender Offer should allow for appropriate

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time for processing of such exercise in accordance with the terms and conditions of the applicable stock option plan prior to the expiration of the Tender Offer.

How do participants in The Retirement Plan of Agilysys, Inc. participate in the Tender Offer?

•  Participants in The Retirement Plan of Agilysys, Inc. may not use the Letter of Transmittal to direct the tender of their Shares in the Plan, but instead must follow the separate instructions related to those Shares in the “Letter to Participants in The Retirement Plan of Agilysys, Inc.” sent to participants in the Plan along with this Offer to Purchase. If you are a participant in the Plan and wish to have the trustee tender some or all Shares held in the Plan, you must complete, execute, and return the separate direction form included in the “Letter to Participants in The Retirement Plan of Agilysys, Inc.” at least three business days prior to the Expiration Time. See Section 3.

The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the trust agreement between the Company and the trustee of The Retirement Plan of Agilysys, Inc. prohibit the sale of Shares to the Company for less than adequate consideration, generally the price of the security prevailing on NASDAQ, which may prohibit the trustee from following participant directions to tender Shares to the Company at certain prices within the offered range.

May I tender only a portion of the Shares that I hold?

•  Yes. You do not have to tender all of the Shares you own to participate in the Tender Offer.

What happens if more than 6,000,000 Shares are tendered at or below the purchase price?

•  If more than 6,000,000 Shares (or such greater number of Shares as we may elect to accept for payment, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn prior to the Expiration Time, we will purchase Shares as follows:

•  first, all “odd lots” of less than 100 Shares from holders who properly tender all of their Shares at or below the purchase price determined in the Tender Offer and who do not properly withdraw them before the Expiration Time;

•  second, from all other shareholders who properly tender Shares at or below the purchase price determined in the Tender Offer and who do not properly withdraw them before the Expiration Time, on a pro rata basis (except for shareholders who tendered Shares conditionally for which the condition was not satisfied); and

•  third, only if necessary to permit us to purchase 6,000,000 Shares (or such greater number of Shares as we may elect to accept for payment, subject to applicable law), from holders who have tendered Shares at or below the purchase price determined in the Tender Offer conditionally (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have tendered all of their Shares.

Because of the “odd lot” priority, proration and conditional tender provisions described above, we may not purchase all of the Shares that you tender even if you tender them at or below the purchase price. See Section 1 and for additional information on conditional purchases, see Section 6.

If I own fewer than 100 Shares and I tender all of my Shares, will I be subject to proration?

•  If you own beneficially or of record fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the purchase price and do not properly withdraw them before the Expiration Time, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Shares without subjecting them to the proration procedure. See Section 1.

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Once I have tendered Shares in the Tender Offer, can I withdraw my tender?

•  Yes. You may withdraw any Shares you have tendered at any time before 5:00 p.m., Eastern Time, on September 19, 2007, unless we extend the Tender Offer, in which case you can withdraw your Shares until the expiration of the Tender Offer as extended. If we have not accepted for payment the Shares you have tendered to us, you may also withdraw your Shares at any time after 5:00 p.m., Eastern Time, on September 19, 2007. See Section 4.

How do I withdraw Shares I previously tendered?

•  To properly withdraw Shares, you must deliver a written notice of withdrawal with the required information to the Depositary while you still have the right to withdraw the Shares. If you have used more than one Letter of Transmittal or have otherwise tendered Shares in more than one group of Shares, you may withdraw Shares using either separate notices of withdrawal or a combined notice of withdrawal, so long as the required information is included. Your notice of withdrawal must specify your name, the number of Shares to be withdrawn and the name of the registered holder of these Shares. Some additional requirements apply if the Share certificates to be withdrawn have been delivered to the Depositary or if your Shares have been tendered under the procedure for book-entry transfer set forth in Section 3. See Section 4. If you have tendered your Shares by giving instructions to a bank, broker, dealer, trust company or other nominee, you must instruct the nominee to arrange for the withdrawal of your Shares.

Participants in The Retirement Plan of Agilysys, Inc. who wish to withdraw their Shares must follow the instructions found in the “Letter to Participants in The Retirement Plan of Agilysys, Inc.” sent separately to each Plan participant. See Section 4.

Has the Company or its Board of Directors adopted a position on the Tender Offer?

•  Our Board of Directors has approved the Tender Offer. However, neither we nor our Board of Directors, nor the Dealer Manager, the Depositary nor the Information Agent are making any recommendation to you as to whether you should tender or refrain from tendering your Shares or as to the purchase price or purchase prices at which you may choose to tender your Shares. You must make your own decision whether to tender your Shares and, if so, how many Shares to tender and the purchase price or purchase prices at which your Shares should be tendered. In so doing, you should read carefully the information in this Offer to Purchase and in the Letter of Transmittal. See Section 2.

Do the directors and executive officers of the Company intend to tender their Shares in the Tender Offer?

•  Our directors and executive officers have advised us that they do not intend to tender any of their Shares in the Tender Offer (including Shares they are deemed to beneficially own). Accordingly, if we complete the Tender Offer, the proportional holdings of our directors and executive officers will increase. However, after the expiration of the Tender Offer, our directors and executive officers may, in compliance with stock ownership guidelines, our insider-trading policy and applicable law, sell their Shares in open market transactions at prices that may or may not be more favorable than the purchase price to be paid to our shareholders in the Tender Offer. See Section 11.

If I decide not to tender, how will the Tender Offer affect my Shares?

•  Shareholders who choose not to tender their Shares will own a greater percentage interest in our outstanding Shares following consummation of the Tender Offer. See Section 2.

What is the recent market price of my Shares?

•  On August 20, 2007, the last full trading day before the commencement of the Tender Offer, the reported closing price of the Shares on NASDAQ was $15.63 per Share. You are urged to obtain current market quotations for the Shares before deciding whether and at what price or prices to tender your Shares. See Section 8.

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When will the Company pay for the Shares I tender?

•  We will pay the purchase price, net to the seller in cash, less any applicable withholding tax and without interest, for the Shares we purchase promptly after the expiration of the Tender Offer. If we are required to prorate Shares purchased in the Tender Offer, the announcement of the final results of such proration and the commencement of paying for tendered Shares may take up to seven business days after the expiration of the Tender Offer. See Section 5.

Will I have to pay brokerage commissions if I tender my Shares?

•  If you are the record owner of your Shares and your Shares are tendered directly to the Depositary, or hold your Shares through The Retirement Plan of Agilysys, Inc., you will not have to pay brokerage fees or similar expenses. If you own your Shares through a bank, broker, dealer, trust company or other nominee and the nominee tenders your Shares on your behalf, the nominee may charge you a fee for doing so. You should consult with your bank, broker, dealer, trust company or other nominee to determine whether any charges will apply. See Section 3.

What are the United States federal income tax consequences if I tender my Shares?

•  Generally, you will be subject to U.S. federal income taxation (including any applicable withholding) when you receive cash from us in exchange for the Shares you tender in the Tender Offer. The receipt of cash for your tendered Shares will generally be treated for U.S. federal income tax purposes either as (1) a sale or exchange or (2) a distribution in respect of stock from the Company. Special tax consequences may apply with respect to Shares tendered through The Retirement Plan of Agilysys, Inc. We recommend that you consult with your tax advisor with respect to your particular situation. See Section 14.

Will I have to pay stock transfer tax if I tender my Shares?

•  We will pay all stock transfer taxes unless payment is made to, or if Shares not tendered or accepted for payment are to be registered in the name of, someone other than the registered holder, or tendered certificates are registered in the name of someone other than the person signing the Letter of Transmittal. See Section 5.

Will I receive the second quarter dividend on the Shares that I tender?

•  The Company declared its second quarter dividend in the amount of $0.03 per Share payable to shareholders of record as of October 12, 2007 (“record date”), which is expected to be paid on November 1, 2007. Because the record date for the second quarter dividend is a date after the Expiration Date, you will not receive the second quarter dividend on the Shares purchased by the Company. However, in the event that the Expiration Date is extended beyond the record date for the second quarter dividend, you would receive the second quarter dividend on the Shares purchased by the Company. See Section 8, “Price Range of Shares.”

Whom can I talk to if I have questions?

•  If you have any questions regarding the Tender Offer, please contact Georgeson Inc., the Information Agent for the Tender Offer, at (866) 909-6471 (toll free) or (212) 440-9800 (collect), or JPMorgan, the Dealer Manager for the Tender Offer, at (877) 371-5947 (toll free) or (212) 622-2922 (collect). Additional contact information for the Information Agent and the Dealer Manager is set forth on the back cover of this Offer to Purchase. Participants in The Retirement Plan of Agilysys, Inc. who have questions relating to the Plan should contact the relevant party set forth in the “Letter to Participants in The Retirement Plan of Agilysys, Inc.” sent separately to each Plan participant.

What is the accounting treatment of the Tender Offer?

•  The accounting for the Company’s purchase of Shares in the Tender Offer will result in a reduction of our shareholders’ equity in an amount equal to the aggregate purchase price of the Shares we purchase plus the fees related to the Tender Offer and a corresponding reduction in cash and cash equivalents on our balance sheet.

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CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

This Offer to Purchase and the documents incorporated herein by reference include certain “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “predict,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “potential,” “strategy,” “plan,” “may,” “will,” “would,” “could,” “will be,” “will continue,” “will likely result” “outlook,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from those stated or implied.

In light of the risks, uncertainties and assumptions, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Risks and uncertainties include, but are not limited to:

•  identification of, and competition for, growth and expansion opportunities;

•  the Company’s dependence solely on the IT market;

•  softening in the computer network and platform market;

•  rapidly changing technology and inventory obsolescence;

•  dependence on key suppliers and supplier programs;

•  instability in world financial markets and geographic factors;

•  downward pressure on gross margins;

•  new product introductions, cash distribution policies, other divestitures and acquisitions, and development of intellectual assets;

•  the mergers between the Company and Visual One Systems, Stack Computer, InfoGenesis, Inc. (“InfoGenesis”) and Innovative Systems Design, Inc. (“Innovativ”) may involve unexpected integration costs and the expected benefits of the mergers between the Company and such companies may not be achieved;

•  political risks;

•  the strength of the economic or industry conditions in general or in the markets served by the Company, including changes in consumer purchasing power and spending patterns;

•  the Company’s ability to appropriately integrate acquisitions, strategic alliances or joint ventures;

•  unpredictable or unknown factors could also increase risks associated with the future results, performance or achievements of the Company; and

•  the ability to meet contractual obligations based on the impact of previously described factors and uneven patterns of quarterly sales.

Please refer to our Annual Report on Form 10-K for the fiscal year ended March 31, 2007 for additional information on risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements or that may otherwise impact us and our business. See Section 10. Notwithstanding anything in this Offer to Purchase, the Letter of Transmittal or any document incorporated by reference into this Offer to Purchase, the safe harbor protections of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with a tender offer.

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INTRODUCTION

To the Holders of our Shares:

We invite our shareholders to tender Shares for purchase by the Company. Upon the terms and subject to the conditions described in this Offer to Purchase and the Letter of Transmittal, we are offering to purchase up to 6,000,000 Shares at a price not greater than $18.50 nor less than $16.25 per Share, net to the seller in cash, less applicable withholding taxes and without interest. Unless the context otherwise requires, all references to “Shares” shall refer to all the associated common share purchase rights issued pursuant to the Rights Agreement, dated as of April 27, 1999, by and between the Company and National City Bank. All Shares tendered and purchased will include such associated common share purchase rights.

The Tender Offer will expire at 5:00 p.m., Eastern Time, on September 19, 2007, unless extended as described in Section 15.

After the Tender Offer expires, we will look at the prices chosen by shareholders for all of the Shares properly tendered and not properly withdrawn. We will then select the lowest purchase price within the price range specified above that will allow us to buy 6,000,000 Shares. If fewer than 6,000,000 Shares are properly tendered and not properly withdrawn, we will select the lowest price that will allow us to buy all the Shares that are properly tendered and not properly withdrawn. All Shares we acquire in the Tender Offer will be acquired at the same purchase price regardless of whether the shareholder tendered at a lower price.

We will purchase only Shares properly tendered at prices at or below the purchase price we determine and not properly withdrawn. However, because of the “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, we may not purchase all of the Shares tendered, even if shareholders tendered at or below the purchase price, if more than the number of Shares we seek are properly tendered and not properly withdrawn. We will return Shares tendered at prices in excess of the purchase price that we determine and Shares that we do not purchase because of the “odd lot” priority, proration or conditional tender provisions to the tendering shareholders at our expense promptly following the Expiration Time. See Section 1. If more than 6,000,000 Shares are tendered at or below the purchase price, then we will purchase all Shares tendered at or below the purchase price on a pro rata basis, except for “odd lots” (lots of less than 100 Shares), which we will purchase on a priority basis, and except for each conditional tender whose condition was not met, which we will not purchase (except as described in Section 6). If more than 6,000,000 Shares are tendered at or below the purchase price, we may elect to purchase up to an additional 2% of our outstanding Shares in the Tender Offer without having to amend or extend the expiration date.

Shareholders must complete the section of the Letter of Transmittal relating to the price or prices at which they are tendering Shares in order to properly tender Shares. See Section 3.

Tendering shareholders whose Shares are registered in their own names and who tender directly to National City Bank, the Depositary for the Tender Offer, will not be obligated to pay brokerage fees or commissions or, except as described in Section 5, stock transfer taxes on the purchase of Shares by us in the Tender Offer. If you own your Shares through a bank, broker, dealer, trust company or other nominee and the nominee tenders your Shares on your behalf, the nominee may charge you a fee for doing so. You should consult your bank, broker, dealer, trust company or other nominee to determine whether any charges will apply.

Participants in The Retirement Plan of Agilysys, Inc. may not use the Letter of Transmittal to direct the tender of their Shares held in the Plan, but instead must follow the separate instructions related to those Shares. Participants in The Retirement Plan of Agilysys, Inc. may instruct Investors Bank & Trust Company, the trustee of the Plan and Massachusetts Mutual Financial Group, the record keeper of the Plan, as set forth in the “Letter to Participants in The Retirement Plan of Agilysys, Inc.” to tender some or all of the Shares attributed to the participant’s account. If a participant’s instructions are not received three business days prior to the Expiration Date, the shares attributable to such participant’s account will not be tendered. See Section 3.

In addition, holders of vested but unexercised options to purchase Shares outstanding under our Amended and Restated 1991 Stock Option Plan, our Amended 1995 Stock Option Plan for Outside Directors, Pioneer-Standard Electronics, Inc. 1999 Stock Option Plan for Outside Directors, Pioneer-Standard Electronics, Inc. 2000 Stock

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Option Plan for Outside Directors, Amended and Restated Pioneer-Standard Electronics, Inc. 2000 Stock Incentive Plan and the Agilysys, Inc. 2006 Stock Incentive Plan (collectively, the “Stock Option Plans”) may exercise those options and tender some or all of the Shares issued upon such exercise. Holders of stock awards and other restricted equity interests may not tender Shares or Shares represented by such interests unless they are fully vested. An exercise of an option cannot be revoked for any reason even if Shares received upon the exercise thereof and tendered in the Tender Offer are not purchased in the Tender Offer.

The Tender Offer is not conditioned upon any minimum number of Shares being tendered. Our obligation to accept, and pay for, Shares validly tendered pursuant to the Tender Offer is conditioned upon satisfaction or waiver of the conditions set forth in Section 7.

Our Board of Directors has approved the Tender Offer. However, none of our management, our Board of Directors, the Dealer Manager, Depositary or the Information Agent makes any recommendation to any shareholder as to whether to tender or refrain from tendering any Shares or as to the price or prices at which shareholders may choose to tender their Shares. We have not authorized any person to make any recommendation. You should carefully evaluate all information in the Tender Offer and should consult your own investment and tax advisors. You must make your own decision as to whether to tender your Shares and, if so, how many Shares to tender and the price or prices at which you will tender them. In doing so, you should read carefully the information set forth or incorporated by reference in this Offer to Purchase and in the related Letter of Transmittal including our reasons for making this Tender Offer.

Our directors and executive officers have advised us that they do not intend to tender any of their Shares in the Tender Offer. Accordingly, if we complete the Tender Offer the proportional holdings of our directors and executive officers will increase. However, after the expiration of the Tender Offer, our directors and executive officers may, in compliance with stock ownership guidelines, our insider-trading policy and applicable law, sell their Shares in open market transactions at prices that may or may not be more favorable than the purchase price to be paid to our shareholders in the Tender Offer. See Section 11.

As of August 15, 2007 there were 31,437,014 Shares issued and outstanding. The 6,000,000 Shares that we are offering to purchase hereunder represent approximately 19.1% of the total number of issued and outstanding Shares as of August 15, 2007. The Shares are listed and traded on NASDAQ under the symbol “AGYS”. On August 20, 2007, the last full trading day before the commencement of the Tender Offer, the reported closing price of the Shares on NASDAQ was $15.63 per Share. We urge you to obtain current market quotations for the Shares before deciding whether and at what purchase price or purchase prices to tender your Shares. See Section 8.

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THE TENDER OFFER

1.   Number of Shares; Price; Priority of Purchase

General.  Upon the terms and subject to the conditions of the Tender Offer, we will purchase up to 6,000,000 Shares, or if fewer than 6,000,000 Shares are properly tendered and not properly withdrawn, all Shares that are properly tendered and not properly withdrawn in accordance with Section 4, at a price not greater than $18.50 nor less than $16.25 per Share, net to the seller in cash, less any applicable withholding tax and without interest.

The term “Expiration Time” means 5:00 p.m., Eastern Time, on September 19, 2007, unless we, in our sole discretion, extend the period of time during which the Tender Offer will remain open, in which event the term “Expiration Time” shall refer to the latest time and date at which the Tender Offer, as so extended by us, shall expire. See Section 15 for a description of our right to extend, delay, terminate or amend the Tender Offer.

If the Tender Offer is over-subscribed as described below, Shares tendered at or below the purchase price and not properly withdrawn will be subject to proration, except for “odd lots” as discussed below. The proration period and, except as described herein, withdrawal rights expire at the Expiration Time.

If we:

•  make any change to the price range at which we are offering to purchase Shares in the Tender Offer;

•  increase the number of Shares being sought in the Tender Offer and such increase in the number of Shares being sought exceeds 2% of our outstanding Shares (approximately 628,740 Shares); or

•  decrease the number of Shares being sought in the Tender Offer; and

the Tender Offer is scheduled to expire at any time earlier than the expiration of a period ending at 5:00 p.m., Eastern Time, on the tenth business day (as defined below) from, and including, the date that notice of any such increase or decrease is first published, sent or given in the manner specified in Section 15, then the Tender Offer will be extended until the expiration of such ten business day period. For the purposes of the Tender Offer, a “business day” means any day other than a Saturday, Sunday or United States federal holiday and consists of the time period from 12:01 a.m. to 12:00 midnight, Eastern Time.

The Tender Offer is not conditioned on any minimum number of Shares being tendered. The Tender Offer is, however, subject to satisfaction of certain other conditions. See Section 7.

In accordance with Instruction 5 of the Letter of Transmittal, shareholders desiring to tender Shares must specify the price or prices, not in excess of $18.50 nor less than $16.25 per Share, at which they are willing to sell their Shares to us in the Tender Offer. The lowest price that may be specified is $16.25. The prices that may be specified increase in increments of $0.25 up to $18.50, the highest price that may be specified. Alternatively, shareholders desiring to tender Shares can choose not to specify a price and, instead, elect to tender their Shares at the purchase price ultimately paid for Shares properly tendered and not properly withdrawn in the Tender Offer, which could result in the tendering shareholder receiving the minimum price of $16.25 per Share. See Section 8 for recent market prices for the Shares.

Promptly following the Expiration Time, we will look at the prices chosen by shareholders for all of the Shares properly tendered and not properly withdrawn and will determine, at our sole discretion, the lowest purchase price within the price range specified above that will allow us to buy 6,000,000 Shares. If fewer than 6,000,000 Shares are properly tendered and not properly withdrawn, we will select the lowest price that will allow us to buy all the Shares that are properly tendered and not properly withdrawn. Once the purchase price has been determined, we will promptly disclose such price in a manner calculated to inform shareholders of this information, which will include a press release through PR Newswire or another comparable service.

All Shares we acquire in the Tender Offer will be acquired at the same purchase price regardless of whether the shareholder tendered at a lower price. We will purchase only Shares properly tendered at prices at or below the purchase price we determine and not properly withdrawn. However, because of the “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, we may not purchase all of the Shares tendered,

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even if shareholders tendered at or below the purchase price, if more than the number of Shares we seek to purchase are properly tendered and not properly withdrawn. We will return Shares tendered at prices in excess of the purchase price that we determine and Shares that we do not purchase because of the “odd lot” priority, proration or conditional tender provisions to the tendering shareholders at our expense promptly after the Tender Offer expires. Shareholders can specify one minimum price for a specified portion of their Shares and a different minimum price for other specified Shares, but a separate Letter of Transmittal must be submitted for Shares tendered at each price.

Shareholders also can specify the order in which we will purchase the specified portions in the event that, as a result of the proration provisions described below or otherwise, we purchase some but not all of the tendered Shares pursuant to the Tender Offer. In the event a shareholder does not designate the order and fewer than all Shares are purchased due to proration, the Depositary will select the order of Shares purchased.

If the number of Shares properly tendered at or below the purchase price determined in the Tender Offer, and not properly withdrawn prior to the Expiration Time, is less than or equal to 6,000,000 Shares, or such greater number of Shares as we may elect to accept for payment, we will, subject to applicable law and upon the terms and subject to the conditions of the Tender Offer, purchase all Shares so tendered at the purchase price we determine.

Priority of Purchases.  Upon the terms and subject to the conditions of the Tender Offer, if more than 6,000,000 Shares, or such greater number of Shares as we may elect to accept for payment, have been properly tendered at prices at or below the purchase price selected by us and not properly withdrawn prior to the Expiration Time, we will, subject to applicable law, purchase properly tendered Shares on the basis set forth below:

•  First, we will purchase all Shares tendered by any Odd Lot Holder (as defined below) who:

•  tenders all Shares owned beneficially and of record by the Odd Lot Holder at a price at or below the purchase price determined in the Tender Offer (tenders of less than all of the Shares owned by an Odd Lot Holder will not qualify for this priority); and

•  completes the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

•  Second, subject to the conditional tender provisions described in Section 6, we will purchase all other Shares tendered at prices at or below the purchase price determined in the Tender Offer on a pro rata basis with appropriate adjustments to avoid purchases of fractional Shares, as described below.

•  Third, if necessary to permit us to purchase 6,000,000 Shares (or such greater number of Shares as we may elect to accept for payment, subject to applicable law), Shares conditionally tendered at or below the purchase price determined in the Tender Offer, will, to the extent feasible, be selected for purchase by random lot. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have tendered all of their Shares.

As a result of the foregoing priorities applicable to the purchase of Shares tendered, it is possible that all of the Shares that a shareholder tenders in the Tender Offer may not be purchased even if they are tendered at prices at or below the purchase price. In addition, if a tender is conditioned upon the purchase of a specified number of Shares, it is possible that none of those Shares will be purchased even though those Shares were tendered at prices at or below the purchase price we determine.

Odd Lots.  The term “odd lots” means all Shares properly tendered prior to the Expiration Time at prices at or below the purchase price determined in the Tender Offer and not properly withdrawn by any person (an “Odd Lot Holder”) who owns beneficially or of record fewer than 100 Shares in the aggregate and so certifies in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery.

To qualify for this priority, an Odd Lot Holder must tender all Shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd lots will be accepted for payment before any proration of the purchase of other tendered Shares. This priority is not available to partial tenders or to beneficial or record holders of 100 or more Shares in the aggregate, even if these holders have separate accounts or certificates representing fewer than 100 Shares. By tendering in the Tender Offer, an Odd Lot Holder who holds Shares in its

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name and tenders its Shares directly to the Depositary would also avoid any applicable odd lot discounts in a sale of the holder’s Shares. Any Odd Lot Holder wishing to tender all of its Shares pursuant to the Tender Offer should complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

Proration.  If proration of tendered Shares is required, we will determine the proration factor promptly following the Expiration Time. Subject to adjustment to avoid the purchase of fractional Shares and subject to the provisions governing conditional tenders described in Section 6, proration for each shareholder tendering Shares, other than Odd Lot Holders, will be based on the ratio of the number of Shares properly tendered and not properly withdrawn by the shareholder to the total number of Shares properly tendered and not properly withdrawn by all shareholders, other than Odd Lot Holders, at or below the purchase price determined in the Tender Offer. Because of the difficulty in determining the number of Shares properly tendered and not properly withdrawn, and because of the odd lot priority described above and the conditional tender procedure described in Section 6, we expect that we will not be able to announce the final proration factor or commence payment for any Shares purchased pursuant to the Tender Offer until up to seven business days after the Expiration Time. The preliminary results of any proration will be announced by press release promptly after the Expiration Time. After the Expiration Time, shareholders may obtain preliminary proration information from the Information Agent and also may be able to obtain the information from their brokers.

As described in Section 14, the number of Shares that we will purchase from a shareholder in the Tender Offer may affect the United States federal income tax consequences to that shareholder and, therefore, may be relevant to a shareholder’s decision whether or not to tender Shares and whether to condition any tender upon our purchase of a stated number of Shares held by such shareholder.

This Offer to Purchase and the Letter of Transmittal will be mailed to record holders of Shares and will be furnished to brokers, dealers, commercial banks and trust companies whose names, or the names of whose nominees, appear on our shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

2.  Purpose of the Tender Offer; Certain Effects of the Tender Offer

Purpose of the Tender Offer.  We believe that the Tender Offer will enhance shareholder value and is a prudent use of our financial resources, given our business profile, our assets, recent market conditions and recent market prices for our Shares. In determining whether or not to proceed with the Tender Offer, management and our Board of Directors evaluated our free cash flow, financial position, dividend policy, and the market price of our Shares, as well as our operations, strategy and expectations for the future.

The Board of Directors and management also reviewed and assessed alternative uses of the cash flow generated by the sale of the KeyLink Systems Business. The sale of the KeyLink Systems Business generated net proceeds of approximately $350 million after applicable taxes and expenses. See Section 9 for more information regarding the sale of the KeyLink Systems Business. Such alternatives included the following: (i) the return of cash to shareholders through a self-tender offer, or open market purchases, (ii) investment in the growth of the IT Solutions Business, both organically and through acquisition, and (iii) for general corporate purposes. At the time of the sale of the KeyLink Systems Business, our Board of Directors and management preliminarily approved a self-tender of up to 6,000,000 Shares for an amount up to $100,000,000. Based on the various factors described above and the current market price for our Shares and market conditions, our Board of Directors and management have re-evaluated and approved a self-tender offer of our Shares and have determined that, at this time, the Tender Offer is in the best interest of the Company and our shareholders. Specifically, the Board of Directors and management have determined that the Tender Offer will continue our commitment to increase financial flexibility and create value for shareholders. Furthermore, the Tender Offer provides a tax-efficient mechanism to quickly distribute to our shareholders a significant portion of the proceeds from the sale of the KeyLink Systems Business.

In connection with the Board’s re-evaluation and approval of the Tender Offer, the Board also authorized the Company to repurchase in the open market up to an additional 2,000,000 Shares at a price per Share at or below the upper price limit of the Tender Offer ($18.50) during the one-year period beginning after the Expiration Time, provided that the aggregate purchase price of Shares purchased by the Company in the Tender Offer and open

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market repurchase shall not exceed $150 million. The Board determined that authorization of the open market repurchase program affords the Company additional flexibility to return cash to shareholders and is in the best interest of the Company and our shareholders. The timing of share repurchases and the number of shares to be repurchased will be at the discretion of the Company’s management and will depend upon prevailing market conditions and other factors. Notwithstanding the foregoing, due to Securities and Exchange Commission rules, the commencement, if any, of the open market repurchase program may not begin until at least 10 days after the expiration of the Tender Offer. The Company may terminate or limit the repurchase program at any time. Due to certain financial covenants contained in the Company’s credit agreement, dated October 18, 2005, by and among the Company, the Borrowers thereto, the Lenders thereto and LaSalle Bank National Association, (“Credit Agreement”) and the Second Amendment Agreement to the Credit Agreement (“Amended Credit Agreement”) which would likely limit the Company’s ability to repurchase the full 2,000,000 Shares authorized under the repurchase program, the Company is seeking amendments to the Credit Agreement and Amended Credit Agreement in order to eliminate such restrictions. The Credit Agreement and Amended Credit Agreement are incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 21, 2005 and Exhibit 10.1 of the Company’s Current Report on Form 8-K filed March 21, 2007.

In determining the size and number of Shares to purchase in the Tender Offer, the Board of Directors considered a range of factors, including recent stock trading ranges and volumes for our Shares, various self tender offers affected by other companies, liquidity opportunities available to our shareholders, and our results of operations, current financial condition and expected future cash needs.

The Board of Directors believes that the modified “Dutch Auction” tender offer represents a liquidity event for those shareholders who would like to exit the stock or realize liquidity for all or a portion of their ownership. The Tender Offer provides shareholders (particularly those who, because of the size of their shareholdings, might not be able to sell their Shares without potential disruption to the Share price) with an opportunity to obtain liquidity with respect to all or a portion of their Shares without potential disruption to the Share price and the usual transaction costs associated with open market sales. In addition, if we complete the Tender Offer, shareholders who do not participate in the Tender Offer will automatically increase their relative percentage ownership interest in us and our future operations.

The Tender Offer also provides our shareholders with an efficient way to sell their Shares without incurring broker’s fees or commissions associated with open market sales. Furthermore, odd lot holders who hold Shares registered in their names and tender their Shares directly to the Depositary and whose Shares are purchased pursuant to the Tender Offer will avoid any applicable odd lot discounts that might otherwise be payable on sales of their Shares.

The Tender Offer is a strong signal from out Board of Directors that they are confident in the Company’s ability to execute our strategy to focus exclusively on selling IT solutions.

Our Board of Directors has approved the Tender Offer. However, none of our management, our Board of Directors, the Dealer Manager, Depositary or the Information Agent makes any recommendation to any shareholder as to whether to tender or refrain from tendering any Shares or as to the price or prices at which shareholders may choose to tender their Shares. We have not authorized any person to make any recommendation. You should carefully evaluate all information in the Tender Offer and should consult your own investment and tax advisors. You must make your own decision as to whether to tender your Shares and, if so, how many Shares to tender and the price or prices at which you will tender them. In doing so, you should read carefully the information set forth or incorporated by reference in this Offer to Purchase and in the related Letter of Transmittal including our reasons for making this Tender Offer.

Certain Effects of the Tender Offer.  Shareholders who do not tender their Shares pursuant to the Tender Offer and shareholders who otherwise retain an equity interest in the Company as a result of a partial tender of Shares or proration will continue to be owners of the Company. As a result, if we complete the Tender Offer, those shareholders will realize a proportionate increase in their relative equity interest in the Company and will bear the attendant risks associated with owning our equity securities, including risks resulting from our purchase of Shares. Shareholders may be able to sell non-tendered Shares in the future in open market transactions, or otherwise, at a net price significantly higher or lower than the purchase price in the Tender Offer. We can give no assurance as to the price at which a shareholder may be able to sell its Shares in the future.

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The Shares that we acquire in the Tender Offer will be restored to the status of authorized but unissued Shares and will be available for us to issue in the future without further shareholder action (except as required by applicable law or the rules of NASDAQ) for purposes including, without limitation, acquisitions, raising additional capital and the satisfaction of obligations under existing or future employee benefit or compensation programs or stock plans or compensation programs for directors.

The Tender Offer will reduce our “public float” (the number of Shares owned by non-affiliate shareholders and available for trading in the securities markets), and is likely to reduce the number of our shareholders.

Our directors and executive officers have advised us that they do not intend to tender any of their Shares in the Tender Offer. Accordingly, if we complete the Tender Offer, the proportional holdings of our directors and executive officers will increase. However, our directors and executive officers may, in compliance with stock ownership guidelines and applicable law, sell their Shares in open market transactions at prices that may or may not be more favorable than the purchase price to be paid to our shareholders in the Tender Offer. See Section 11.

Except for the foregoing and as otherwise disclosed in this Offer to Purchase or the documents incorporated by reference herein, we currently have no plans, proposals or negotiations underway that relate to or would result in:

•  any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries which is material to us and our subsidiaries, taken as a whole;

•  any purchase, sale or transfer of an amount of our assets or any of our subsidiaries’ assets which is material to us and our subsidiaries, taken as a whole;

•  any material change in our present Board of Directors or management or any plans or proposals to change the number or the term of directors (although we may fill vacancies arising on the Board of Directors) or to change any material term of the employment contract of any executive officer;

•  any material change in our present dividend rate or policy, our indebtedness or capitalization, our corporate structure or our business;

•  any material change in our corporate structure or business;

•  our ceasing to be authorized to be listed on NASDAQ;

•  our Shares becoming eligible for termination of registration under Section 12(g) of the Exchange Act;

•  the suspension of our obligation to file reports under Section 15(d) of the Exchange Act;

•  the acquisition or disposition by any person of our securities; or

•  any changes in our charter or bylaws that could impede the acquisition of control of us.

Notwithstanding the foregoing, as part of our long-term commitment to increasing shareholder value, we have regularly considered alternatives to such commitment, including but not limited to, open market repurchases of our Shares, modifications of our dividend policy, strategic acquisitions, divestitures and business combinations and we intend to continue to consider alternatives to enhance shareholder value. Except as otherwise disclosed in this Offer to Purchase, as of the date hereof, no agreements, understandings or decisions have been reached and there can be no assurance that we will decide to undertake any such alternatives. See Section 11.

After the Tender Offer is completed, we believe that our expected cash flow from operations and access to capital markets will be adequate for our expected liquidity needs. However, our actual experience may differ from our expectations and there can be no assurance that our action in utilizing a significant portion of our financial resources in this manner will not adversely affect our ability to operate our business or pursue opportunities we believe are advantageous to the Company and its shareholders. In addition, as a result of the completion of the Tender Offer, earnings per Share (excluding the impact of the transaction expenses) are expected to increase due to the lower number of total Shares outstanding following the Tender Offer.

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3.   Procedures for Tendering Shares

Valid Tender.  For a shareholder to make a valid tender of Shares in the Tender Offer, the Depositary must receive, at one of its addresses set forth on the back cover of this Offer to Purchase and prior to the Expiration Time:

•  a Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an “agent’s message”) (see “Book-Entry Transfer” below), and any other required documents; and

•  either certificates representing the tendered Shares or, in the case of tendered Shares delivered in accordance with the procedures for book-entry transfer described below, a book-entry confirmation of that delivery (see “Book-Entry Transfer” below).

In the alternative, the tendering shareholder must, before the Expiration Time, comply with the guaranteed delivery procedures described below.

If a broker, dealer, commercial bank, trust company, or other nominee holds your Shares, it is likely the nominee has established an earlier deadline for you to act to instruct the nominee to accept the Tender Offer on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company, or other nominee to find out the nominee’s applicable deadline.

Participants in The Retirement Plan of Agilysys, Inc. that desire to tender Shares in the Tender Offer must follow the separate instructions in the “Letter to Participants in The Retirement Plan of Agilysys, Inc.” sent to participants in the Plan along with this Offer to Purchase.

The valid tender of Shares by you through one of the procedures described in this Section 3 will constitute a binding agreement between you and us on the terms of, and subject to the conditions to, the Tender Offer.

In accordance with Instruction 5 of the Letter of Transmittal, each shareholder desiring to tender Shares pursuant to the Tender Offer must either (i) check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer,” in which case you will be deemed to have tendered your Shares at the minimum price of $16.25 per Share (YOU SHOULD UNDERSTAND THAT THIS ELECTION MAY LOWER THE PURCHASE PRICE PAID FOR ALL PURCHASED SHARES IN THE TENDER OFFER AND COULD RESULT IN THE TENDERED SHARES BEING PURCHASED AT THE MINIMUM PRICE OF $16.25 PER SHARE) or (ii) check one, and only one, of the boxes corresponding to the price at which Shares are being tendered in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined by Shareholder.” A tender of Shares will be proper if one, and only one, of these boxes is checked on the Letter of Transmittal.

If tendering shareholders wish to maximize the chance that their Shares will be purchased, they should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer.” If tendering shareholders wish to indicate a specific price at which their Shares are being tendered, they must check the applicable price box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined by Shareholder.” Tendering shareholders should be aware that this election could mean that none of their Shares will be purchased if the price selected by the shareholder is higher than the purchase price eventually determined in the Tender Offer after the Expiration Time.

A shareholder who wishes to tender Shares at more than one price must complete a separate Letter of Transmittal for each price at which Shares are being tendered. The same Shares cannot be tendered (unless previously properly withdrawn in accordance with the terms of the Tender Offer) at more than one price. In order to withdraw, shareholders who tendered at multiple prices pursuant to multiple Letters of Transmittal must comply with the procedures set forth in Section 4.

To tender Shares properly, shareholders must check one and only one price box in the appropriate section of each letter of transmittal. If a shareholder checks more than one box, or fails to check any box at all, such shareholder will not have validly tendered his or her Shares.

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We urge shareholders who hold Shares through brokers or banks to consult the brokers or banks to determine whether transaction costs are applicable if they tender Shares through the brokers or banks and not directly to the Depositary.

Shareholders also can specify the order in which we will purchase the specified portions in the event that, as a result of the proration provisions or otherwise, we purchase some but not all of the tendered Shares pursuant to the Tender Offer. In the event a shareholder does not designate the order and fewer than all Shares are purchased due to proration, the Depositary will select the order of Shares purchased.

Odd Lot Holders who tender all their Shares must also complete the section captioned “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, to qualify for the priority treatment available to Odd Lot Holders as set forth in Section 1.

Book-Entry Transfer.  For purposes of the Tender Offer, the Depositary will establish an account for the Shares at The Depository Trust Company (the “book-entry transfer facility”) within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of Shares by causing the book-entry transfer facility to transfer those Shares into the Depositary’s account in accordance with the book-entry transfer facility’s procedures for that transfer. Although delivery of Shares may be effected through book-entry transfer into the Depositary’s account at the book-entry transfer facility, the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or an agent’s message, and any other required documents must, in any case, be transmitted to, and received by, the Depositary at one of its addresses listed on the back cover of this Offer to Purchase prior to the Expiration Time, or the tendering shareholder must comply with the guaranteed delivery procedures described below.

The confirmation of a book-entry transfer of Shares into the Depositary’s account at the book-entry transfer facility described above is referred to in this Offer to Purchase as a “book-entry confirmation.” Delivery of documents to the book-entry transfer facility in accordance with the book-entry transfer facility’s procedures will not constitute delivery to the Depositary.

The term “agent’s message” means a message transmitted by the book-entry transfer facility to, and received by, the Depositary and forming a part of a book-entry confirmation, stating that the book-entry transfer facility has received an express acknowledgment from the participant tendering Shares through the book-entry transfer facility that the participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce that agreement against that participant.

Method of Delivery.  The method of delivery of Shares, the Letter of Transmittal and all other required documents, including delivery through the book-entry transfer facility, is at the election and risk of the tendering shareholder. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). If you plan to make delivery by mail, we recommend that you deliver by registered mail with return receipt requested and obtain proper insurance. In all cases, sufficient time should be allowed to ensure timely delivery.

Signature Guarantees.  No signature guarantee will be required on a Letter of Transmittal for Shares tendered thereby if:

•  the “registered holder(s)” of those Shares signs the Letter of Transmittal and has not completed the box entitled “Special Payment Instructions” in the Letter of Transmittal; or

•  those Shares are tendered for the account of an “eligible institution.”

A “registered holder” of tendered Shares will include any participant in the book-entry transfer facility’s system whose name appears on a security position listing as the owner of those Shares, and an “eligible institution” is a “financial institution,” which term includes most commercial banks, savings and loan associations and brokerage houses, that is a participant in any of the following: (i) the Securities Transfer Agents Medallion Program; (ii) The New York Stock Exchange, Inc. Medallion Signature Program; or (iii) the Stock Exchange Medallion Program.

Except as described above, all signatures on any Letter of Transmittal for Shares tendered thereby must be guaranteed by an eligible institution. See Instructions 1 and 8 to the Letter of Transmittal. If the certificates for

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Shares are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made or certificates for Shares not tendered or not accepted for payment are to be returned to a person other than the registered holder of the certificates surrendered, then the tendered certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holders or owners appear on the certificates, with the signatures on the certificates or stock powers guaranteed by an eligible institution. See Instructions 1 and 8 to the Letter of Transmittal.

Guaranteed Delivery.  If you wish to tender Shares in the Tender Offer and your certificates for Shares are not immediately available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Depositary prior to the Expiration Time, your tender may be effected if all the following conditions are met:

•  your tender is made by or through an eligible institution;

•  a properly completed and duly executed Notice of Guaranteed Delivery in the form we have provided is received by the Depositary, as provided below, prior to the Expiration Time; and

•  the Depositary receives at one of its addresses listed on the back cover of this Offer to Purchase and within the period of three trading days after the date of execution of that Notice of Guaranteed Delivery, either: (i) the certificates representing the Shares being tendered, in the proper form for transfer, together with all other required documents and a Letter of Transmittal, which has been properly completed and duly executed and includes all signature guarantees required; or (ii) confirmation of book-entry transfer of the Shares into the Depositary’s account at the book-entry transfer facility, together with all other required documents and either a Letter of Transmittal, which has been properly completed and duly executed and includes all signature guarantees required, or an agent’s message.

A Notice of Guaranteed Delivery must be delivered to the Depositary by hand, overnight courier, facsimile transmission or mail before the Expiration Time and must include a guarantee by an eligible institution in the form set forth in the Notice of Guaranteed Delivery.

Stock Option Plans; Stock Awards.  Holders of vested but unexercised options to purchase Shares may exercise such options in accordance with the terms of the Stock Option Plans and tender the Shares received upon such exercise in accordance with the Tender Offer. After a holder of vested options exercises such options and obtains the underlying Shares, such holder must then use a letter of transmittal, book-entry transfer or guaranteed delivery as applicable to properly participate in the Tender Offer. Holders of vested but unexercised options should evaluate this Offer to Purchase carefully to determine if participation would be advantageous to them, based on their stock option exercise prices, the date of their stock option grants and the years left to exercise their options, the range of tender prices and the provisions for pro rata purchases by the Company described in Section 1. Holders of vested and unexercised options should allow themselves ample time to exercise such options if he or she desires to tender the Shares underlying such options because the terms and conditions of the applicable Stock Option Plan may require additional time for such holder to fully exercise such options. An exercise of an option cannot be revoked for any reason even if Shares received upon the exercise thereof and tendered in the Tender Offer are not purchased in the Tender Offer. We strongly encourage those holders to discuss the Tender Offer with their tax advisor, broker and/or financial advisor. Holders of stock awards and other restricted equity interests may not tender Shares or Shares represented by such interests unless they are fully vested.

The Retirement Plan of Agilysys, Inc.  Participants in The Retirement Plan of Agilysys, Inc. (the “Plan”) who wish to have Investors Bank & Trust Company, the trustee of the Plan, tender eligible Shares attributable to their Plan account must complete, execute and return to Massachusetts Mutual Financial Group (“MassMutual”) the direction form included in the “Letter to Participants in The Retirement Plan of Agilysys, Inc.” sent to each Plan participant. Participants in our Plan may not use the Letter of Transmittal to direct the tender of their Shares held in the Plan, but instead must follow the separate direction form sent to them. Although the Tender Offer will remain open to all shareholders until the Expiration Time, if MassMutual does not receive a participant’s instructions three business days prior to the Expiration Time, the shares attributable to such participant’s account will not be tendered. Participants are urged to read the “Letter to Participants in The Retirement Plan of Agilysys, Inc.” and the separate direction form carefully.

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The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the trust agreement between the Company and the trustee of The Retirement Plan of Agilysys, Inc. prohibit the sale of Shares to the Company for less than “adequate consideration,” which is defined by ERISA for a publicly traded security generally as the price of the security prevailing on a national securities exchange. The trustee will determine “adequate consideration” based on the prevailing market price of the Shares on NASDAQ on the date the Shares are tendered by the trustee (the “prevailing market price”). Accordingly, depending on the prevailing market price of the Shares on such date, the trustee, and subsequently MassMutual, may be unable to follow participant directions to tender Shares to the Company at certain prices within the offered range.

Return of Unpurchased Shares.  The Depositary will return certificates for unpurchased Shares promptly after the expiration or termination of the Tender Offer or the proper withdrawal of the Shares, as applicable, or, in the case of Shares tendered by book-entry transfer at the book-entry transfer facility, the Depositary will credit the Shares to the appropriate account maintained by the tendering shareholder at the book-entry transfer facility, in each case without expense to the shareholder.

Tendering Shareholders’ Representation and Warranty; Our Acceptance Constitutes an Agreement.  It is a violation of Rule 14e-4 promulgated under the Exchange Act for a person acting alone or in concert with others, directly or indirectly, to tender Shares for such person’s own account unless at the time of tender and at the Expiration Time such person has a “net long position” in (i) a number of Shares that is equal to or greater than the amount tendered and will deliver or cause to be delivered such Shares for the purpose of tendering to us within the period specified in the Tender Offer; or (ii) other securities immediately convertible into, exercisable for or exchangeable into Shares (“Equivalent Securities”) that is equal to or greater than the number of Shares tendered and, upon the acceptance of such tender, will acquire such Shares by conversion, exchange, or exercise of such Equivalent Securities to the extent required by the terms of the Tender Offer and will deliver or cause to be delivered such Shares so acquired for the purpose of tender to us within the period specified in the Tender Offer. Rule 14e-4 also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of Shares made pursuant to any method of delivery set forth in this Offer to Purchase will constitute the tendering shareholder’s acceptance of the terms and conditions of the Tender Offer, as well as the tendering shareholder’s representation and warranty to us that (i) such shareholder has a “net long position” in a number of Shares or Equivalent Securities at least equal to the Shares being tendered within the meaning of Rule 14e-4; and (ii) such tender of Shares complies with Rule 14e-4. Our acceptance for payment of Shares tendered pursuant to the Tender Offer will constitute a binding agreement between the tendering shareholder and us upon the terms and subject to the conditions of the Tender Offer.

Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects.  All questions about the number of Shares to be accepted, the price to be paid for Shares to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, in our sole discretion, and our determination will be final and binding on all parties. We reserve the absolute right prior to the expiration of the Tender Offer to reject any or all tenders we determine not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right, subject to applicable law, to waive any conditions of the Tender Offer with respect to all shareholders or any defect or irregularity in any tender with respect to any particular Shares or any particular shareholder. If we waive any defect or irregularity in any tender with respect to any shareholder, we will also waive such defect or irregularity with respect to all shareholders. No tender of Shares will be deemed to have been validly made until all defects or irregularities relating to it have been cured or waived. Neither we nor the Dealer Manager, the Depositary, the Information Agent nor any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Our interpretation of the terms of and conditions to the Tender Offer, including the Letter of Transmittal and the instructions thereto, will be final and binding on all parties.

Lost Certificates.  If the Share certificates which a registered holder wants to surrender have been lost, destroyed or stolen, the shareholder should follow the instructions set forth in the Letter of Transmittal. See Instruction 15 of the Letter of Transmittal.

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United States Federal Income Tax Withholding.  Under U.S. federal income tax law, payments in connection with the Tender Offer may be subject to “backup withholding” at a rate of 28% for U.S. shareholders (as defined in Section 14), unless a shareholder that holds Shares:

•  provides a correct taxpayer identification number (which, for an individual shareholder, is generally the shareholder’s social security number) and certifies, under penalties of perjury, that he, she or it is not subject to backup withholding, and otherwise complies with applicable requirements of the backup withholding rules; or

•  is a corporation or comes within other exempt categories and, when required, demonstrates this fact and otherwise complies with applicable requirements of the backup withholding rules.

Any amount withheld under these rules will be creditable against the shareholder’s U.S. federal income tax liability or refundable to the extent that it exceeds such liability if the shareholder provides the required information to the Internal Revenue Service (the “IRS”). A shareholder that does not provide a correct taxpayer identification number may be subject to penalties imposed by the IRS. To prevent backup U.S. federal income tax withholding on cash payable in the Tender Offer, each shareholder should provide the Depositary with his, her or its correct taxpayer identification number and certify that he, she or it is not subject to U.S. federal income tax backup withholding by completing the Substitute IRS Form W-9 included in the Letter of Transmittal.

Generally, we expect that non-U.S. shareholders will be subject to withholding at a rate of 30% as discussed more fully in Section 14. In addition, to avoid the possible application of backup withholding in certain circumstances, non-U.S. shareholders should complete and sign the appropriate IRS Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary. See the Letter of Transmittal.

For a discussion of material U.S. federal income tax consequences to tendering shareholders, see Section 14.

4.   Withdrawal Rights

Except as this Section 4 otherwise provides, tenders of Shares are irrevocable. You may withdraw Shares that you have previously tendered in the Tender Offer according to the procedures described below at any time prior to the Expiration Time for all Shares. You may also withdraw your previously tendered Shares at any time after 5:00 p.m., Eastern Time, on September 19, 2007, unless such Shares have been accepted for payment as provided in the Tender Offer.

For a withdrawal to be effective, a written notice of withdrawal must:

•  be received in a timely manner by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase; and

•  specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares.

If certificates for Shares have been delivered or otherwise identified to the Depositary, then, prior to the physical release of those certificates, the serial numbers shown on those certificates must be submitted to the Depositary and, unless an eligible institution has tendered those Shares, an eligible institution must guarantee the signatures on the notice of withdrawal.

If a shareholder has used more than one Letter of Transmittal or has otherwise tendered Shares in more than one group of Shares, the shareholder may withdraw Shares using either separate notices of withdrawal or a combined notice of withdrawal, so long as the information specified above is included.

If Shares have been delivered in accordance with the procedures for book-entry transfer described in Section 3, any notice of withdrawal must also specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Shares and otherwise comply with the book-entry transfer facility’s procedures.

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Withdrawals of tenders of Shares may not be rescinded and any Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Tender Offer. Withdrawn Shares may be retendered at any time prior to the Expiration Time by again following one of the procedures described in Section 3.

We will decide, in our sole discretion, all questions as to the form and validity, including time of receipt, of notices of withdrawal, and each such decision will be final and binding on all parties. We also reserve the absolute right to waive any defect or irregularity in the withdrawal of Shares by any shareholder. However, if we waive any defect or irregularity in any withdrawal with respect to any shareholder, we will also waive such defect or irregularity with respect to all shareholders. Neither we nor the Dealer Manager, the Depositary, the Information Agent nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Participants in The Retirement Plan of Agilysys, Inc. who wish to have the Investors Bank & Trust Company, the plan trustee, withdraw previously tendered Shares attributable to their Plan account must follow the procedures set forth in the “Letter to Participants in The Retirement Plan of Agilysys, Inc.” sent separately to each Plan participant.

If we extend the Tender Offer, are delayed in our purchase of Shares, or are unable to purchase Shares in the Tender Offer as a result of the occurrence of a condition disclosed in Section 7, then, without prejudice to our rights in the Tender Offer, the Depositary may, subject to applicable law, retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as described in this Section 4. Our reservation of the right to delay payment for Shares which we have accepted for payment is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that we must pay the consideration offered or return the Shares tendered promptly after termination or withdrawal of a tender offer.

5.   Purchase of Shares and Payment of Purchase Price

Upon the terms and subject to the conditions of the Tender Offer, promptly following the Expiration Time, we will (i) determine a single per Share purchase price that we will pay for the Shares properly tendered and not properly withdrawn before the Expiration Time, taking into account the number of Shares properly tendered and not properly withdrawn and the prices specified by tendering shareholders, and (ii) accept for payment and pay the purchase price for (and thereby purchase) up to 6,000,000 Shares (or such greater number of Shares as we may elect to purchase, subject to applicable law) properly tendered at prices at or below the purchase price and not properly withdrawn before the Expiration Time.

For purposes of the Tender Offer, we will be deemed to have accepted for payment (and therefore purchased), subject to the “odd lot” priority, proration and conditional tender provisions of this Tender Offer, Shares that are properly tendered at or below the purchase price selected by us and not properly withdrawn only when, as and if we give oral or written notice to the Depositary of our acceptance of the Shares for payment pursuant to the Tender Offer.

Upon the terms and subject to the conditions of the Tender Offer, we will accept for payment and pay the per Share purchase price for all of the Shares accepted for payment pursuant to the Tender Offer promptly after the Expiration Time. In all cases, payment for Shares tendered and accepted for payment pursuant to the Tender Offer will be made promptly, subject to possible delay in the event of proration, but only after timely receipt by the Depositary of:

•  certificates for Shares or a timely book-entry confirmation of the deposit of Shares into the Depositary’s account at the book-entry transfer facility;

•  a properly completed and duly executed Letter of Transmittal (or, in the case of a book-entry transfer, an agent’s message); and

•  any other required documents.

We will pay for Shares purchased pursuant to the Tender Offer by depositing the aggregate purchase price for the Shares with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment, less any applicable withholding for taxes, from us and transmitting payment to the tendering shareholders.

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In the event of proration, we will determine the proration factor and pay for those tendered Shares accepted for payment promptly after the Expiration Time. However, we expect that we will not be able to announce the final results of any proration or commence payment for any Shares purchased pursuant to the Tender Offer until up to seven business days after the Expiration Time. Unless a shareholder specifies otherwise in the Letter of Transmittal, certificates for all Shares tendered and not purchased, including all Shares tendered at prices in excess of the purchase price and Shares not purchased due to proration or conditional tender, will be returned or, in the case of Shares tendered by book-entry transfer, will be credited to the account maintained with the book-entry transfer facility by the participant who delivered the Shares, to the tendering shareholder at our expense promptly after the Expiration Time or termination of the Tender Offer.

Under no circumstances will we pay interest on the purchase price, including but not limited to, by reason of any delay in making payment. In addition, if certain events occur, we may not be obligated to purchase Shares pursuant to the Tender Offer. See Section 7. In addition, subject to applicable law, we have expressly reserved the right, in our sole discretion, to amend the Tender Offer in any respect, including by decreasing or increasing the consideration offered in the Tender Offer or by decreasing or increasing the number of Shares sought in the Tender Offer. See Section 15.

Except as described in the next sentence, we will pay all stock transfer taxes, if any, payable on the transfer to us of Shares purchased pursuant to the Tender Offer. If, however, payment of the purchase price is to be made to, or (in the circumstances permitted by the Tender Offer) if unpurchased Shares are to be registered in the name of, any person other than the registered shareholder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered shareholder or the other person), payable on account of the transfer to the person will be deducted from the purchase price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption from payment of the stock transfer taxes, is submitted. See Instruction 9 of the Letter of Transmittal.

6.   Conditional Tender of Shares

Subject to the exception for Odd Lot Holders, in the event of an over-subscription of the Tender Offer, Shares tendered at or below the purchase price prior to the Expiration Time will be subject to proration. See Section 1. As discussed in Section 14, the number of Shares to be purchased from a particular shareholder may affect the tax treatment of the purchase to the shareholder and the shareholder’s decision whether to tender. Accordingly, a shareholder may tender Shares subject to the condition that a specified minimum number of the shareholder’s Shares tendered pursuant to a Letter of Transmittal must be purchased if any Shares tendered are purchased. Any shareholder desiring to make a conditional tender must so indicate in the section entitled “Conditional Tender” in the Letter of Transmittal, and, if applicable, in the Notice of Guaranteed Delivery. Shareholders should consult with their own financial or tax advisors.

Any tendering shareholder wishing to make a conditional tender must calculate and appropriately indicate the minimum number of Shares that must be purchased if any are to be purchased. After the Tender Offer expires, if more than 6,000,000 Shares (or such greater number of Shares as we may elect to accept for payment, subject to applicable law) are properly tendered and not properly withdrawn, so that we must prorate our acceptance of and payment for tendered Shares, we will calculate a preliminary proration percentage based upon all Shares properly tendered, conditionally or unconditionally. If the effect of this preliminary proration would be to reduce the number of Shares to be purchased from any shareholder below the minimum number specified, the tender will automatically be regarded as withdrawn (except as provided in the next paragraph). All Shares tendered by a shareholder subject to a conditional tender and regarded as withdrawn as a result of proration will be returned at our expense, promptly after the Expiration Time.

After giving effect to these withdrawals, we will accept the remaining Shares properly tendered, conditionally or unconditionally, on a pro rata basis, if necessary. If conditional tenders would otherwise be regarded as withdrawn and would cause the total number of Shares to be purchased to fall below 6,000,000 (or such greater number of Shares as we may elect to accept for payment, subject to applicable law) then, to the extent feasible, we will select enough of the conditional tenders that would otherwise have been withdrawn to permit us to purchase 6,000,000 Shares (or such greater number of Shares as we may elect to accept for payment, subject to applicable

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law). In selecting among the conditional tenders, we will select by random lot, treating all tenders by a particular shareholder as a single lot, and will limit our purchase in each case to the designated minimum number of Shares to be purchased. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have tendered all of their Shares.

7.   Conditions of the Tender Offer

Notwithstanding any other provision of the Tender Offer, we will not be required to accept for payment, purchase or pay for any Shares tendered, and may terminate or amend the Tender Offer or may postpone the acceptance for payment of, or the purchase of and the payment for Shares tendered, subject to rules under the Exchange Act (which requires that the issuer making the tender offer shall either pay the consideration offered or return tendered securities promptly after the termination or withdrawal of the tender offer), if at any time prior to the Expiration Time any of the following events has occurred (or shall have been reasonably determined by us to have occurred) that, in our reasonable judgment and regardless of the circumstances giving rise to the event or events (other than any such event or events that are proximately caused by our action or failure to act), make it inadvisable to proceed with the Tender Offer or with acceptance for payment:

•  there has occurred any change in the general political, market, economic or financial conditions, domestically or internationally, that are reasonably likely to materially and adversely affect our business or financial condition, results of operations, or prospects or value of our Shares, or otherwise materially financially impair the contemplated future conduct of our business or adversely affect the trading in the Shares, including, but not limited to, the following:

•  any general suspension of, or general limitation on prices for, or trading in, securities on any national securities exchange in the United States or in the over-the-counter market;

•  a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation (whether or not mandatory) by any governmental agency or authority on, or any other event that, in our reasonable judgment, could reasonably be expected to adversely affect, the extension of credit by banks or other financial institutions in the United States;

•  the commencement of a war, armed hostilities or other similar national or international calamity, including but not limited to acts of terrorism, directly or indirectly involving the United States on or after August 21, 2007 or any material escalation of any war or armed hostilities which had commenced prior to August 21, 2007;

•  a decrease in excess of 10% in the market price for the Shares or in the Dow Jones Industrial Average, NASDAQ Composite Index or the S&P 500 since the close of trading on August 20, 2007; or

•  legislation amending the Code (as defined in Section 14) having been passed by either the U.S. House of Representatives or the Senate or being pending before the U.S. House of Representatives or the Senate or any committee thereof, the effect of which, in our reasonable judgment, would be to change the tax consequences of the transaction contemplated by the Tender Offer in any manner that would adversely affect us or any of our affiliates;

•  there has been instituted, threatened, or been pending any action, proceeding, application or counterclaim by or before any court or governmental, administrative or regulatory agency or authority, domestic or foreign, or any other person or tribunal, domestic or foreign, which:

•  challenges or seeks to challenge, restrain, prohibit or delay the making of the Tender Offer, the acquisition by us of the Shares in the Tender Offer, or any other matter relating to the Tender Offer, or seeks to obtain any material damages or otherwise relating to the transactions contemplated by the Tender Offer;

•  seeks to make the purchase of, or payment for, some or all of the Shares pursuant to the Tender Offer illegal or results in a delay in our ability to accept for payment or pay for some or all of the Shares; or

•  seeks to impose limitations on our ability (or the ability of any of our affiliates) to acquire the Shares or otherwise could reasonably be expected to materially adversely affect the business, properties, assets,

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liabilities, capitalization, shareholders’ equity, financial condition, operations, licenses, results of operations or prospects of us, our subsidiaries and our affiliates, taken as a whole, or the value of the Shares;

•  any action has been taken or any statute, rule, regulation, judgment, decree, injunction or order (preliminary, permanent or otherwise) has been proposed, sought, enacted, entered, promulgated, enforced or deemed to be applicable to the Tender Offer or us or any of our subsidiaries or affiliates by any court, government or governmental agency or other regulatory or administrative authority, domestic or foreign, which, in our reasonable judgment:

•  indicates that any approval or other action of any such court, agency or authority may be required in connection with the Tender Offer or the purchase of Shares thereunder;

•  could reasonably be expected to prohibit, restrict or delay consummation of the Tender Offer; or

•  otherwise could reasonably be expected to materially adversely affect the business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations, licenses or results of operations of us, our subsidiaries and our affiliates, taken as a whole;

•  a tender or exchange offer for any or all of our outstanding Shares (other than this Tender Offer), or any merger, acquisition, business combination or other similar transaction with or involving us or any subsidiary, has been proposed, announced or made by any person or entity or has been publicly disclosed other than transactions approved by our Board of Directors;

•  we learn that any entity, “group” (as that term is used in Section 13(d)(3) of the Exchange Act) or person has acquired or proposes to acquire beneficial ownership of more than 5% of our outstanding Shares, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than anyone who publicly disclosed such ownership in a filing with the SEC on or before August 20, 2007);

•  we learn that any entity, “group” (as that term is used in Section 13(d)(3) of the Exchange Act) or person that has publicly disclosed in a filing with the SEC on or before August 20, 2007 that it has beneficial ownership of more than 5% of the outstanding Shares shall have acquired, or publicly announced its proposal to acquire, beneficial ownership of an additional 1% of the outstanding Shares, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise;

•  any change (or condition, event or development involving a prospective change) in the business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations, licenses, results of operations or prospects of us or any of our subsidiaries or affiliates, that, in our reasonable judgment, does or is reasonably likely to have a materially adverse effect on us, our subsidiaries and our affiliates, taken as a whole, or we have become aware of any fact that, in our reasonable judgment, does or is reasonably likely to have a material adverse effect on the value of the Shares;

•  any approval, permit, authorization, favorable review or consent of any governmental entity required to be obtained in connection with the Tender Offer has not been obtained on terms satisfactory to us in our reasonable discretion;

•  we learn that any entity, “group” or person has filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of our respective assets or securities, other than in connection with a transaction authorized by our Board of Directors; or

•  we determine that the consummation of the Tender Offer and the purchase of the Shares is reasonably likely to:

•  cause the Shares to be held of record by less than 300 persons; or

•  cause the Shares to be delisted from NASDAQ or to be eligible for deregistration under the Exchange Act.

The conditions referred to above are for our sole benefit and may be asserted by us or waived by us, in whole or in part, at any time and from time to time in our reasonable discretion before the Expiration Time. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each such right will be

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deemed an ongoing right that may be asserted at any time and from time to time prior to the Expiration Time. Our right to terminate or amend the Tender Offer or to postpone the acceptance for payment of, or the purchase of and the payment for Shares tendered if any of the above listed events occur (or shall have been reasonably determined by us to have occurred) at any time prior to the Expiration Time shall not be affected by any subsequent event regardless of whether such subsequent event would have otherwise resulted in the event having been “cured” or ceasing to exist.

8.   Price Range of the Shares

The Shares are traded on NASDAQ under the symbol “AGYS”. The following table sets forth, for each of the periods indicated, the high and low sales prices per Share as reported by NASDAQ based on published financial sources and the dividends paid per Share.

	High		Low		Dividend
Fiscal 2006
First Quarter	$	20.06	$	13.05	$	0.03
Second Quarter	$	19.50	$	15.49	$	0.03
Third Quarter	$	19.30	$	14.67	$	0.03
Fourth Quarter	$	21.25	$	14.06	$	0.03
Fiscal 2007
First Quarter	$	18.22	$	13.02	$	0.03
Second Quarter	$	18.10	$	11.99	$	0.03
Third Quarter	$	17.17	$	13.65	$	0.03
Fourth Quarter	$	23.75	$	18.03	$	0.03
Fiscal 2008
First Quarter	$	23.85	$	20.60	$	0.03
Second Quarter (through August 20, 2007)	$	23.86	$	13.79	$	0.03

On August 20, 2007, the last full trading day before the commencement of the Tender Offer, the reported closing price of the Shares on NASDAQ was $15.63 per Share. We urge shareholders to obtain a current market quotation for the Shares before deciding whether and at what price or prices to tender their Shares.

The Company declared its second quarter dividend in the amount of $0.03 per Share payable to shareholders of record as of October 12, 2007 (“record date”), which is expected to be paid on November 1, 2007. Because the record date for the second quarter dividend is a date after the Expiration Date, you will not receive the second quarter dividend on the Shares purchased by the Company. However, in the event that the Expiration Date is extended beyond the record date for the second quarter dividend, you would receive the second quarter dividend on the Shares purchased by the Company.

9.   Source and Amount of Funds

Assuming that the maximum of 6,000,000 Shares are tendered in the Tender Offer at the maximum purchase price of $18.50 per Share, the aggregate purchase price will be approximately $111 million. We anticipate that we will pay for the Shares tendered in the Tender Offer, as well as paying related fees and expenses, in cash by using a portion of the proceeds from the sale of the KeyLink Systems Business to Arrow Electronics, Inc. and its wholly-owned subsidiaries, Arrow Electronics Canada Ltd. and Support Net, Inc., (together, “Arrow”) pursuant to an Asset Purchase Agreement dated January 2, 2007 by and among Agilysys as the seller and Arrow as the buyer, which closed on April 2, 2007. The sale price of the KeyLink Systems Business was $485 million and resulted in net proceeds to the Company of approximately $350 million after taxes and fees. The Asset Purchase Agreement was filed with the Securities and Exchange Commission on Form 8-K dated January 5, 2007. For more information about the sale of the KeyLink Systems Business, see the following: our Current Reports of Forms 8-K filed on April 2, 2007, March 13, 2007, February 5, 2007, January 16, 2007, January 5, 2007, and January 3, 2007; our Quarterly Report on Form 10-Q filed on February 5, 2007; and our Proxy Statement filed on Form DEFM14A filed

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on February 5, 2007. Except as otherwise stated in this Offer to Purchase and related exhibits, we do not have any alternative financing arrangements in the event that we do not have enough cash on hand to pay for the Shares, related fees and expenses in connection with the Tender Offer. The funds to be used by us in connection with the Tender Offer were not borrowed funds and we do not expect to borrow funds for the purpose of the Tender Offer.

10.   Information About Agilysys, Inc.

We are a leading provider of innovative IT solutions to corporate and public-sector customers with special expertise in select markets, including retail and hospitality. We provide technology solutions, including hardware, software and services to help customers resolve their most complicated IT needs. Our expertise includes enterprise architecture and high availability, infrastructure optimization, storage and resource management, identity management and business continuity; along with software and services designed specifically for the retail and hospitality markets. To assure our solutions make use of the best available, highest quality products and leading-edge technologies, we partner with leading suppliers in the IT industry — including Cisco, EMC, HP, IBM, Oracle, Motorola and Sun Microsystems.

We have customers and experience in many different industries including manufacturing, finance, healthcare, education, government, transportation, telecommunications, retail and hospitality.

We have special expertise in select vertical markets, including retail and hospitality. In the retail industry, we are a leader in designing and implementing hardware, software and service solutions for the grocery, chain drug, hospitality food service and general retail marketplace. In the hospitality industry, we provide proprietary software solutions to automate functions for customers including hotels, casinos, resorts, conference centers, condominiums, golf courses, spas, cruise lines, stadiums and food management services.

We were organized as an Ohio corporation in 1963, are headquartered in Boca Raton, Florida, and operate extensively throughout North America, with additional sales offices in the United Kingdom and China.

Recent Developments.  On April 2, 2007, we completed the sale of the KeyLink Systems Business. See “Source and Amount of Funds” for more information with respect to the sale of the KeyLink Systems Business.

On January 25, 2007, we completed the acquisition of Visual One Systems (“Visual One”), a leading developer and marketer of Microsoft^® Windows^®-based software with annual sales of approximately $9 million. The acquisition of Visual One strategically provides the Company a complementary product offering and significantly increases the breadth of the Company’s market opportunities in the hospitality industry.

On April 2, 2007, we completed the acquisition of Stack Computer (“Stack”), a technology integrator with a strong focus in EMC-based high availability storage infrastructure solutions with approximately $55 million in revenues. As an EMC Premier Technology Integrator and a Cisco Advanced Technology Partner, Stack strategically provides the Company with product solutions and services offerings that significantly enhance its storage and professional services businesses.

On June 18, 2007, we completed the acquisition of InfoGenesis, Inc. (“InfoGenesis”), pursuant to the Agreement and Plan of Merger between the Company and InfoGenesis dated June 1, 2007. With approximately $42 million in annual revenues, InfoGenesis enhances the Company’s already strong presence in casinos, hotels and resorts, and provides new solutions in cruise lines, stadiums and foodservice. The combined portfolio of products from the Company and InfoGenesis offers hospitality clients worldwide a single source for their operational technology needs. The acquisition price was $90 million and was funded by cash on hand. This brief description of the acquisition is not intended to be complete and is qualified in its entirety by reference to the full text of the InfoGenesis Agreement and Plan of Merger, which was filed with the SEC on Form 8-K on June 22, 2007.

On July 2, 2007, we completed the acquisition of Innovative Systems Design, Inc. (“Innovativ”), pursuant to the Agreement and Plan of Merger between the Company and Innovativ dated May 25, 2007. The acquisition price was $100 million in cash, subject to a working capital adjustment. With approximately $256 million in revenues, Innovativ is the largest U.S. solutions provider of Sun Microsystems servers and storage products. The Sun relationship, combined with Innovativ’s strong financial services and telecommunications industry presence, further diversifies the Company’s supplier mix, establishes new markets and broadens its customer base. This brief

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description of the Innovativ acquisition is not intended to be complete and is qualified in its entirety by reference to the full text of the Agreement and Plan of Merger, which was filed with the Securities and Exchange Commission on Form 8-K on June 1, 2007.

In connection with the transactions described above, we filed with the SEC a Form 8-K regarding the InfoGenesis acquisition on June 22, 2007, and a Form 8-K regarding the Innovativ acquisition on July 6, 2007. We did not include the financial statement and pro forma financial information required by Item 9.01 of Form 8-K in either of the Form 8-K filings, and indicated in each of the filings that the required information would be included in an amendment to each Form 8-K to be filed within the timeframe specified in Item 9.01. We intend to file an amendment to each of these Form 8-Ks containing the required information prior to the expiration of the Tender Offer. If such amendments are filed, we will file amendments to our Issuer Tender Offer Statement on Schedule TO to incorporate such amendments by reference into this Offer to Purchase. Shareholders are encouraged to review the amendments to the Form 8-Ks, together with the other documents and information provided, in considering whether to participate in the tender offer.

Where You Can Find More Information.  We are subject to the informational filing requirements of the Exchange Act, and, accordingly, are obligated to file reports, statements and other information with the SEC relating to our business, financial condition and other matters. Information, as of particular dates, concerning directors and officers, their remuneration, options and other stock awards granted to them, the principal holders of our securities and any material interest of these persons in transactions with us is required to be disclosed in proxy statements distributed to our shareholders and filed with the SEC. Pursuant to Rule 13e-4(c)(2) under the Exchange Act, we also have filed an Issuer Tender Offer Statement on Schedule TO with the SEC that includes additional information relating to the Tender Offer.

These reports, statements and other information can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of this material may also be obtained by mail, upon payment of the SEC’s customary charges, from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. The SEC also maintains a web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

Incorporation by Reference.  The rules of the SEC allow us to “incorporate by reference” information into this Offer to Purchase, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The Tender Offer incorporates by reference the documents listed below, including the financial statements and the notes related thereto contained in those documents that have been previously filed with the SEC. These documents contain important information about us.

SEC Filings	Period or Date Filed
Annual Report on Form 10-K	Fiscal year ended March 31, 2007
Quarterly Report on Form 10-Q	Period ended June 30, 2007
Current Report on Form 8-K	Filed on August 7, 2007
	Filed on June 1, 2007
	Filed on April 5, 2007
	Filed on April 2, 2007

You can obtain any of the documents incorporated by reference in this Offer to Purchase from us or from the SEC’s web site at the address described above. Documents incorporated by reference are available from us without charge, excluding any exhibits to those documents. You may request free copies of these filings by writing or telephoning us at the following address: Investor Relations Department, 2255 Glades Road, Suite 301E, Boca Raton, Florida 33431, (561) 999-8740. You may also review and/or download free copies of these filings at our website at www.agilysys.com. We are not incorporating the contents of our website into this Offer to Purchase and information contained on our website is not part of this Tender Offer.

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11.   Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares

As of August 15, 2007, there were 31,437,014 of our Shares issued and outstanding. The 6,000,000 Shares we are offering to purchase in the Tender Offer represent approximately 19.1% of the total number of issued and outstanding Shares as of August 15, 2007.

As of August 15, 2007, our directors and executive officers as a group (13 persons) beneficially owned an aggregate of approximately 3,402,772 Shares, representing approximately 10.0% of the total number of outstanding Shares. Our directors and executive officers have advised us that they do not intend to tender any of their Shares in the Tender Offer. Accordingly, assuming we purchase 6,000,000 Shares in the Tender Offer, the Tender Offer will increase the proportional holdings of our directors and executive officers to approximately 12.2%. However, after the Expiration of the Tender Offer, our directors and executive officers may, in compliance with stock ownership guidelines, our insider-trading policy and applicable law, sell their Shares in open market transactions at prices that may or may not be more favorable than the purchase price to be paid to our shareholders in the Tender Offer.

The aggregate number and percentage of our Shares that were beneficially owned by our current directors and executive officers, as of August 15, 2007, were as set forth in the table below. Assuming we purchase an aggregate of 6,000,000 Shares in the Tender Offer, and no director or executive officer tenders any Shares in the Tender Offer, the percentage beneficial ownership of each director and executive officer after the Tender Offer will be approximately as set forth in the table below.

						Percentage
						Owned After
				Percentage		Tender Offer
				Owned as of		(with above
	Shares Owned as of			August 15,		stated
	August 15, 2007(1)			2007		assumptions)
Directors(2)
Charles F. Christ		45,520	(3)		0.1%		0.2%
Thomas A. Commes		80,514	(4)		0.3%		0.3%
Curtis J. Crawford		15,520	(5)		*		0.1%
Howard V. Knicely		40,014	(6)		0.1%		0.2%
Keith M. Kolerus		36,514	(7)		0.1%		0.1%
Robert A. Lauer		50,514	(8)		0.2%		0.2%
Robert G. McCreary, III		52,791	(8)		0.2%		0.2%
Thomas C. Sullivan		66,895	(4)(9)		0.2%		0.3%
Executive Officers(2)
Robert J. Bailey		366,182	(10)		1.2%		1.4%
Peter J. Coleman		434,354	(11)		1.4%		1.7%
Martin F. Ellis		257,282	(12)(13)		0.8%		1.0%
Arthur Rhein		1,526,235	(14)(15)		4.7%		5.7%
Richard A. Sayers, II		430,437	(16)		1.4%		1.7%
All Directors and Executive Officers as a group (13 persons)		3,402,772	(17)		10.0%		12.2%

*	Shares owned are less than one-tenth of one percent.
(1)	Except where otherwise indicated, beneficial ownership of the Shares of the Company held by the persons listed in the table above comprises both sole voting and dispositive power, or voting and dispositive power that is shared with the spouses of such persons.
(2)	The address of each Director and Executive Officer is 2255 Glades Road, Suite 301E, Boca Raton, Florida 33431.
(3)	Includes 37,500 Shares which the Director has the right to acquire within 60 days of August 15, 2007 through the exercise of stock options granted to the Director under the 1999 and 2000 Stock Option Plans for Outside Directors, and the 2000 Stock Incentive Plan.

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(4)	Includes 52,500 Shares which the Director has the right to acquire within 60 days of August 15, 2007 through the exercise of stock options granted to the Director under the 1999 and 2000 Stock Option Plans for Outside Directors, and the 2000 Stock Incentive Plan.
(5)	Includes 7,500 Shares which the Director has the right to acquire within 60 days of August 15, 2007 through the exercise of stock options granted to the Director under the 2000 Stock Incentive Plan.
(6)	Includes 30,000 Shares which the Director has the right to acquire within 60 days of August 15, 2007 through the exercise of stock options granted to the Director under the 2000 Stock Option Plan for Outside Directors and the 2000 Stock Incentive Plan.
(7)	Includes 22,500 Shares which the Director has the right to acquire within 60 days of August 15, 2007 through the exercise of stock options granted to the Director under the 1999 and 2000 Stock Option Plans for Outside Directors, and the 2000 Stock Incentive Plan.
(8)	Includes 37,500 Shares which the Director has the right to acquire within 60 days of August 15, 2007 through the exercise of stock options granted to Directors under the 2000 Stock Option Plan for Outside Directors and the 2000 Stock Incentive Plan.
(9)	Does not include the amounts held by the Director in a stock allotment account under the Deferred Compensation Plan for Directors. As of August 15, 2007, Mr. Sullivan owned the phantom stock equivalent of 26,429 Shares in such account.
(10)	Includes (i) 194,800 Shares which Mr. Bailey has the right to acquire within 60 days of August 15, 2007 through the exercise of stock options granted to him under the 1991 Stock Option Plan and the 2000 Stock Incentive Plan; and (ii) 60,000 restricted Shares which Mr. Bailey was granted under the 2006 Stock Incentive Plan, as to which Mr. Bailey has sole voting power, but no dispositive power until such Shares have become vested.
(11)	Includes (i) 305,876 Shares which Mr. Coleman has the right to acquire within 60 days of August 15, 2007 through the exercise of stock options granted to him under the 1991 Stock Option Plan and the 2000 Stock Incentive Plan; and (ii) 60,000 restricted Shares which Mr. Coleman was granted under the 2006 Stock Incentive Plan, as to which Mr. Coleman has sole voting power, but no dispositive power until such Shares have become vested.
(12)	Includes (i) 152,000 Shares which Mr. Ellis has the right to acquire within 60 days of August 15, 2007 through the exercise of stock options granted to him under the 2000 Stock Incentive Plan; and (ii) 72,500 restricted Shares which Mr. Ellis was granted under the 2000 and 2006 Stock Incentive Plans, as to which Mr. Ellis has sole voting power, but no dispositive power until such Shares have become vested.
(13)	Includes 26,375 Shares that Mr. Ellis has pledged as security pursuant to a brokerage margin account.
(14)	Includes 1,264,500 Shares which Mr. Rhein has the right to acquire within 60 days of August 15, 2007 through the exercise of stock options granted to him under the 1991 Stock Option Plan and the 2000 Stock Incentive Plan.
(15)	Includes 97,175 Shares that Mr. Rhein has pledged as security pursuant to a brokerage margin account.
(16)	Includes (i) 317,300 Shares which Mr. Sayers has the right as a result of Mr. Sayer’s eligibility for early retirement to acquire within 60 days of August 15, 2007 through the exercise of stock options granted to him under the 1991 Stock Option Plan and the 2000 Stock Incentive Plan; and (ii) 48,000 restricted Shares which Mr. Sayers was granted under the 2006 Stock Incentive Plan, as to which Mr. Sayers has sole voting power, but no dispositive power until such Shares have become vested. The Company defines eligibility for early retirement as the attainment of 55 years of age and 7 years of continuous service.
(17)	The number of Shares shown as beneficially owned by the Company’s Directors and Executive Officers as a group includes (i) 2,459,176 Shares which such persons have the right to acquire within 60 days of August 15, 2007 through the exercise of stock options granted to them under the 1991 Stock Option Plan, the 2000 Stock Incentive Plan, the 1999 Stock Option Plan for Outside Directors and the 2000 Stock Option Plan for Outside Directors; and (ii) 240,500 restricted Shares granted under the 2006 Stock Incentive Plan, as to which participants have sole voting power, but no dispositive power until such Shares have become vested.

The Retirement Plan of Agilysys, Inc.  We have a savings plan in the United States that is a defined contribution plan covering all employees of the Company and certain of its subsidiaries (the Company and Plan

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Administrator). The Retirement Plan of Agilysys, Inc. (the “Plan”) is subject to the provisions of ERISA. Eligible employees may participate in the Plan after completing sixty days of continuous service.

Generally, we will match 100% of the participants’ contributions on the first 1% of their compensation contributed and 50% of the participants’ contributions on the next 5% of their compensation contributed. Additional profit sharing amounts may be contributed at the discretion of the Company’s senior management. Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company contributions to their accounts is based on years of continuous service. A participant is 100% vested after 2 years of credited service. The Company’s Shares are included as an investment option under the Plan.

Recent Securities Transactions.  Based on our records and on information provided to us by our directors, executive officers, affiliates, and subsidiaries, neither we nor any of our directors, executive officers, affiliates or subsidiaries have effected any transactions involving our Shares during the 60 days prior to August 20, 2007, except for: (i) customary and ongoing purchases of Shares under The Retirement Plan of Agilysys, Inc.; and (ii) Robert J. Bailey exercised an option to purchase 8,000 Shares on August 13, 2007 and paid the $12.25 per Share exercise price.

Except as otherwise described herein and for (i) outstanding stock options, stock awards or other equity awards granted to our directors, executive officers and other employees pursuant to The Retirement Plan of Agilysys, Inc. and our various equity incentive plans, as further described in Notes 11 and 16 to the Company’s financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2007 or the Company’s latest proxy statement, and (ii) employment, non-competition and change of control agreements with certain of the Company’s executive officers, as further described in the Company’s latest proxy statement, which descriptions are incorporated herein by reference, neither we nor, to the best of our knowledge, any of our affiliates, directors or executive officers, is a party to any agreement, arrangement, understanding or relationship, whether or not legally enforceable, with any other person, relating, directly or indirectly, to the Tender Offer or with respect to any of our securities, including, but not limited to, any agreement, arrangement, understanding or relationship concerning the transfer or the voting of our securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations.

For more information regarding the terms of our equity incentive plans and certain other agreements, we refer you to the entire text of the documents filed as Exhibits (d)(1) through (d)(32) to the Schedule TO filed by the Company on August 21, 2007, as the same may be amended from time to time, which are incorporated herein by reference.

No securities of the Company are pledged or otherwise subject to a contingency, the occurrence of which would give another person the power to direct the voting or disposition of the subject securities.

12.   Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act

The purchase by us of Shares in the Tender Offer will reduce the number of Shares that might otherwise be traded publicly and is likely to reduce the number of shareholders. As a result of the Tender Offer, trading of a relatively smaller number of Shares may have a greater impact on trading prices than would be the case prior to the consummation of the Tender Offer. However, we believe that there will be a sufficient number of Shares outstanding and publicly traded following completion of the Tender Offer to ensure a continued trading market for the Shares. Based upon published guidelines of NASDAQ, we do not believe that our purchase of Shares in the Tender Offer will cause the remaining outstanding Shares to be delisted from NASDAQ. The Tender Offer is conditioned upon there not being any reasonable likelihood, in our reasonable judgment, that the consummation of the Tender Offer and the purchase of Shares will cause the Shares to be delisted from NASDAQ. See Section 7.

The Shares are currently “margin securities” under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit to their customers using such Shares as collateral. We believe that, following the purchase of Shares in the Tender Offer, the Shares will continue to be “margin securities” for purposes of the Federal Reserve Board’s margin rules and regulations.

The Shares are registered under the Exchange Act, which requires, among other things, that we furnish certain information to our shareholders and the SEC and comply with the SEC’s proxy rules in connection with meetings of

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our shareholders. We believe that our purchase of Shares in the Tender Offer pursuant to the terms of the Tender Offer will not result in the Shares becoming eligible for deregistration under the Exchange Act.

13.   Legal Matters; Regulatory Approvals

We are not aware of any license or regulatory permit that is material to our business that might be adversely affected by our acquisition of Shares as contemplated by the Tender Offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic, foreign or supranational, that would be required for the acquisition of Shares by us as contemplated by the Tender Offer. Should any such approval or other action be required, we presently contemplate that we will seek that approval or other action where practicable within the time period contemplated by the Tender Offer. We are unable to predict whether we will be required to delay the acceptance for payment of or payment for Shares tendered in the Tender Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial cost or conditions or that the failure to obtain the approval or other action might not result in adverse consequences to our business or financial condition. Our obligations under the Tender Offer to accept payment for and pay for Shares is subject to conditions. See Section 7.

14.   United States Federal Income Tax Consequences

IRS Circular 230 Notice:  To ensure compliance with Internal Revenue Service Circular 230, shareholders are hereby notified that: (a) any discussion of U.S. federal tax issues contained or referred to in this Offer to Purchase or any document referred to herein is not intended or written to be used, and cannot be used by shareholders for the purpose of avoiding penalties that may be imposed on them under the Internal Revenue Code (the “Code”); (b) such discussion is written for use in connection with the promotion or marketing of the transactions or matters addressed herein; and (c) shareholders should seek advice based on their particular circumstances from an independent tax advisor.

The following summary describes the material U.S. federal income tax consequences relating to the Tender Offer to shareholders whose Shares are validly tendered and accepted for payment pursuant to the Tender Offer. This summary does not address the effect of state, local, foreign or other tax laws. Those shareholders that do not participate in the Tender Offer should not incur any U.S. federal income tax liability as a result of the completion of the Tender Offer. This summary is based upon the Code, Treasury Regulations promulgated thereunder, administrative pronouncements and judicial decisions, all as in effect as of the date hereof and all of which are subject to change, possibly with retroactive effect. This summary addresses only Shares that are held as capital assets within the meaning of Section 1221 of the Code and does not address all of the tax consequences that may be relevant to shareholders in light of their particular circumstances or to certain types of shareholders subject to special treatment under the Code, including, without limitation, certain financial institutions, dealers in securities or commodities, traders in securities who elect to apply a mark-to-market method of accounting, insurance companies, tax-exempt organizations, regulated investment companies, certain expatriates, U.S. shareholders, as defined below, whose functional currency is other than the U.S. dollar, persons subject to the alternative minimum tax, persons that hold Shares as a position in a “straddle” or as a part of a “hedging,” “conversion,” “constructive sale” or other integrated transaction for U.S. federal income tax purposes or persons that received their Shares through the exercise of employee stock options or otherwise as compensation. In addition, except as otherwise specifically noted, this discussion applies only to “U.S. shareholders.” For purposes of this discussion, a “U.S. shareholder” means:

•  a citizen or resident of the United States;

•  a corporation or other entity taxable as a corporation created or organized in the United States or any political subdivision thereof;

•  an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

•  a trust (1) whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all of its substantial decisions, or (2) that has validly

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elected to be treated as a U.S. person for U.S. federal income tax purposes under applicable Treasury Regulations.

If a partnership holds Shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. Partners of partnerships holding Shares should consult their tax advisors.

Shareholders are urged to consult their tax advisors to determine the particular tax consequences to them of participating or not participating in the Tender Offer, including the applicability and effect of state, local, foreign and other tax laws and the possible effect of changes in U.S. federal or other tax laws.

Characterization of the Purchase.  The purchase of Shares by us in the Tender Offer will be a taxable transaction for U.S. federal income tax purposes. As a consequence of the purchase, a U.S. shareholder will, depending on the U.S. shareholder’s particular circumstances, be treated either as having sold the U.S. shareholder’s Shares or as having received a distribution in respect of Shares from us. Under Section 302 of the Code, a U.S. shareholder whose Shares are purchased by us in the Tender Offer will be treated as having sold its Shares, and thus will recognize capital gain or loss if the purchase:

•  results in a “complete termination” of the U.S. shareholder’s equity interest in us;

•  results in a “substantially disproportionate” redemption with respect to the U.S. shareholder; or

•  is “not essentially equivalent to a dividend” with respect to the U.S. shareholder.

Each of these tests, referred to as the “Section 302 tests,” is explained in more detail below.

If a U.S. shareholder satisfies any of the Section 302 tests explained below, the U.S. shareholder will be treated as if it sold its Shares to us and will recognize capital gain or loss equal to the difference between the amount of cash received in the Tender Offer and the U.S. shareholder’s adjusted tax basis in the Shares surrendered in exchange therefor. This gain or loss will be long-term capital gain or loss if the U.S. shareholder’s holding period for the Shares that were sold exceeds one year as of the date of purchase by us in the Tender Offer. For taxable years beginning before January 1, 2011, long-term capital gain recognized by a non-corporate shareholder generally will be subject to U.S. federal income tax at a maximum rate of 15%. Specified limitations apply to the deductibility of capital losses by U.S. shareholders. Gain or loss must be determined separately for each block of Shares (Shares acquired at the same cost in a single transaction) that is purchased by us from a U.S. shareholder in the Tender Offer. A U.S. shareholder may be able to designate, generally through its broker, which blocks of Shares it wishes to tender in the Tender Offer if less than all of its Shares are tendered in the Tender Offer, and the order in which different blocks will be purchased by us in the event of proration in the Tender Offer. U.S. shareholders should consult their tax advisors concerning the mechanics and desirability of that designation.

If a U.S. shareholder does not satisfy any of the Section 302 tests explained below, the purchase of a U.S. shareholder’s Shares by us in the Tender Offer will not be treated as a sale or exchange under Section 302 of the Code with respect to the U.S. shareholder. Instead, the amount received by the U.S. shareholder with respect to the purchase of its Shares by us in the Tender Offer will be treated as a dividend to the U.S. shareholder with respect to its Shares under Section 301 of the Code, to the extent of our current and accumulated earnings and profits (within the meaning of the Code). Provided certain holding period requirements are satisfied, for taxable years beginning before January 1, 2011, non-corporate shareholders generally will be subject to U.S. federal income tax at a maximum rate of 15% on dividends deemed received. To the extent the amount deemed distributed exceeds our current and accumulated earnings and profits, the excess first will be treated as a tax-free return of capital that will reduce the U.S. shareholder’s adjusted tax basis (but not below zero) in its Shares and any remainder will be treated as capital gain (which may be long-term capital gain as described above). To the extent that a purchase of a U.S. shareholder’s Shares by us in the Tender Offer is treated as the receipt by the U.S. shareholder of a dividend, the U.S. shareholder’s remaining adjusted tax basis (after adjustment as described in the previous sentence) in the purchased Shares will be added to any Shares retained by the U.S. shareholder subject to, in the case of corporate shareholders, reduction of basis or possible gain recognition under Section 1059 of the Code in an amount equal to the non-taxed portion of the dividend. A dividend received by a corporate U.S. shareholder, as explained below, may be eligible for the dividends-received deduction.

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Constructive Ownership of Stock and Other Issues.  In applying each of the Section 302 tests explained below, U.S. shareholders must take into account not only Shares that they actually own but also Shares they are treated as owning under the constructive ownership rules of Section 318 of the Code. Under the constructive ownership rules, a U.S. shareholder is treated as owning any Shares that are owned (actually and in some cases constructively) by certain related individuals and entities as well as Shares that the U.S. shareholder has the right to acquire by exercise of an option or by conversion or exchange of a security. Due to the factual nature of the Section 302 tests explained below, U.S. shareholders should consult their tax advisors to determine whether their sale of Shares in the Tender Offer qualifies for sale or exchange treatment in their particular circumstances.

If a U.S. shareholder sells Shares to persons other than us at or about the time the shareholder also sells Shares pursuant to the Tender Offer, and the various sales effected by the U.S. shareholder are part of an overall plan to reduce or terminate such shareholder’s proportionate interest in us, then the sales to persons other than us may, for U.S. federal income tax purposes, be integrated with the U.S. shareholder’s exchange of Shares pursuant to the Tender Offer and, if integrated, should be taken into account in determining whether the shareholder satisfies any of the Section 302 tests with respect to Shares sold to us.

We cannot predict whether or the extent to which the Tender Offer will be oversubscribed. If the Tender Offer is oversubscribed, proration of tenders in the Tender Offer will cause us to accept fewer Shares than are tendered. This in turn may affect the U.S. shareholder’s U.S. federal income tax consequences. In particular, this could affect the U.S. shareholder’s ability to satisfy one of the Section 302 tests described below. Accordingly, a tendering U.S. shareholder may choose to submit a “conditional tender” under the procedures described in Section 6, which allows the U.S. shareholder to tender Shares subject to the condition that a specified minimum number of the U.S. shareholder’s Shares must be purchased by us if any such Shares so tendered are purchased. In any event, no assurance can be given that a U.S. shareholder will be able to determine in advance whether its disposition of Shares pursuant to the Tender Offer will be treated as a sale or exchange or as a dividend distribution in respect of Shares from us.

Section 302 Tests. One of the following tests must be satisfied in order for the purchase of Shares by us in the Tender Offer to be treated as a sale or exchange for U.S. federal income tax purposes:

•  Complete Termination Test.  The purchase of a U.S. shareholder’s Shares by us in the Tender Offer will result in a “complete termination” of the U.S. shareholder’s equity interest in us if all of the Shares that are actually owned by the U.S. shareholder are sold in the Tender Offer and all of the Shares that are constructively owned by the U.S. shareholder, if any, are sold in the Tender Offer or, with respect to Shares owned by certain related individuals, the U.S. shareholder effectively waives, in accordance with Section 302(c) of the Code, attribution of ownership of Shares that otherwise would be considered as constructively owned by the U.S. shareholder. U.S. shareholders wishing to satisfy the “complete termination” test through waiver of the constructive ownership rules should consult their tax advisors.

•  Substantially Disproportionate Test.  The purchase of a U.S. shareholder’s Shares by us in the Tender Offer will result in a “substantially disproportionate” redemption with respect to the U.S. shareholder if, among other things, the percentage of the then outstanding voting stock actually and constructively owned by the U.S. shareholder immediately after the purchase is less than 80% of the percentage of voting stock actually and constructively owned by the U.S. shareholder immediately before the purchase (treating as outstanding all Shares purchased in the Tender Offer) and immediately following the exchange the U.S. shareholder actually and constructively owns less than 50% of our total voting power. Unlike the complete termination test, there is no waiver of constructive ownership under this test.

•  Not Essentially Equivalent to a Dividend Test.  The purchase of a U.S. shareholder’s Shares by us in the Tender Offer will be treated as “not essentially equivalent to a dividend” if the reduction in the U.S. shareholder’s proportionate interest in us as a result of the purchase constitutes a “meaningful reduction” given the U.S. shareholder’s particular circumstances. Whether the receipt of cash by a shareholder who sells Shares in the Tender Offer will be “not essentially equivalent to a dividend” is independent of whether or not we have current or accumulated earnings and profits and will depend upon the shareholder’s particular facts and circumstances. The IRS has indicated in a published revenue ruling that even a small reduction in the percentage interest of a shareholder whose relative stock interest in a publicly held corporation is minimal (for example, an interest of less than 1%) and who exercises no control over corporate affairs should

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constitute a “meaningful reduction.” U.S. shareholders should consult their tax advisors as to the application of this test with respect to their particular circumstances.

Corporate Shareholder Dividend Treatment.  If a corporate U.S. shareholder does not satisfy any of the Section 302 tests described above and we have current or accumulated earnings and profits in respect of our current taxable year, a corporate U.S. shareholder may, to the extent that any amounts received by it in the Tender Offer are treated as a dividend, be eligible for the dividends-received deduction. The dividends-received deduction is subject to certain limitations. In addition, any amount received by a corporate U.S. shareholder pursuant to the Tender Offer that is treated as a dividend may constitute an “extraordinary dividend” under Section 1059 of the Code. Corporate U.S. shareholders should consult their own tax advisors as to the application of Section 1059 of the Code to the Tender Offer, and to the tax consequences of dividend treatment in their particular circumstances.

Non-U.S. Shareholders.  The following general discussion applies to shareholders that are “non-U.S. shareholders.” A “non-U.S. shareholder” is a person or entity that, for U.S. federal income tax purposes, is a:

•  non-resident alien individual, other than certain former citizens and residents of the United States subject to tax as expatriates;

•  foreign corporation; or

•  foreign estate or trust.

Withholding on Non-U.S. shareholders.  We expect that a payment made to a non-U.S. shareholder pursuant to the Tender Offer will generally be subject to U.S. federal withholding at a rate of 30%, unless a lower rate or exemption applies under a tax treaty or the non-U.S. shareholder is able to establish to the satisfaction of the withholding agent that withholding is not required because one of the Section 302 tests is met. In order to obtain a reduced rate of withholding or exception under a tax treaty, a non-U.S. shareholder tendering such Shares will be required to deliver to the Depositary a properly completed IRS Form W-8BEN before the payment is made. A non-U.S. shareholder may be eligible to obtain a refund of any withholding if the non-U.S. shareholder meets the “complete termination,” “substantially disproportionate,” or “not essentially equivalent to a dividend” test, but will be required to seek such refund from the IRS.

If the purchase of Shares by us in the Tender Offer is characterized as a sale or exchange (as opposed to a dividend) with respect to a non-U.S. shareholder, the shareholder generally should not be subject to U.S. federal income tax, including by way of withholding, on gain realized on the disposition of Shares in the Tender Offer unless:

•  the gain is effectively connected with a trade or business of the non-U.S. shareholder in the United States, subject to an applicable treaty providing otherwise; or

•  we are or have been a “U.S. real property holding corporation” and certain other requirements are met.

We do not believe that we currently are or have been a “U.S. real property holding corporation.”

An individual who is present in the United States for 183 days or more in the taxable year of disposition, and is not otherwise a resident of the United States for U.S. federal income tax purposes, should consult his or her own tax advisor regarding the U.S. federal income tax consequences of participating in the Tender Offer.

United States Federal Income Tax Considerations for Participants in The Retirement Plan of Agilysys, Inc.   Special tax consequences may apply with respect to Shares tendered through The Retirement Plan of Agilysys, Inc. Please refer to the “Letter to Participants in The Retirement Plan of Agilysys, Inc.” sent to Plan participants along with this Offer to Purchase for a discussion of the tax consequences applicable to Shares held pursuant to the Plan.

Backup Withholding.  See Section 3 with respect to the application of U.S. federal income tax backup withholding.

15.   Extension of the Tender Offer; Termination; Amendment

We expressly reserve the right, in our sole discretion, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 7 shall have occurred or shall be deemed by us to have occurred, to extend the period of time during which the Tender Offer is open and thereby delay acceptance for payment of, and payment

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for, any Shares by giving oral or written notice of such extension to the Depositary and making a public announcement of such extension. We also expressly reserve the right, in our sole discretion, to terminate the Tender Offer if any of the conditions set forth in Section 7 have occurred and to reject for payment and not pay for any Shares not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for Shares by giving oral or written notice of such termination or postponement to the Depositary and making a public announcement of such termination or postponement. Our reservation of the right to delay payment for Shares which we have accepted for payment is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that we must pay the consideration offered or return the Shares tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, we further reserve the right, in our sole discretion, and regardless of whether any of the events set forth in Section 7 shall have occurred or shall be deemed by us to have occurred, to amend the Tender Offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in the Tender Offer to holders of Shares or by decreasing or increasing the number of Shares being sought in the Tender Offer. Amendments to the Tender Offer may be made at any time and from time to time effected by public announcement, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., Eastern Time, on the next business day after the last previously scheduled or announced Expiration Time. Any public announcement made in the Tender Offer will be disseminated promptly to shareholders in a manner reasonably designed to inform shareholders of such change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release through PR Newswire or another comparable service. In addition, we would file such press release as an exhibit to the Schedule TO.

If we materially change the terms of the Tender Offer or the information concerning the Tender Offer, we will extend the Tender Offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3) and 13e-4(f)(1) promulgated under the Exchange Act. These rules and certain related releases and interpretations of the SEC provide that the minimum period during which a tender offer must remain open following material changes in the terms of the Tender Offer or information concerning the Tender Offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information; however, in no event will the Tender Offer remain open for fewer than five business days following such a material change in the terms of, or information concerning, the Tender Offer. If (1)(i) we make any change to the price range at which we are offering to purchase Shares in the Tender Offer, (ii) decrease the number of Shares being sought in the Tender Offer, or (iii) increase the number of Shares being sought in the Tender Offer by more than 2% of our outstanding Shares; and (2) the Tender Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that such notice of an increase or decrease is first published, sent or given to shareholders in the manner specified in this Section 15, the Tender Offer will be extended until the expiration of such ten business day period.

16.   Fees and Expenses

We have retained JPMorgan to act as the Dealer Manager in connection with the Tender Offer. In its role as Dealer Manager, JPMorgan may contact brokers, dealers and similar entities and may provide information regarding the Tender Offer to those that they contact or persons that contact them. JPMorgan will receive reasonable and customary amounts of compensation and will be reimbursed for reasonable out-of-pocket expenses incurred in connection with the Tender Offer, including reasonable fees and expenses of counsel. We will indemnify JPMorgan against certain liabilities in connection with the Tender Offer, including certain liabilities under the federal securities laws.

JPMorgan and its affiliates have provided, and may in the future provide, various investment banking and other services to us for which future services we would expect they would receive customary compensation from us. In the ordinary course of business, including in their trading and brokerage operations and in a fiduciary capacity, JPMorgan and its affiliates may hold positions, both long and short, for their own accounts and for those of their customers, in our securities.

We have retained Georgeson Inc. to act as Information Agent and National City Bank to act as Depositary in connection with the Tender Offer. Georgeson Inc. may contact holders of Shares by mail, facsimile and personal interviews and may request brokers, dealers and other nominee shareholders to forward materials relating to the

36

Tender Offer to beneficial owners. Georgeson Inc. and National City Bank will each receive reasonable and customary amounts of compensation for their respective services, will be reimbursed by us for reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the Tender Offer, including certain liabilities under the federal securities laws.

We will not pay any fees or commissions to brokers, dealers or other persons (other than fees to the Dealer Manager and the Information Agent as described above) for soliciting tenders of Shares in the Tender Offer. Shareholders holding Shares through brokers or banks are urged to consult the brokers or banks to determine whether transaction costs may apply if shareholders tender Shares through the brokers or banks and not directly to the Depositary. We will, however, upon request, reimburse brokers, dealers and commercial banks for customary mailing and handling expenses incurred by them in forwarding the Tender Offer and related materials to the beneficial owners of Shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as our agent or the agent of the Dealer Manager, the Information Agent or the Depositary for purposes of the Tender Offer. We will pay or cause to be paid all stock transfer taxes, if any, on our purchase of Shares, except as otherwise described in Section 5.

17.   Miscellaneous

Pursuant to Rule 13e-4(c)(2) under the Exchange Act, we have filed with the SEC an Issuer Tender Offer Statement on Schedule TO, which contains additional information with respect to the Tender Offer. The Schedule TO, including the exhibits and any amendments and supplements thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth in Section 10 with respect to information concerning us.

Rule 13e-4(f) under the Exchange Act prohibits us from purchasing any Shares, other than in the Tender Offer until at least 10 business days after the Expiration Time. Accordingly, any additional purchases outside the Tender Offer may not be consummated until at least 10 business days after the Expiration Time.

This Offer to Purchase and the Letter of Transmittal do not constitute an offer to purchase securities in any jurisdiction in which such offer is not permitted or would not be permitted. If we become aware of any jurisdiction where the making of the Tender Offer or the acceptance of Shares pursuant thereto is not in compliance with applicable law, we will make a good faith effort to comply with the applicable law where practicable. If, after such good faith effort, we cannot comply with the applicable law, the Tender Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such jurisdiction.

You should only rely on the information contained in this Offer to Purchase or to which we have referred you. We have not authorized any person to make any recommendation on behalf of us as to whether you should tender or refrain from tendering your Shares in the Tender Offer. We have not authorized any person to give any information or to make any representation in connection with the Tender Offer other than those contained in this Offer to Purchase or in the Letter of Transmittal. If anyone makes any recommendation, gives you any information or makes any representation, you must not rely upon that recommendation, information or representation as having been authorized by us, the Dealer Manager, the Depositary or the Information Agent.

Agilysys, Inc.

August 21, 2007

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The Letter of Transmittal, certificates for Shares and any other required documents should be sent or delivered by each shareholder of the Company or his or her bank, broker, dealer, trust company or other nominee to the Depositary as follows:

The Depositary for the Tender Offer is:

National City Bank

If delivering by mail:	If delivering by facsimile:	If delivering by hand or courier:
National City Bank, Depositary Corporate Actions Processing Center P.O. Box 859208 161 Bay State Drive Braintree, Massachusetts 02185-9208	(781) 380-3388	National City Bank, Depositary Corporate Actions Processing Center 161 Bay State Drive Braintree, Massachusetts 02184

Delivery of the Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary.

Questions and requests for assistance may be directed to the Information Agent or to the Dealer Manager at their addresses and telephone numbers set forth below. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery should be directed to the Information Agent.

The Information Agent for the Tender Offer is:

17 State Street, 10th Floor

New York, New York 10004

Banks and Brokerage Firms please call: (212) 440-9800

Call Toll-Free: (866) 909-6471

The Dealer Manager for the Tender Offer is:

277 Park Avenue, 9th Floor

New York, New York 10172

Call Collect: (212) 622-2922

Call Toll-Free: (877) 371-5947

EX-99.A.1.II

Exhibit (a)(1)(ii)

LETTER OF TRANSMITTAL

To Tender Common Shares
of
AGILYSYS, INC.
Pursuant to its Offer to Purchase
Dated August 21, 2007

THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN STANDARD TIME, ON
WEDNESDAY, SEPTEMBER 19, 2007, UNLESS THE TENDER OFFER IS EXTENDED.

The Depositary for the Tender Offer is:

National City Bank

If delivering by mail:	If delivering by facsimile:	If delivering by hand or courier:
National City Bank, Depositary Corporate Actions Processing Center P.O. Box 859208 161 Bay State Drive Braintree, Massachusetts 02185-9208	(781) 380-3388	National City Bank, Depositary Corporate Actions Processing Center 161 Bay State Drive Braintree, Massachusetts 02184

Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary. The instructions set forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed. Delivery of this Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility will not constitute delivery to the Depositary.

THIS LETTER OF TRANSMITTAL MAY NOT BE USED TO TENDER COMMON SHARES (THE “SHARES”) HELD IN THE RETIREMENT PLAN OF AGILYSYS, INC.; INSTEAD, YOU MUST FOLLOW THE DIRECTIONS SET FORTH IN THE “LETTER TO PARTICIPANTS IN THE RETIREMENT PLAN OF AGILYSYS, INC.” SENT TO PARTICIPANTS IN THAT PLAN.

You should use this Letter of Transmittal if you are tendering physical certificates or are causing the Shares to be delivered by book-entry transfer to the Depositary’s account at The Depository Trust Company, which is hereinafter referred to as the “Book-Entry Transfer Facility”, pursuant to the procedures set forth in Section 3 of the Offer to Purchase.

DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es) of Registered Holder(s)
(Please fill in exactly as name(s)	Shares Tendered
appear(s) on Share Certificate(s))	(Attach and sign additional list if necessary)
		Total Number of	Number of
	Certificate	Shares Represented	Share(s)
	Number(s)	by Certificate(s)	Tendered*
	Total Shares

Indicate in the boxes below the order (by certificate number) in which Shares are to be purchased in the event of proration:**

1st:	2nd:	3rd:	4th:
* Unless otherwise indicated, it will be assumed that all Shares represented by any certificates delivered to the Depositary are being tendered. See Instruction 4
** If you do not designate an order, in the event less than all Shares tendered are purchased due to proration, Shares will be selected for purchase by the Depositary. See Instruction 7

If you desire to tender Shares of Agilysys, Inc. (“Agilysys”) pursuant to the Tender Offer, but you cannot deliver your Shares and all other required documents to the Depositary by the Expiration Date (as defined in the Offer to Purchase) or cannot comply with the procedures for book-entry transfer on a timely basis, you must tender your Shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2.

Additional Information if Shares Have Been Lost, Are Being Delivered By Book-Entry Transfer or Are Being Delivered Pursuant to a Previous Notice of Guaranteed Delivery:

o  Check here if tendered Shares are being delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary and complete the following:

Name(s) of Tendering Shareholder(s): 

Date of Execution of Notice of Guaranteed Delivery: 

Name of Institution which Guaranteed Delivery: 

If any certificate evidencing the Shares you are tendering with this Letter of Transmittal has been lost, stolen, destroyed or mutilated you should call the Depositary, as Transfer Agent, at (800) 622-6757 regarding the requirements for replacement. You may be required to post a bond to secure against the risk that the certificates may be subsequently recirculated. You are urged to contact the Transfer Agent immediately in order to receive further instructions, for a determination of whether you will need to post a bond and to permit timely processing of this documentation. See Instruction 15.

o  Check here if tendered Shares are being delivered by book-entry transfer made to an account maintained by the Depositary with the Book-Entry Transfer Facility and complete the following (only financial institutions that are participants in the system of any Book-Entry Transfer Facility may deliver Shares by book-entry transfer):

Name of Tendering Institution: ­ ­

Account No.: ­ ­

Transaction Code No.: ­ ­

NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

2

CHECK ONLY ONE BOX.  IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER
(See Instruction 5)

o  The undersigned desires to maximize the chance of having Agilysys purchase all the Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE BOX INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares and is willing to accept the purchase price determined by Agilysys pursuant to the Tender Offer. This action will result in receiving a price per Share as low as $16.25 or as high as $18.50.

— OR —

SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER
(See Instruction 5)

By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned hereby tenders Shares at the price checked. This action could result in none of the Shares being purchased if the purchase price for the Shares is less than the price checked below. If the purchase price for the Shares is equal to or greater than the price checked, then the Shares purchased by Agilysys will be purchased at the purchase price. A shareholder who desires to tender Shares at more than one price must complete a separate Letter of Transmittal for each price at which Shares are tendered. The same Shares cannot be tendered at more than one price (unless those Shares were previously tendered and validly withdrawn in accordance with Section 4 of the Offer to Purchase).

PRICE (IN U.S. DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED

o $16.25	o $17.25	o $18.25
o $16.50	o $17.50	o $18.50
o $16.75	o $17.75
o $17.00	o $18.00

You WILL NOT have validly tendered your Shares unless you check ONE AND ONLY ONE BOX ABOVE

ODD LOTS
(See Instruction 6)

To be completed only if Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 Shares.

On the date hereof, the undersigned either (check ONE box):

o  Is the beneficial or record owner of an aggregate of fewer than 100 Shares and is tendering all of those Shares, or

o  Is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, for the beneficial owner(s) thereof, Shares with respect to which it is the record holder, and (ii) believes, based upon representations made to it by such beneficial owner(s), that each such person was the beneficial owner of an aggregate of fewer than 100 Shares and is tendering all of such Shares.

In addition, the undersigned is tendering Shares (check ONE box):

o  At the purchase price, which will be determined by Agilysys in accordance with the terms of the Tender Offer (persons checking this box should check the box under the heading “Shares Tendered at Price Determined Pursuant to the Tender Offer”); or

o  At the price per Share indicated under the heading “Shares Tendered at Price Determined by Shareholder.”

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CONDITIONAL TENDER
(See Instruction 16)

A tendering shareholder may condition his or her tender of Shares upon Agilysys purchasing a specified minimum number of the Shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of Shares you indicate below is purchased by Agilysys pursuant to the terms of the Tender Offer, none of the Shares tendered will be purchased. It is the tendering shareholder’s responsibility to calculate that minimum number of Shares that must be purchased if any are purchased, and each shareholder is urged to consult his or her own tax advisor. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional.

o  The minimum number of Shares that must be purchased, if any are purchased, is            Shares

If, because of proration, the minimum number of Shares designated will not be purchased, Agilysys may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her Shares and checked the box below:

o  The tendered Shares represent all Shares held by the undersigned.

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 8, 9 and 10)

To be completed ONLY if the check for the purchase price of Shares purchased (less the amount of any U.S. federal income tax withholding) and/or certificates for Shares not tendered or not purchased are to be issued in the name of someone other than the undersigned, or if Shares tendered hereby and delivered by book-entry transfer which are not purchased are to be returned by credit to an account at the Book-Entry Transfer Facility other than the account designated above.

CHECK ONE OR BOTH BOXES AS APPROPRIATE.

o Issue Check to:

o Share certificate(s) to:

Name(s) 

(Please Print)

Address 

(Include Zip Code)

Taxpayer Identification or
Social Security No. 

(See Substitute W-9 included herein)

o  Credit Shares delivered by book-entry transfer and not purchased to the account set forth below:

Account Number: 

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 8, 9 and 10)

To be completed ONLY if the check for the purchase price of Shares purchased (less the amount of any U.S. federal income tax withholding) and/or certificates for Shares not tendered or not purchased are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature(s).

CHECK ONE OR BOTH BOXES AS APPROPRIATE.

o Deliver Check to:

o Share certificate(s) to:

Name ­ ­

(Please Print)

Address ­ ­

(Include Zip Code)

Signature ­ ­

Taxpayer Identification or
Social Security No. ­ ­

(See Substitute W-9 included herein)

4

IMPORTANT — SHAREHOLDER(S) SIGN HERE
(PLEASE COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 INCLUDED HEREIN)

(Must be signed by the registered holder(s) exactly as such holder(s) name(s) appear(s) on certificate(s) for shares or on a security position listing or by person(s) authorized to become the registered holder(s) thereof by certificates and documents transmitted with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 8.)

Signature(s) of Owner(s): ­ ­

Name(s): ­ ­

(Please Print)

Capacity (Full Title): ­ ­

Address: ­ ­

(Include Zip Code)

Daytime Area Code and Telephone Number: ­ ­

Taxpayer Identification or Social Security Number: 

(See Substitute Form W-9 included herein)

GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 8)

Authorized Signature: ­ ­

Name(s): ­ ­

(Please Print)

Title: ­ ­

Name of Firm: ­ ­

Address: ­ ­

(Include Zip Code)

Daytime Area Code and Telephone Number: ­ ­

5

Ladies and Gentlemen:

The undersigned hereby tenders to Agilysys, Inc., an Ohio corporation (“Agilysys”), the above-described Shares, without par value, pursuant to the Agilysys offer to purchase up to 6,000,000 Shares at a price per Share indicated in this Letter of Transmittal, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 21, 2007 (the “Offer to Purchase”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together, as amended or supplemented from time to time, constitute the “Tender Offer”). The undersigned acknowledges that in the event more than 6,000,000 Shares are tendered pursuant to the Tender Offer, Agilysys may exercise its right to purchase up to an additional 2% of its outstanding Shares without extending the Tender Offer. Agilysys also expressly reserves the right, in its sole discretion, to purchase additional Shares subject to applicable legal requirements.

Subject to, and effective upon, acceptance for payment of and payment for the Shares tendered herewith, the undersigned hereby (i) sells, assigns and transfers to or upon the order of Agilysys all right, title and interest in and to all the Shares that are being tendered hereby which are so accepted and paid for; (ii) orders the registration of any Shares tendered by book-entry transfer that are purchased under the Tender Offer to or upon the order of Agilysys; and (iii) appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to:

(1) deliver certificates for such Shares, or transfer ownership of such Shares on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of Agilysys upon receipt by the Depositary, as the undersigned’s agent, of the purchase price with respect to such Shares;

(2) present such Shares for transfer and cancellation on the books of Agilysys; and

(3) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, all in accordance with the terms of the Tender Offer.

The undersigned understands that Agilysys will, upon and subject to the terms and conditions of the Tender Offer, determine a single per Share price, not greater than $18.50 nor less than $16.25 per Share, that it will pay for Shares validly tendered and not withdrawn pursuant to the Tender Offer, after taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The undersigned understands that Agilysys will select the lowest Purchase Price that will allow it to purchase up to 6,000,000 Shares or, if a lesser number of Shares are validly tendered and not withdrawn, all such Shares that are properly tendered and not withdrawn. The undersigned further understands that Agilysys reserves the right to purchase more than 6,000,000 Shares pursuant to the Tender Offer, subject to certain limitations and legal requirements as set forth in the Tender Offer. All Shares properly tendered at prices at or below the Purchase Price and not properly withdrawn will be purchased, subject to the conditions of the Tender Offer and the “odd lot” priority, proration and conditional tender provisions described in the Offer to Purchase. The undersigned understands that all shareholders whose Shares are purchased by Agilysys will receive the same Purchase Price for each share purchased pursuant to the Tender Offer.

The undersigned hereby represents and warrants that the undersigned:

(1) has a net long position in Shares at least equal to the number of Shares being tendered;

(2) has full power and authority to tender, sell, assign and transfer the Shares tendered hereby and that, when the same are accepted for payment by Agilysys, Agilysys will acquire good and marketable title thereto, free and clear of all liens, restrictions, charges and encumbrances or other obligations relating to their sale or transfer and not subject to any adverse claims;

(3) will, upon request, execute and deliver any additional documents deemed by the Depositary or Agilysys to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby; and

(4) the undersigned has read and agrees to all the terms of the Tender Offer.

The undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute an agreement between the undersigned and Agilysys upon the terms and subject to the conditions of the Tender Offer. The undersigned acknowledges that under no circumstances will Agilysys pay interest on the Purchase Price.

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The undersigned recognizes that, under certain circumstances set forth in the Offer to Purchase, Agilysys may terminate or amend the Tender Offer or may postpone the acceptance for payment of, or the payment for, Shares tendered or may accept for payment fewer than all of the Shares tendered hereby. In addition, the undersigned also recognizes that, subject to applicable law, Agilysys has expressly reserved the right, in its sole discretion, to amend the Tender Offer in any respect, including by decreasing or increasing the consideration offered in the Tender Offer or by decreasing or increasing the number of Shares sought in the Tender Offer. The undersigned understands that certificate(s) for any Shares not tendered or not purchased will be returned to the undersigned at the address indicated above.

The names and addresses of the registered holders should be printed, if they are not already printed above, exactly as they appear on the certificates representing the Shares tendered hereby. The certificate number of Shares represented by such certificates, and the number of Shares that the undersigned wishes to tender, should be set forth in the appropriate boxes above.

Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the Purchase Price of any Shares purchased (less the amount of any U.S. federal income tax withholding), and return any Shares not tendered or not purchased, in the name(s) of the undersigned or, in the case of Shares tendered by book-entry transfer, by credit to the account at the Book-Entry Transfer Facility designated above. Similarly, unless otherwise indicated under “Special Delivery Instructions” herein, please mail the check for the Purchase Price of any Shares purchased (less the amount of any U.S. federal income tax withholding) and any certificates for Shares not tendered or not purchased (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signature(s). In the event that both “Special Payment Instructions” and “Special Delivery Instructions” are completed, please issue the check for the Purchase Price of any Shares purchased (less the amount of any U.S. federal income tax withholding) and return any Shares not tendered or not purchased in the name(s) of, and mail said check and any certificates to, the person(s) so indicated.

The undersigned recognizes that Agilysys has no obligation, pursuant to the “Special Payment Instructions,” to transfer any certificates for Shares from the name of its registered holder(s) or to order the registration or transfer of Shares tendered by book-entry transfer if Agilysys does not accept for payment any of the Shares so tendered.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Tender Offer

IF YOU PARTICIPATE IN THE RETIREMENT PLAN OF AGILYSYS, INC. (THE “PLAN”), YOU MUST NOT USE THIS LETTER OF TRANSMITTAL TO DIRECT THE TENDER OF THE SHARES ATTRIBUTABLE TO YOUR ACCOUNT. INSTEAD, YOU MUST USE THE SEPARATE PLAN DIRECTION FORM SENT TO PARTICIPANTS IN THE PLAN IN THE “LETTER TO PARTICIPANTS IN THE RETIREMENT PLAN OF AGILYSYS, INC.” YOU SHOULD READ THE SEPARATE TENDER INSTRUCTION FORMS AND RELATED MATERIALS CAREFULLY.

1.  Guarantee of Signatures.  Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most banks and brokerage houses) which is a participant in the Securities Transfer Agents Medallion Program which is an “eligible guarantor institution” as such term is defined in Rule 17Ad-15 under the Exchange Act (an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal is signed by the registered holder(s) of the Shares (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Shares) tendered herewith and such holder(s) have not completed the box entitled “Special Payment Instructions” or “Special Delivery Instructions” on this Letter of Transmittal or (b) if such Shares are tendered for the account of an Eligible Institution. See Instruction 10. You may also need to have any certificates you deliver endorsed or accompanied by a stock power, and the signatures on these documents may also need to be guaranteed. See Instruction 8.

2.  Delivery of Letter of Transmittal and Shares; Guaranteed Delivery Procedure.  You should use this Letter of Transmittal only if you are (a) forwarding certificates with this Letter of Transmittal (b) going to deliver certificates under a notice of guaranteed delivery previously sent to the Depositary or (c) causing the Shares to be delivered by book-entry transfer pursuant to the procedures set forth in Section 3 of the Offer to Purchase. In order for you to validly tender Shares, certificates for all physically delivered Shares, or a confirmation of a book-entry transfer of all Shares delivered electronically into the Depositary’s account at the Book-Entry Transfer Facility, as well as a properly completed and duly executed Letter of Transmittal or an Agent’s Message (as defined below) in connection with book-entry transfer and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the front page of this Letter of Transmittal by the Expiration Date (as defined in the Offer to Purchase).

Agent’s Message.  The term “Agent’s Message” means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary, which states that the Book-Entry Transfer Facility has received an acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and Agilysys may enforce such agreement against that participant.

Guaranteed Delivery.  If you cannot deliver your Shares and all other required documents to the Depositary by the Expiration Date or the procedure for book-entry transfer cannot be completed on a timely basis, you may tender your Shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure:

(a) such tender must be made by or through an Eligible Institution;

(b) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by Agilysys must be received by the Depositary by the Expiration Date, specifying the price at which Shares are being tendered, including (where required) a signature guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery; and

(c) the certificates for all physically delivered Shares, or a confirmation of a book-entry transfer of all Shares delivered electronically into the Depositary’s account at the Book-Entry Transfer Facility, together with a properly completed and duly executed Letter of Transmittal with any required signature guarantees or an Agent’s Message and any other documents required by this Letter of Transmittal, must be received by the Depositary within three NASDAQ Stock Market trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase.

The method of delivery of all documents, including share certificates, is at your option and risk. If you choose to deliver the documents by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

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Except as specifically permitted by Section 6 of the Offer to Purchase, Agilysys will not accept any alternative, conditional or contingent tenders, and no fractional Shares will be purchased. By executing this Letter of Transmittal, you waive any right to receive any notice of the acceptance for payment of the Shares.

3.  Inadequate Space.  If the space provided in the box captioned “Description of Shares Tendered” is inadequate, then you should list the certificate numbers and/or the number of Shares on a separate signed schedule attached hereto.

4.  Partial Tenders.  (Not applicable to shareholders who tender by book-entry transfer). If you wish to tender (offer to sell) fewer than all of the Shares represented by any certificate(s) that you deliver to the Depositary, fill in the number of Shares which are to be tendered in the column “Number of Shares Tendered” in the section entitled Description of Shares Tendered. In this case, if Agilysys purchases some but not all of the Shares you tender, Agilysys will issue you a new certificate for the remainder of the Shares represented by the old certificate which will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as promptly as practicable after the expiration or termination of the Tender Offer. Unless you indicate otherwise, all Shares represented by certificate(s) listed and delivered to the Depositary will be deemed to have been tendered. In the case of Shares tendered by book-entry transfer at the Book-Entry Transfer Facility, the Shares will be credited to the appropriate account maintained by the tendering shareholder at the Book-Entry Transfer Facility. In each case, Shares will be returned or credited without expense to the shareholder.

5.  Indication of Price at Which Shares Are Being Tendered.  In order to validly tender by this Letter of Transmittal, you must either:

(a) check the box under “Shares Tendered at Price Determined Pursuant to the Tender Offer” in order to maximize the chance of having Agilysys purchase all of the Shares that you tender (subject to the possibility of proration) OR

(b) check the box indicating the price per Share at which you are tendering Shares, under “Shares Tendered at Price Determined by Shareholder.”

By checking the box under “Shares Tendered at Price Determined Pursuant to the Tender Offer” you agree to accept the Purchase Price resulting from the Tender Offer process, which may be as low as $16.25 or as high as $18.50 per Share. By checking a box under “Shares Tendered at Price Determined by Shareholder,” you acknowledge that doing so could result in none of the Shares being purchased if the Purchase Price for the Shares is less than the price that you checked.

YOU MAY CHECK ONLY ONE BOX. If you check more than one box or no boxes, then you will not be deemed to have validly tendered your Shares. If you wish to tender portions of your share holdings at different prices, you must complete a separate Letter of Transmittal for each price at which you wish to tender each such portion of your Shares. You cannot tender the same Shares at more than one price (unless you previously tendered and withdrew those Shares, as provided in Section 4 of the Offer to Purchase).

6.  Odd Lots.  As described in Section 1 of the Offer to Purchase, if Agilysys purchases less than all Shares tendered and not withdrawn before the Expiration Date, the Shares purchased first will consist of all Shares tendered by any shareholder who owns, beneficially or of record, an aggregate of fewer than 100 Shares and who tenders all of such Shares at or below the purchase price. Even if you otherwise qualify for such “odd lot” preferential treatment, you will not receive such preferential treatment unless you complete the box captioned “Odd Lots.”

7.  Order of Purchase in Event of Proration.  Shareholders may specify the order in which their Shares are to be purchased in the event that as a result of the proration provisions or otherwise, some but not all of the tendered Shares are purchased in the Tender Offer. The order of purchase may have an effect on the U.S. federal income tax treatment of the purchase for the Shares purchased. See Section 1 and Section 14 of the Offer to Purchase.

8.  Signatures on Letter of Transmittal; Stock Powers and Endorsements.

(a) Exact Signatures.  If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever.

(b) Joint Holders.  If any of the Shares tendered hereby are held of record by two or more persons, ALL such persons must sign this Letter of Transmittal.

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(c) Different Names on Certificates.  If any of the Shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

(d) Endorsements.  If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of certificate(s) or separate stock powers are required unless payment of the Purchase Price is to be made, or Shares not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signature(s) on any such certificate(s) or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby or if payment is to be made to a person other than the registered holder(s), certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s) for such Shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1.

If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Depositary of the authority of such person so to act must be submitted.

9.  Stock Transfer Taxes.  Except as provided in this Instruction 9, Agilysys will pay any stock transfer taxes with respect to the sale and transfer of any Shares to it or its order pursuant to the Tender Offer. If, however, payment of the purchase price is to be made to, or Shares not tendered or not purchased are to be returned in the name of, any person other than the registered holder(s), or tendered Shares are registered in the name of a person other than the name of the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) payable on account of the transfer to such person will be deducted from the purchase price by the Depositary, unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.

10.  Special Payment and Delivery Instructions.  If the check for the purchase price of any Shares purchased is to be issued and any Shares not tendered or not purchased are to be returned, in the name of a person other than the person(s) signing this Letter of Transmittal or if the check and any certificates for Shares not tendered or not purchased are to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address other than that shown above, the boxes captioned “Special Delivery Instructions” and/or “Special Payment Instructions” on this Letter of Transmittal should be completed.

11.  U.S. Federal Income Tax Withholding.  Under the U.S. federal income tax law, the Depositary will be required to withhold 28% of the amount of any payments made to certain shareholders or other payees pursuant to the Tender Offer. In order to avoid such backup withholding, each tendering shareholder that is a U.S. person (including a U.S. resident alien) must provide the Depositary with such shareholder’s correct taxpayer identification number by completing the Substitute Form W-9 set forth below.

In general, if a shareholder is an individual, the taxpayer identification number is the social security number of such individual. If the Depositary is not provided with the correct taxpayer identification number, the shareholder may be subject to a $50 penalty imposed by the Internal Revenue Service and payments that are made to such shareholder pursuant to the Tender Offer may be subject to backup withholding. Certain shareholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements (but may be subject to other tax withholding requirements described below). In order to satisfy the Depositary that a foreign individual qualifies as an exempt recipient, such shareholder must submit an IRS Form W-8, signed under penalties of perjury, attesting to that individual’s exempt status. Such form can be obtained from the Depositary.

For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if Shares are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

Failure to complete the Substitute Form W-9 will not, by itself, cause Shares to be deemed invalidly tendered, but may require the Depositary to withhold 28% of the amount of any payments made pursuant to the Tender Offer. Backup withholding

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is not an additional U.S. federal income tax. Rather, the U.S. federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

NOTE:  FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE TENDER OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

As more fully described in Section 14 of the Offer to Purchase under the caption “United States Federal Income Tax Consequences,” U.S. federal income tax at a rate of 30% may be withheld from gross proceeds paid to a non-U.S. shareholder or his agent. Please refer to Section 14 of the Offer to Purchase under the caption “United States Federal Income Tax Consequences” for a description of when a non-U.S. Shareholder is subject to withholding.

In order to obtain a reduced rate of withholding or exemption from withholding under a tax treaty, a non-U.S. shareholder must deliver to the Depositary, before the payment, a properly completed and executed statement claiming such an exemption or reduction. Such statements can be obtained from the Depositary. In order to claim an exemption from withholding on the grounds that gross proceeds paid pursuant to the Tender Offer are effectively connected with the conduct of a trade or business within the United States, a non-U.S. shareholder must deliver to the Depositary a properly executed statement claiming such an exemption. Such statements can be obtained from the Depositary. Non-U.S. shareholders are urged to consult their own tax advisors regarding the application of U.S. federal income tax withholding, including eligibility for a withholding tax reduction or exemption and the refund procedure.

12.  Irregularities.  All questions as to purchase price, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Agilysys in its sole discretion, which determinations shall be final and binding on all parties. Agilysys reserves the absolute right to reject any or all tenders of Shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of Agilysys counsel, be unlawful. Agilysys also reserves the absolute right to waive any of the conditions of the Tender Offer and any defect or irregularity in the tender of any particular Shares, and Agilysys’ interpretation of the terms of the Tender Offer (including these instructions) will be final and binding on all parties. No tender of Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as Agilysys shall determine. None of Agilysys, the Dealer Manager, the Depositary, the Information Agent (as the foregoing are defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

13.  Requests for Assistance or Additional Copies.  Questions and requests for assistance regarding the Tender Offer to Purchase and this Letter of Transmittal should be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below. Requests for additional copies of the Offer to Purchase and this Letter of Transmittal should be directed to the Information Agent.

14.  Equity Compensation Plans.  If you hold vested options in any of the Stock Option Plans (as defined in the Offer to Purchase), then you must exercise such vested options in accordance with the terms and conditions of the applicable Stock Option Plan, and you may then tender the Shares received from such exercise by following the instructions set forth in the Offer to Purchase and this Letter of Transmittal. Holders of vested and unexercised options who wish to exercise vested options and tender Shares issued upon such exercise in the Tender Offer should allow for appropriate time for processing of such exercise in accordance with the terms and conditions of the applicable stock option plan prior to the expiration of the Tender Offer. An exercise of an option cannot be revoked for any reason even if Shares received upon the exercise thereof and tendered in the Tender Offer are not purchased in the Tender Offer.

15.  Lost, Stolen, Destroyed or Mutilated Certificates.  If your certificate or certificates for part or all of your Shares have been lost, stolen, destroyed or mutilated, you should call the Depositary, as Transfer Agent, at (800) 622-6757 regarding the requirements for replacement at the address set forth on the cover page of this Letter of Transmittal. You may be required to post a bond to secure against the risk that the certificate may be subsequently recirculated. You are urged to contact the Transfer Agent immediately in order to receive further instructions, for a determination as to whether you will need to post a bond and to permit timely processing of this documentation. We cannot process this Letter of Transmittal and related documents until you have followed the procedures for replacing lost, stolen, destroyed or mutilated certificates.

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16.  Conditional Tenders.  As described in Sections 1 and 6 of the Offer to Purchase, shareholders may condition their tenders on all or a minimum number of their tendered Shares being purchased. If you wish to make a conditional tender you must indicate this in the box captioned “Conditional Tender” in this Letter of Transmittal or, if applicable, the Notice of Guaranteed Delivery. In the box in this Letter of Transmittal or the Notice of Guaranteed Delivery, you must calculate and appropriately indicate the minimum number of Shares that must be purchased if any are to be purchased.

As discussed in Sections 1 and 6 of the Offer to Purchase, proration may affect whether Agilysys accepts conditional tenders and may result in Shares tendered pursuant to a conditional tender being deemed withdrawn if the minimum number of Shares would not be purchased. If, because of proration, the minimum number of Shares that you designate will not be purchased, Agilysys may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all your Shares and check the box so indicating. Upon selection by random lot, if any, Agilysys will limit its purchase in each case to the designated minimum number of Shares to be purchased.

All tendered Shares will be deemed unconditionally tendered unless the “Conditional Tender” box is completed. If you are an “odd lot” holder and you tender all of your Shares, you cannot conditionally tender since your Shares will not be subject to proration. Each shareholder is urged to consult his or her own tax advisor.

This Letter of Transmittal, properly completed and duly executed, together with certificates representing Shares being tendered (or confirmation of book-entry transfer) and all other required documents, must be received before 5:00 p.m., Eastern Standard Time, on the Expiration Date, or the tendering shareholder must comply with the procedures for guaranteed delivery.

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THIS FORM MUST BE COMPLETED BY ALL TENDERING U.S. HOLDERS

See Sections 3 and 14 in the Offer to Purchase, Instruction 11 in this Letter of Transmittal and the enclosed
Guidelines for Certification of Taxpayer Identification Number on this Substitute Form W-9

WARNING: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO THE SHAREHOLDER

TAXPAYER’S NAME: ­ ­
SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number and Certification	Part 1 —Taxpayer Identification Number — PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER (“TIN”) IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. If you do not have a TIN, see the enclosed Guidelines for information on obtaining a number. If you are awaiting (or will soon apply for) a TIN, check the box in Part 2.  Part 2 — Awaiting TIN o   Exempt o	Social Security Number           -     -     OR Employer Identification Number           -
	Part 3 — Certification — Under penalties of perjury, I certify that:
	(1) I am a U.S. person (including a U.S. resident alien);
	(2) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
	(3) I am not subject to backup withholding because:
	(a) I am exempt from backup withholding,
	(b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or
	(c) the IRS has notified me that I am no longer subject to backup withholding.
	The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
	Certification Instructions — You must cross out item (3) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest or dividends on your tax return and you have not been notified by the IRS that you are no longer subject to backup withholding.
	Signature of U.S. Person: ­ ­  Date: ____________
	Name: ­ ­
	Address: ­ ­
	City: ­ ­ State: _______  Zip: ____________

YOU MUST COMPLETE THE FOLLOWING ADDITIONAL CERTIFICATION IF YOU ARE
AWAITING (OR WILL SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.

CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and that I mailed or delivered, or intend to mail or deliver in the near future, an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office. I understand that 28% of all reportable payments made to me will be withheld if I do not timely provide a correct taxpayer identification number.

Signature: ­ ­   Date: ­ ­

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER TAXPAYER IDENTIFICATION NUMBER TO PROVIDE TO THE PAYER — Social security numbers have nine digits separated by two hyphens (i.e., 000-00-0000). Employer Identification Numbers have nine digits separated by one hyphen (i.e., 00-0000000). The table below will help you determine the number to give the tax payer.

		Give the
		SOCIAL SECURITY
For this type of account:		number of —
1.	An individual’s account	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or single-member limited liability company (“LLC”) that is disregarded as separate from its member	The owner(3)

		Give the
		EMPLOYER
		IDENTIFICATION
For this type of account:		number of —
6.	Sole proprietorship or single-member LLC that is disregarded as separate from its owner	The owner(3)
7.	Partnership or multiple member LLC that has not elected to be taxed as a corporation	The partnership or LLC
8.	Corporation or LLC that has elected to be taxed as a corporation on Form 8832	The corporation or LLC
9.	A broker or registered nominee	The broker or nominee
10.	A valid trust, estate or pension trust	The legal entity(4)
11.	Association, club, religious, charitable, educational organization or other tax-exempt organization	The organization
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or employer identification number (if you have one).
(4)	List first and circle the name of the legal entity, either a trust, estate, or pension trust. Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.

If no name is circled when there is more than one name, the number will be considered that of the first name listed.

 

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
Page 2

Obtaining a Number

If you do not have a taxpayer identification number (“TIN”) or if you do not know your number, obtain Form SS-5 (Application for Social Security Card), form W-7 (application for TIN) or Form SS-4 (Application for Employer Identification Number) at the local office of the Social Security Administration or the Internal Revenue Service (the “IRS”) and apply for a number. In addition, you must check the box marked “Awaiting TIN” in Part 2 of Substitute Form W-9 and sign and date the “Certification of Awaiting Taxpayer Identification Number” at the bottom of the form. If you do not timely provide a TIN, a portion of all reportable payments made to you will be withheld.

Section references in these guidelines refer to sections under the U.S. Internal Revenue Code of 1986, as amended.

Payees specifically exempted from backup withholding include:

•  An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7) if the account satisfies the requirements of Section 401(f)(2),

•  The United States, a state thereof, the District of Columbia or a possession of the United States, or a political subdivision or agency or instrumentality of any the foregoing,

•  An international organization or any agency or instrumentality thereof, and

•  A foreign government or any political subdivision, agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

•  A corporation,

•  A financial institution,

•  A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

•  A real estate investment trust,

•  A common trust fund operated by a bank under Section 584(a),

•  An entity registered at all times during the tax year under the Investment Company Act of 1940, as amended,

•  A middleman known in the investment community as a nominee or custodian,

•  A futures commission merchant registered with the Commodity Futures Trading Commission,

•  A foreign central bank of issue, and

•  A trust exempt from tax under Section 664 or a non-exempt trust described in Section 4947.

Payments of dividends and patronage dividends not generally subject to backup withholding include:

•  Payments to nonresident aliens subject to withholding under Section 1441,

•  Payments to partnerships not engaged in a trade or business in the U.S. and that have at least one nonresident alien partner,

•  Payments of patronage dividends where the amount received is not paid in money,

•  Payments made by certain foreign organizations, and

•  Section 404(k) payments made by an ESOP.

EXEMPT PAYEES DESCRIBED ABOVE SHOULD COMPLETE AND RETURN SUBSTITUTE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. Exempt payees should furnish their TIN, check the box labeled “Exempt” in Part 2 and sign and date the form. If you are a non-U.S. person, you must submit the appropriate IRS Form W-8 signed under penalty of perjury attesting to non-U.S. status. Such forms may be obtained from the Depositary or at www.irs.gov.

Privacy Act Notice. — Section 6109 requires most recipients of dividend, interest or certain other income to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of tax returns. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states and the District of Columbia to carryout their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal non-tax criminal laws and to combat terrorism. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold a portion of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Penalty for Failure to Furnish TIN. — If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding. — If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information. — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

(4) Misuse of TINs. — If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION
CONTACT YOUR TAX ADVISOR
OR THE IRS.

The Information Agent for the Tender Offer is:

17 State Street, 10th Floor

New York, New York 10004

Banks and Brokerage Firms please call: (212) 440-9800

Call Toll-Free: (866) 909-6471

The Dealer Manager for the Tender Offer is:

277 Park Avenue, 9th Floor

New York, New York 10172

Call Collect: (212) 622-2922

Call Toll-Free: (877) 371-5947

EX-99.A.1.III

Exhibit (a)(1)(iii)

Notice of Guaranteed Delivery

(Not to be used for Signature Guarantee)

for

Up to 6,000,000 Common Shares (including the Associated Common Share
Purchase Rights) at a Purchase Price Not Greater Than $18.50 nor
Less Than $16.25 Per Common Share

of

AGILYSYS, INC.

THE TENDER OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., EASTERN TIME, ON SEPTEMBER 19, 2007, UNLESS THE
TENDER OFFER IS EXTENDED.

As set forth in Section 3 of the Offer to Purchase (as defined below) this form must be used to accept the Tender Offer (as defined below) if: (1) certificates for your common shares, without par value (the “Shares”), are not immediately available or you cannot deliver certificates representing the Shares, (2) the procedures for book-entry transfer cannot be completed on a timely basis, or (3) time will not permit all required documents to reach National City Bank (the “Depositary”), prior to the Expiration Time (as defined in Section 1 of the Offer to Purchase). This form may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary. See Section 3 of the Offer to Purchase.

The Depositary for the Tender Offer is:

National City Bank

If delivering by mail:	If delivering by facsimile:	If delivering by hand or courier:
National City Bank, Depositary Corporate Actions Processing Center P.O. Box 859208 161 Bay State Drive Braintree, Massachusetts 02185-9208	(781) 380-3388	National City Bank, Depositary Corporate Actions Processing Center 161 Bay State Drive Braintree, Massachusetts 02184

Delivery of this Notice of Guaranteed Delivery to an address, or transmission of instructions via a facsimile number, other than as set forth above will not constitute a valid delivery. For this Notice to be validly delivered, it must be received by the Depositary at one of the above addresses before the expiration of the Tender Offer. Deliveries to Agilysys, Inc., the Dealer Manager, the Information Agent or the book-entry transfer facility (as defined in Section 3 of the Offer to Purchase) will not be forwarded to the Depositary and will not constitute a valid delivery.

This Notice is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an eligible institution under the instructions in the Letter of Transmittal, the signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to Agilysys, Inc., an Ohio corporation (the “Company”), at the price per Share indicated in this Notice of Guaranteed Delivery net to the seller in cash, without interest, on the terms and subject to the conditions set forth in the Offer to Purchase, dated August 21, 2007 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Tender Offer”), receipt of which is hereby acknowledged, the number of Shares set forth below, all pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Unless the context otherwise requires, all references to the “Shares” shall refer to the Shares, as well as all associated common share purchase rights issued pursuant to the Rights Agreement, dated as of April 27, 1999, by and between the Company and National City Bank.

Number of Shares to be tendered:        Shares.

THE UNDERSIGNED IS TENDERING SHARES AS FOLLOWS (CHECK ONLY ONE BOX):

(1)   SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER (SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL)

By checking ONE of the following boxes below INSTEAD OF THE BOX UNDER “Shares Tendered at Price Determined Pursuant to the Tender Offer,” the undersigned hereby tenders Shares at the price checked. This action could result in none of the Shares being purchased if the purchase price determined by the Company for the Shares is less than the price checked below. A SHAREHOLDER WHO DESIRES TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE NOTICE OF GUARANTEED DELIVERY AND/OR LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES ARE TENDERED.

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED

o $16.25	o $17.25	o $18.25
o $16.50	o $17.50	o $18.50
o $16.75	o $17.75
o $17.00	o $18.00

You will not have validly tendered your Shares unless you check one and only one box on this page.

OR

(2)   SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER (SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL)

By checking the box below INSTEAD OF ONE OF THE BOXES UNDER “Shares Tendered at Price Determined by Shareholder,” the undersigned hereby tenders Shares at the purchase price, as the same shall be determined by the Company in accordance with the terms of the Tender Offer. For purposes of determining the purchase price, those Shares that are tendered by the undersigned agreeing to accept the purchase price determined in the Tender Offer will be deemed to be tendered at the minimum price.

o  The undersigned wants to maximize the chance of having the Company purchase all of the Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes above, the undersigned hereby tenders Shares at, and is willing to accept, the purchase price determined by the Company in accordance with the terms of the Tender Offer. THIS ACTION COULD LOWER THE PURCHASE PRICE AND COULD RESULT IN RECEIVING THE MINIMUM PRICE OF $16.25 PER SHARE.

CHECK ONLY ONE BOX ABOVE.  IF MORE THAN ONE BOX IS CHECKED ABOVE, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.

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ODD LOTS

(See Instruction 6 of the Letter of Transmittal)

To be completed only if Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 Shares. The undersigned either (check one box):

o  is the beneficial or record owner of fewer than 100 Shares in the aggregate, all of which are being tendered; OR

o  is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), Shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of fewer than 100 Shares in the aggregate and is tendering all of the Shares.

In addition, the undersigned is tendering Shares either (check one box):

o  at the price per Share indicated above in the section captioned “Price (In Dollars) Per Share At Which Shares Are Being Tendered”; or

o  at the purchase price, as the same will be determined by the Company in accordance with the terms of the Tender Offer (persons checking this box need not indicate the price per Share above).

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CONDITIONAL TENDER

(See Instruction 16 of the Letter of Transmittal)

A tendering shareholder may condition such shareholder’s tender of Shares upon the Company purchasing a specified minimum number of the Shares tendered, all as described in Section 16 of the Offer to Purchase. Unless at least the minimum number of Shares you indicate below is purchased by the Company pursuant to the terms of the Tender Offer, none of the Shares tendered by you will be purchased. It is the tendering shareholder’s responsibility to calculate the minimum number of Shares that must be purchased if any are purchased, and each shareholder is urged to consult his or her own tax advisor before completing this section. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional.

o  The minimum number of Shares that must be purchased from me, if any are purchased from me, is:                      Shares.

If, because of proration, the minimum number of Shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of such shareholder’s Shares and checked this box:

o  The tendered Shares represent all Shares held by the undersigned.

SHAREHOLDERS COMPLETE AND SIGN BELOW

Certificate Nos. (if available): 

Name(s) of Record Holder(s): 

(Please Type or Print)

Address(es): 

Zip Code: 

Daytime Area Code and Telephone Number: 

Signature(s): 

Dated: 

If Shares will be tendered by book-entry transfer, check this box o and provide the following information:

Name of Tendering Institution: 

Account Number at Book-Entry Transfer Facility: 

THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED.

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GUARANTEE (Not To Be Used For Signature Guarantee)

The undersigned, a firm that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program, the National Association of Securities Dealers Automated Quotations system Medallion Signature Program or the Stock Exchange Medallion Program, or is otherwise an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby guarantees (1) that the above named person(s) “own(s)” the Shares tendered hereby within the meaning of Rule 14e-4 under the Exchange Act, (2) that such tender of Shares complies with Rule 14e-4 under the Exchange Act and (3) to deliver to the Depositary either the certificates representing the Shares tendered hereby, in proper form for transfer, or a book-entry confirmation (as defined in the Offer to Purchase) with respect to such Shares, in any such case together with a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), with any required signature guarantees, or an agent’s message (as defined in the Offer to Purchase) in the case of a book-entry transfer, and any other required documents, within three trading days after the date hereof.

The eligible institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in financial loss to such eligible institution.

Name of Firm: 

Authorized Signature: 

Name: 

(Please Type or Print)

Title: 

Address: 

Zip Code: 

Area Code and Telephone Number: 

Dated: 

Note: Do not send certificates for Shares with this Notice.

Certificates for Shares should be sent with your Letter of Transmittal.

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EX-99.A.1.IV

Exhibit (a)(1)(iv)

Offer to Purchase for Cash

by

AGILYSYS, INC.

of

Up to 6,000,000 of its Common Shares

at a Purchase Price Not Greater Than $18.50

nor Less Than $16.25 Per Common Share

THE TENDER OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON SEPTEMBER 19, 2007 UNLESS THE TENDER OFFER IS EXTENDED.

August 21, 2007

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

Enclosed for your consideration is an Offer to Purchase dated August 21, 2007 (the “Offer to Purchase”) relating to an offer by Agilysys, Inc. an Ohio corporation (the “Company”), to purchase for cash up to 6,000,000 of its common shares, without par value (the “Shares”), at a price not greater than $18.50 nor less than $16.25 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase and the related Letter of Transmittal (the “Letter of Transmittal”) (which together, as they may be amended and supplemented from time to time, constitute the “Tender Offer”). Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee. Unless the context requires otherwise, all references to “Shares” shall include all the associated common share purchase rights issued pursuant to the Rights Agreement, dated as of April 27, 1999, by and between the Company and National City Bank.

On the terms and subject to the conditions of the Tender Offer, the Company will determine a single per Share price, not greater than $18.50 nor less than $16.25 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, that it will pay for Shares properly tendered and not properly withdrawn in the Tender Offer, taking into account the total number of Shares tendered and the prices specified by tendering shareholders. After the Tender Offer expires, the Company will look at the prices chosen by shareholders for all of the Shares properly tendered. The Company will then select the lowest purchase price (in multiples of $0.25 above $16.25) within the price range specified above that will allow it to purchase 6,000,000 Shares. If fewer than 6,000,000 Shares are properly tendered and not properly withdrawn, the Company will select the lowest price that will allow it to purchase all the Shares that are properly tendered and not properly withdrawn. The Company will purchase all Shares properly tendered before the Expiration Time (as defined in the Offer to Purchase) at or below the purchase price and not properly withdrawn at the purchase price determined in the Tender Offer, net to the seller in cash, less any applicable withholding tax and without interest, on the terms and subject to the conditions of the Tender Offer, including its proration, “odd lot” priority, and conditional tender provisions. All Shares acquired in the Tender Offer will be acquired at the same purchase price. The Company reserves the right, in its sole discretion, to purchase more than 6,000,000 Shares in the Tender Offer, subject to applicable law. The Company may purchase up to an additional 2% of its outstanding Shares in the Tender Offer without having to amend or extend the expiration date. The Company will return Shares tendered at prices greater than the purchase price and Shares not purchased because of proration provisions or conditional tenders to the tendering shareholders at the Company’s expense promptly after the Tender Offer expires. See Sections 1 and 3 of the Offer to Purchase.

If the number of Shares properly tendered at or below the purchase price determined in the Tender Offer and not properly withdrawn prior to the Expiration Time is less than or equal to 6,000,000 Shares, or such greater number of Shares as the Company may elect to accept for payment, the Company will, subject to applicable law and upon the terms and subject to the conditions of the Tender Offer, purchase all Shares so tendered at the purchase price the Company determines.

On the terms and subject to the conditions of the Tender Offer, if more than 6,000,000 Shares (or such greater number of Shares as the Company may elect to accept for payment, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn prior to the Expiration Time, the Company will purchase Shares: first, from all holders who own beneficially or of record, fewer than 100 Shares in the aggregate (an “Odd Lot Holder”) and who properly tender all of their Shares at or below the purchase price selected by the Company and who do not properly withdraw them before the Expiration Time; second, from all other shareholders who properly tender Shares at or below the purchase price selected by the Company and who do not properly withdraw them before the Expiration Time, on a pro rata basis (except for shareholders who tendered Shares conditionally for which the condition was not satisfied); and third, only if necessary to permit the Company to purchase 6,000,000 Shares (or any such greater number of Shares as the Company may elect to accept for payment, subject to applicable law), from holders who have tendered Shares conditionally at or below the purchase price determined in the Tender Offer (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have tendered all of their Shares. See Sections 1, 3 and 6 of the Offer to Purchase.

Enclosed with this letter are copies of the following documents:

1. Offer to Purchase, dated August 21, 2007;

2. Letter of Transmittal, for your use in accepting the Tender Offer and your clients information to tender Shares, including the Substitute Form W-9;

3. Notice of Guaranteed Delivery with respect to Shares, to be used to accept the Tender Offer in the event you are unable to deliver the Share certificates, together with all other required documents, to National City Bank, (the “Depositary”) and before the Expiration Time (as defined in the Offer to Purchase), or if the procedure for book-entry transfer cannot be completed before the Expiration Time;

4. Letter to Shareholders of Agilysys, dated August 21, 2007 from the Chief Executive Officer of Agilysys;

5. Letter to Clients, for you to send to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, along with an Instruction Form provided for obtaining such client’s instructions with regard to the Tender Offer; and

6. Return envelope addressed to the Depositary.

Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of Shares by causing the book-entry transfer facility to transfer those Shares into the Depositary’s account in accordance with the book-entry transfer facility’s procedures for that transfer. If the guaranteed delivery option is used to accept the Tender Offer, a Notice of Guaranteed Delivery must be delivered to the Depositary by hand, overnight courier, facsimile transmission or mail before the Expiration Time and must include a guarantee by an eligible institution in the form set forth in the Notice of Guaranteed Delivery.

The Tender Offer is not conditioned on any minimum number of Shares being tendered, however, certain conditions to the Tender Offer are described in Section 7 of the Offer to Purchase.

We urge you to contact your clients promptly.  Please note that the Tender Offer, proration period, and withdrawal rights will expire at 5:00 p.m., Eastern Time, on September 19, 2007, unless the Tender Offer is extended.

Under certain circumstances set forth in the Offer to Purchase, the Company may terminate or amend the Tender Offer or may postpone the acceptance of payment of, or the payment for, Shares tendered or may accept for payment fewer than all of the Shares tendered. In addition, subject to applicable law, the Company has expressly reserved the right, in its sole discretion, to amend the Tender Offer in any respect, including by decreasing or increasing the consideration offered in the Tender Offer or by decreasing or increasing the number of Shares sought in the Tender Offer.

Under no circumstances will interest be paid on the purchase price of the Shares regardless of any extension of, or amendment to, the Tender Offer or any delay in paying for such Shares.

The Company will not pay any fees or commissions to any broker or dealer or other person (other than the Dealer Managers, Information Agent and the Depositary, as described in the Offer to Purchase) in connection with the solicitation of tenders of Shares pursuant to the Tender Offer. However, the Company will, on request, reimburse you for customary mailing

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and handling expenses incurred by you in forwarding copies of the enclosed Tender Offer materials to your clients. The Company will pay or cause to be paid any Share transfer taxes applicable to its purchase of Shares pursuant to the Tender Offer, except as otherwise provided in the Offer to Purchase and Letter of Transmittal. Questions may be directed to J.P. Morgan Securities Inc., the Dealer Manager for the Tender Offer, or Georgeson Inc., the Information Agent for the Tender Offer, at their respective addresses and telephone numbers listed on the back cover of the Offer to Purchase.

Neither Agilysys nor its Board of Directors makes any recommendation to any shareholder as to whether to tender or refrain from tendering all or any Shares or as to the price at which to tender. Holders of Shares must make their own decision as to whether to tender Shares, and if so, how many Shares to tender and at which prices.

Very truly yours,

Agilysys, Inc.

Enclosures

Nothing contained in this letter or in the enclosed documents shall render you or any other person the agent of the Company, the Depositary, the Dealer Manager, the Information Agent, the Trustee for any Agilysys employee plan or any affiliate of any of them, or authorize you or any other person to give any information or use any document or make any statement on behalf of any of them with respect to the Tender Offer other than the enclosed documents and the statements contained therein.

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EX-99.A.1.V

Exhibit (a)(1)(v)

Offer to Purchase for Cash

by

AGILYSYS, INC.

of

Up to 6,000,000 of its Common Shares

at a Purchase Price Not Greater Than $18.50

nor Less Than $16.25

Per Common Share

THE TENDER OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL

EXPIRE AT 5:00 P.M., EASTERN TIME, ON SEPTEMBER 19, 2007, UNLESS
THE TENDER OFFER IS EXTENDED.

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated August 21, 2007 (the “Offer to Purchase”), and the related Letter of Transmittal, in connection with the offer by Agilysys, Inc., an Ohio corporation (the “Company”), to purchase for cash up to 6,000,000 of its common shares, without par value (the “Shares”), at a price not greater than $18.50 nor less than $16.25 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase and the related Letter of Transmittal (the “Letter of Transmittal”) (which together, as they may be amended and supplemented from time to time, constitute the “Tender Offer”). Unless the context requires otherwise, all references to “Shares” shall include all the associated common share purchase rights issued pursuant to the Rights Agreement, dated as of April 27, 1999, by and between the Company and National City Bank.

On the terms and subject to the conditions of the Tender Offer, the Company will determine a single per Share price, not greater than $18.50 nor less than $16.25 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, that it will pay for Shares properly tendered and not properly withdrawn in the Tender Offer, taking into account the total number of Shares tendered and the prices specified by tendering shareholders. After the Tender Offer expires, the Company will look at the prices chosen by shareholders for all of the Shares properly tendered. The Company will then select the lowest purchase price (in multiples of $0.25 above $16.25) within the price range specified above that will allow it to purchase 6,000,000 Shares. If fewer than 6,000,000 Shares are properly tendered and not properly withdrawn, the Company will select the lowest price that will allow it to purchase all the Shares that are properly tendered and not properly withdrawn. The Company will purchase all Shares properly tendered before the Expiration Time (as defined in the Offer to Purchase) at or below the purchase price and not properly withdrawn at the purchase price determined in the Tender Offer, net to the seller in cash, less any applicable withholding tax and without interest, on the terms and subject to the conditions of the Tender Offer, including its proration, “odd lot” priority, and conditional tender provisions. All Shares acquired in the Tender Offer will be acquired at the same purchase price. The Company reserves the right, in its sole discretion, to purchase more than 6,000,000 Shares in the Tender Offer, subject to applicable law. The Company may purchase up to an additional 2% of its outstanding Shares in the Tender Offer without having to amend or extend the expiration date. The Company will return Shares tendered at prices greater than the purchase price and Shares not purchased because of proration provisions or conditional tenders to the tendering shareholders at the Company’s expense promptly after the Tender Offer expires. See Sections 1 and 3 of the Offer to Purchase.

If the number of Shares properly tendered at or below the purchase price determined in the Tender Offer and not properly withdrawn prior to the Expiration Time is less than or equal to 6,000,000 Shares, or such greater number of Shares as the Company may elect to accept for payment, the Company will, subject to applicable law and upon the terms and subject to the conditions of the Tender Offer, purchase all Shares so tendered at the purchase price the Company determines.

On the terms and subject to the conditions of the Tender Offer, if more than 6,000,000 Shares (or such greater number of Shares as the Company may elect to accept for payment, subject to applicable law) are properly tendered at or below the

purchase price and not properly withdrawn prior to the Expiration Time, the Company will purchase Shares: first, from all holders who own beneficially or of record, fewer than 100 Shares in the aggregate (an “Odd Lot Holder”) and who properly tender all of their Shares at or below the purchase price selected by the Company and who do not properly withdraw them before the Expiration Time; second, from all other shareholders who properly tender Shares at or below the purchase price selected by the Company and who do not properly withdraw them before the Expiration Time, on a pro rata basis (except for shareholders who tendered Shares conditionally for which the condition was not satisfied); and third, only if necessary to permit the Company to purchase 6,000,000 Shares (or any such greater number of Shares as the Company may elect to accept for payment, subject to applicable law), from holders who have tendered Shares conditionally at or below the purchase price determined in the Tender Offer (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have tendered all of their Shares. See Sections 1, 3 and 6 of the Offer to Purchase.

We are the owner of record of Shares held for your account. As such, we are the only ones who can tender your Shares, and then only pursuant to your instructions. We are sending you the Letter of Transmittal for your information only; you cannot use it to tender Shares we hold for your account.

Please instruct us as to whether you wish us to tender any or all of the Shares we hold for your account on the terms and subject to the conditions of the Tender Offer by completing and signing the Instruction Form enclosed herein.

Please carefully note the following:

1. You may tender your Shares at prices not greater than $18.50 nor less than $16.25 per Share, as indicated in the attached Instruction Form, net to you in cash, less any applicable withholding taxes and without interest.

2. You should consult with your broker or other financial or tax advisor on the possibility of designating the priority in which your Shares will be purchased in the event of proration.

3. The Tender Offer is not conditioned on any minimum number of Shares being tendered. The Tender Offer is, however, subject to certain conditions set forth in Section 7 of the Offer to Purchase.

4. The Tender Offer, proration period, and withdrawal rights will expire at 5:00 p.m., Eastern Time, on September 19, 2007, unless the Company extends the Tender Offer.

5. The Tender Offer is for up to 6,000,000 Shares, constituting approximately 19.1% of the total number of issued and outstanding Shares of the Company as of August 15, 2007.

6. Tendering shareholders who are registered shareholders or who tender their Shares directly to National City Bank will not be obligated to pay any brokerage commissions or (except as set forth in the Offer to Purchase and Instruction 9 to the Letter of Transmittal) stock transfer taxes on the Company’s purchase of Shares under the Tender Offer.

7. If you wish to tender portions of your Shares at different prices, you must complete a separate Instruction Form for each price at which you wish to tender each such portion of your Shares. We must submit separate Letters of Transmittal on your behalf for each price you will accept for each portion tendered.

8. If you are an Odd Lot Holder and you instruct us to tender on your behalf all of the Shares that you own at or below the purchase price before the expiration of the Tender Offer and check the box captioned “Odd Lots” on the attached Instruction Form, the Company, on the terms and subject to the conditions of the Tender Offer, will accept all such Shares for purchase before proration, if any, of the purchase of other Shares properly tendered at or below the purchase price and not properly withdrawn.

9. If you wish to condition your tender upon the purchase of all Shares tendered by you or upon the Company’s purchase of a specified minimum number of the Shares which you tender, you may elect to do so and thereby avoid possible proration of your tender. The Company’s purchase of Shares from all tenders which are so conditioned, to the extent necessary, will be determined by random lot. To elect such a condition, complete the section captioned “Conditional Tender” in the attached Instruction Form.

If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the attached Instruction Form. If you authorize us to tender your Shares, we will tender all your Shares unless you specify otherwise on the attached Instruction Form.

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Under certain circumstances set forth in the Tender Offer to Purchase, the Company may terminate or amend the Tender Offer or may postpone the acceptance of payment of, or the payment for, Shares tendered or may accept for payment fewer than all of the Shares tendered. In addition, subject to applicable law, the Company has expressly reserved the right, in its sole discretion, to amend the Tender Offer in any respect, including by decreasing or increasing the consideration offered in the Tender Offer or by decreasing or increasing the number of Shares sought in the Tender Offer.

Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit a tender on your behalf before the Expiration Time of the Tender Offer. Please note that the Tender Offer, proration period, and withdrawal rights will expire at 5:00 p.m., Eastern Time, on September 19, 2007, unless the Tender Offer is extended.

The Tender Offer is being made solely under the Offer to Purchase and the Letter of Transmittal and is being made to all record holders of Shares. The Tender Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares residing in any jurisdiction in which the making of the Tender Offer or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

The Company’s Board of Directors has approved the Tender Offer. However, neither the Company’s management nor its Board of Directors, nor the Dealer Manager, the Depositary nor the Information Agent (each defined in the Offer to Purchase) makes any recommendation to any shareholder as to whether to tender or refrain from tendering any Shares or as to the price or prices at which shareholders may choose to tender their Shares. The Company has not authorized any person to make any recommendation. You should carefully evaluate all information in the Tender Offer and should consult your own investment and tax advisors. You must decide whether to tender your Shares and, if so, how many Shares to tender and the price or prices at which you will tender them. In doing so, you should read carefully the information in the Offer to Purchase and the Letter of Transmittal.

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INSTRUCTION FORM WITH RESPECT TO

Offer to Purchase for Cash

by

AGILYSYS, INC.

of

Up to 6,000,000 of its Common Shares
at a Purchase Price Not Greater Than $18.50
nor Less Than $16.25
Per Common Share

The undersigned acknowledges receipt of your letter and the enclosed Offer to Purchase, dated August 21, 2007 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Tender Offer”), in connection with the offer by Agilysys, Inc., an Ohio corporation (the “Company”), to purchase for cash up to 6,000,000 of its common shares, without par value (the “Shares”), at a price not greater than $18.50 nor less than $16.25 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions of the Tender Offer. Unless the context requires otherwise, all references to “Shares” shall include all the associated common share purchase rights issued pursuant to the Rights Agreement, dated as of April 27, 1999, by and between the Company and National City Bank.

The undersigned hereby instructs you to tender to the Company the number of Shares indicated below or, if no number is indicated, all Shares you hold for the account of the undersigned, at the price per Share indicated below, on the terms and subject to the conditions of the Tender Offer.

In participating in the Tender Offer, the undersigned acknowledges that: (1) the Tender Offer is established voluntarily by the Company, it is discretionary in nature and it may be extended, modified, suspended or terminated by the Company as provided in the Offer to Purchase; (2) the undersigned is voluntarily participating in the Tender Offer; (3) the future value of the Company’s Shares is unknown and cannot be predicted with certainty; (4) the undersigned has received the Offer to Purchase; and (5) regardless of any action that the Company takes with respect to any or all income/capital gains tax, social security or insurance tax or other tax-related items (“Tax Items”) related to the Tender Offer and the disposition of Shares, the undersigned acknowledges that the ultimate liability for all Tax Items, with the exception of transfer taxes in the case of a U.S. shareholder, is and remains his or her sole responsibility. In that regard, the undersigned authorizes the Company to withhold all applicable Tax Items legally payable by the undersigned.

Number of Shares to be tendered by you for the account of the undersigned:            Shares*

* Unless otherwise indicated it will be assumed that all Shares held by us for your account are to be tendered.

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CHECK ONLY ONE BOX:

(1)   SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER (SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL)

By checking ONE of the following boxes below INSTEAD OF THE BOX UNDER “Shares Tendered at Price Determined Pursuant to the Tender Offer,” the undersigned hereby tenders Shares at the price checked. This action could result in none of the Shares being purchased if the purchase price determined by the Company for the Shares is less than the price checked below. A SHAREHOLDER WHO DESIRES TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE INSTRUCTION FORM FOR EACH PRICE AT WHICH SHARES ARE TENDERED. YOU CANNOT TENDER THE SAME SHARES AT MORE THAN ONE PRICE, UNLESS YOU HAVE PREVIOUSLY VALIDLY WITHDRAWN THOSE SHARES AT A DIFFERENT PRICE IN ACCORDANCE WITH SECTION 4 OF THE OFFER TO PURCHASE.

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED

o  $16.25	o  $17.25	o  $18.25
o  $16.50	o  $17.50	o  $18.50
o  $16.75	o  $17.75
o  $17.00	o  $18.00

OR

(2)   SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER (SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL)

By checking the box below INSTEAD OF ONE OF THE BOXES UNDER “Shares Tendered at Price Determined by Shareholder,” the undersigned hereby tenders Shares at the purchase price, as the same shall be determined by the Company in accordance with the terms of the Tender Offer. For purposes of determining the purchase price, those Shares that are tendered by the undersigned agreeing to accept the purchase price determined in the Tender Offer will be deemed to be tendered at the minimum price.

o  The undersigned wants to maximize the chance of having the Company purchase all of the Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes above, the undersigned hereby tenders Shares at, and is willing to accept, the purchase price determined by the Company in accordance with the terms of the Tender Offer. THE UNDERSIGNED SHOULD UNDERSTAND THAT THIS ELECTION MAY LOWER THE PURCHASE PRICE AND COULD RESULT IN THE TENDERED SHARES BEING PURCHASED AT THE MINIMUM PRICE OF $16.25 PER SHARE.

CHECK ONLY ONE BOX ABOVE.  IF MORE THAN ONE BOX IS CHECKED ABOVE, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.

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ODD LOTS

(See Instruction 6 of the Letter of Transmittal)

To be completed only if Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 Shares.

o  By checking this box, the undersigned represents that the undersigned owns, whether beneficially or of record, an aggregate of fewer than 100 Shares and is tendering all of those Shares.

In addition, the undersigned is tendering Shares either (check one box):

o  at the purchase price, as the same will be determined by the Company in accordance with the terms of the Tender Offer (persons checking this box need not indicate the price per Share above); or

o  at the price per Share indicated above in the section captioned “Price (In Dollars) per Share at Which Shares Are Being Tendered.”

CONDITIONAL TENDER

(See Instruction 16 of the Letter of Transmittal)

A tendering shareholder may condition such shareholder’s tender of Shares upon the Company purchasing a specified minimum number of the Shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of Shares you indicate below is purchased by the Company pursuant to the terms of the Tender Offer, none of the Shares tendered by you will be purchased. It is the tendering shareholder’s responsibility to calculate the minimum number of Shares that must be purchased if any are purchased, and you are urged to consult your broker or other financial or tax advisor before completing this section. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional.

o  The minimum number of Shares that must be purchased from me, if any are purchased from me, is:                     Shares.

If, because of proration, the minimum number of Shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of such shareholder’s Shares and checked this box:

o  The tendered Shares represent all Shares held by the undersigned.

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The method of delivery of this document is at the election and risk of the tendering shareholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Signature(s): ­ ­

Name(s): ­ ­

(Please Print)

Taxpayer Identification Number: ­ ­

Address(es): ­ ­

(Including Zip Code)

Area Code/Phone Number: ­ ­

Date: ­ ­

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EX-99.A.1.VI

Exhibit (a)(1)(vi)

August 21, 2007

Dear Shareholders,

On August 21, 2007, Agilysys, Inc. (the “Company,” “we,” and “us”) announced a tender offer providing shareholders with the opportunity to sell common shares back to the Company. The Company intends to purchase up to 6,000,000 of its common shares, without par value (the “Shares”), from shareholders, in each case at a price within the range of $16.25 to $18.50 per Share, in cash, less any applicable withholding taxes and without interest (the “Tender Offer”). Unless the context requires otherwise, all references to “Shares” shall include all the associated common share purchase rights issued pursuant to the Rights Agreement, dated as of April 27, 1999, by and between the Company and National City Bank.

At the time of the sale of our KeyLink Systems Group distribution business, the Company’s Board of Directors and management preliminarily approved a self-tender of up to 6,000,000 Shares for an amount up to $100,000,000. Based on the various factors including our free cash flow, financial position, dividend policy, the market price of our Shares and current market conditions, as well as our operations, strategy and expectations for the future, our Board of Directors and management have re-evaluated and approved a self-tender of our Shares and have determined that, at this time, the Tender Offer is in the best interest of the Company and our shareholders. Specifically, the Board of Directors and management have determined that the Tender Offer will continue our commitment to increase financial flexibility and create value for shareholders.

Shareholders are now invited to tender their Shares to us through a procedure commonly referred to as a “modified Dutch Auction” tender offer. This procedure allows you to select the price within the range of $16.25 to $18.50 per Share at which you are willing to sell your Shares to us. On August 20, 2007, the last full trading day before we commenced the Tender Offer, the last sale price of the Shares on the Nasdaq Stock Market at the close of the market was $15.63.

Based on the number of Shares tendered and the prices specified by our shareholders, we will determine the lowest single per Share price that will allow us to purchase up to 6,000,000 Shares (or such lesser amount of Shares as are properly tendered and not properly withdrawn). We will pay the selected price for all Shares tendered at or below that price. All Shares which you tender but which we do not purchase will be returned to you promptly after the expiration of the Tender Offer.

Any shareholder whose Shares are properly tendered directly to National City Bank, the Depositary for the Tender Offer, and purchased in the Tender Offer will receive the net purchase price in cash, less any applicable withholding taxes and without interest, promptly after the expiration of the Tender Offer.

Before mailing the Tender Offer, our Board of Directors considered, with the assistance of management, our free cash flow, financial position and dividend policy, and the market price of our Shares, as well as our operations, strategy and expectations for the future. The Board of Directors believes the Tender Offer represents an efficient mechanism to provide our shareholders with the opportunity to tender all or a portion of their Shares and thereby receive a return of some or all of their investment if they so elect. Shareholders who do not participate in the Tender Offer will automatically increase their relative percentage ownership interest in us and our future operations at no additional cost to them. We do not believe consummation of the Tender Offer will impair our competitive ability or our business prospects. The Tender Offer is an element of the Company’s overall plan to enhance shareholder value.

As discussed in more detail in the Offer to Purchase, our Board of Directors also authorized an open market repurchase program for up to an additional 2,000,000 Shares for a one-year period beginning after the expiration of the Tender Offer, provided that the aggregate purchase price of Shares purchased by the Company in the Tender Offer and repurchase program shall not exceed $150 million. The timing of Share repurchases and the number of shares to be repurchased will be at the discretion of management and will depend upon prevailing market conditions and other factors.

However, neither we nor the Board of Directors, the Dealer Manager, the Information Agent or the Depositary (all of whom are identified in the enclosed Offer to Purchase and Letter of Transmittal) are making any recommendation to you as to whether to tender or refrain from tendering Shares or as to the purchase price or prices at which you may choose to tender your Shares. The Company’s executive officers and directors have indicated that they do not intend to tender any Shares in the Offer. You must make your own decision regarding whether to accept the Tender Offer and, if so, how many Shares to tender and at what price.

The Tender Offer is explained in detail in the Offer to Purchase and Letter of Transmittal. This letter is only a summary, and we encourage you to read these documents carefully before making any decision with respect to the Tender Offer. The instructions on how to tender Shares are explained in detail in the accompanying materials.

To validly tender your Shares you must complete the Letter of Transmittal. Shareholders owning Shares through The Retirement Plan of Agilysys, Inc. (the “Plan”) will receive separate packets of information and must follow the instructions set forth in such packets of information in order to tender Shares held in the Plan. If you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee, you must contact the nominee and request that the nominee tender your Shares for you.

If you do not wish to participate in the Tender Offer, you do not need to take further action.

The Tender Offer will expire at 5:00 p.m., Eastern Time, on Wednesday, September 19, 2007, unless we extend the Tender Offer. Questions and requests for assistance may be directed to Georgeson Inc., as Information Agent ((866) 909-6471 (toll free) or (212) 440-9800), or J.P. Morgan Securities Inc., as Dealer Manager ((877) 371-5947 (toll free) or (212) 622-2922), or at the addresses set forth on the back cover of the Tender Offer to Purchase. You may request additional copies of the Offer to Purchase, the Letter of Transmittal and other Offer documents from the Information Agent at the telephone numbers listed above or at the address on the back cover of the Offer to Purchase.

Yours truly,

Chief Executive Officer and President

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ADDITIONAL LEGAL INFORMATION:

This letter is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares of the Company. The Tender Offer is being made only pursuant to the Offer to Purchase and the related materials that the Company will distribute to its shareholders. Shareholders should read the Offer to Purchase and the related materials carefully because they contain important information. Shareholders will be able to obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase and other documents that the Company is filing with the Commission at the Commission’s website at www.sec.gov. Shareholders may also obtain a copy of these documents, without charge, from Georgeson Inc., the Information Agent for the Tender Offer, toll free at (866) 909-6471.

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EX-99.A.1.VII

Exhibit (a)(1)(vii)

IMMEDIATE ATTENTION REQUIRED

August 21, 2007

Re: Agilysys, Inc. Tender Offer

Dear Participant¹ in The Retirement Plan of Agilysys, Inc.:

The enclosed tender offer materials and Direction Form require your immediate attention. Our records reflect that, as a participant in The Retirement Plan of Agilysys, Inc. (the “Plan”), a portion of your individual account is invested in a fund holding common shares, without par value, of Agilysys, Inc. (the “Shares”). The tender offer materials describe an offer by Agilysys, Inc., an Ohio corporation (“Agilysys”), to purchase up to 6,000,000 of its Shares, at a price not greater than $18.50 nor less than $16.25 per Share, net to the seller in cash, without interest (the “Tender Offer”). As described below, you have the right to instruct Investors Bank & Trust Company, as trustee of the Plan (“Plan Trustee”), and Massachusetts Mutual Financial Group (“MassMutual”), as record keeper of the Plan, concerning whether to tender Shares attributable to your individual account under the Plan. You will need to complete the enclosed Direction Form and return it to MassMutual in the enclosed return envelope so that it is RECEIVED three business days prior to the Expiration Date. In other words, MassMutual must receive the Direction Form before 4:00 p.m., Eastern Time, on Friday, September 14, 2007, unless the Tender Offer is extended, in which case the deadline for receipt of instructions will be three business days prior to the expiration date of the Tender Offer.

Under certain circumstances set forth in the Offer to Purchase, the Company may terminate or amend the Tender Offer or may postpone the acceptance of payment of, or the payment for, Shares tendered or may accept for payment fewer than all of the Shares tendered. In addition, subject to applicable law, the Company has expressly reserved the right, in its sole discretion, to amend the Tender Offer in any respect, including by decreasing or increasing the consideration offered in the Tender Offer or by decreasing or increasing the number of Shares sought in the Tender Offer.

The remainder of this letter summarizes the transaction, your rights under the Plan and the procedures for completing and submitting the Direction Form. You should also review the more detailed explanation provided in the Offer to Purchase, dated August 21, 2007 (the “Offer to Purchase”), enclosed with this letter.

BACKGROUND

Agilysys has made an offer to its shareholders to tender up to 6,000,000 of its Shares for purchase by Agilysys at a price not greater than $18.50 nor less than $16.25 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase. Agilysys will select the lowest purchase price (in multiples of $0.25) that will allow it to purchase 6,000,000 Shares or, if a lesser number of Shares are properly tendered, all Shares that are properly tendered and not withdrawn. All Shares acquired in the Tender Offer will be acquired at the same purchase price regardless of whether the shareholder tendered at a lower price.

The enclosed Offer to Purchase sets forth the objectives, terms and conditions of the Tender Offer and is being provided to all of Agilysys’s shareholders. To understand the Tender Offer fully and for a more complete description of the terms and conditions of the Tender Offer, you should carefully read the entire Offer to Purchase.

The Tender Offer extends to the Shares held by the Plan. As of August 16, 2007, the Plan held approximately 52,144 Shares. Only Plan Trustee, pursuant to the directions you provide to MassMutual, can tender these Shares in the Tender Offer. Nonetheless, as a participant under the Plan, you have the right to direct Plan Trustee, based on directions given to MassMutual, whether or not to tender some or all of the Shares attributable to your individual account in the Plan, and at what price or prices. Unless otherwise required by applicable law, Plan Trustee will tender Shares attributable to participant accounts in accordance with participant directions provided to MassMutual. Plan Trustee will not tender Shares attributable to participant accounts for which MassMutual does not receive timely instructions. If you do not complete the enclosed Direction Form and return it to MassMutual on a

¹ “Participant” shall also include beneficiaries and alternate payees under The Retirement Plan of Agilysys, Inc.

timely basis, you will be deemed to have elected not to participate in the Tender Offer and no Shares attributable to your Plan account will be tendered.

LIMITATIONS ON FOLLOWING YOUR DIRECTION

The enclosed Direction Form allows you to specify the percentage of the Shares attributable to your account that you wish to tender and the price or prices at which you want to tender Shares attributable to your account. As detailed below, when Plan Trustee tenders Shares on behalf of the Plan, it may be required to tender Shares on terms different than those set forth on your Direction Form.

The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the trust agreement between Agilysys and Plan Trustee prohibit the sale of Shares to Agilysys for less than “adequate consideration” which is defined by ERISA for a publicly traded security to include the price of the security prevailing on a national securities exchange. Plan Trustee will determine “adequate consideration,” based on the prevailing market price of the Shares on the NASDAQ Stock Market on the date the Shares are tendered by Plan Trustee (the “prevailing market price”). Accordingly, depending on the prevailing market price of the Shares on such date, Plan Trustee and MassMutual may be unable to follow participant directions to tender Shares to Agilysys at certain prices within the offered range. Plan Trustee will tender or not tender Shares as follows:

•  If the prevailing market price is greater than the maximum tender price offered by Agilysys ($18.50 per Share), notwithstanding your direction to tender Shares in the Tender Offer, the Shares will not be tendered.

•  If the prevailing market price is equal to or lower than the price at which you direct Shares be tendered, Plan Trustee will follow your directions provided to MassMutual both as to percentage of Shares to tender and as to the price at which such Shares are tendered.

•  If the prevailing market price is greater than the price at which you direct the Shares be tendered but within the range of $16.25 to $18.50, Plan Trustee will follow your directions provided to MassMutual regarding the percentage of Shares to be tendered, but will increase the price at which such Shares are to be tendered to the lowest tender price that is not less than prevailing market price.

•  If the prevailing market price is within the range of $16.25 to $18.50, for all Shares directed to be tendered at the “per Share purchase price to be determined pursuant to the Tender Offer”, Plan Trustee will tender such Shares at the lowest tender price that is not less than the prevailing market price.

Unless otherwise required by applicable law, Plan Trustee will not tender Shares for which MassMutual has received no direction, or for which MassMutual has received a direction not to tender. Plan Trustee and MassMutual make no recommendation as to whether to direct the tender of Shares or whether to refrain from directing the tender of Shares. EACH PARTICIPANT MUST MAKE HIS OR HER OWN DECISIONS.

CONFIDENTIALITY

To assure the confidentiality of your decision, Plan Trustee, MassMutual and their affiliates or agents will tabulate the Direction Forms. Neither Plan Trustee, MassMutual nor their affiliates or agents will make your individual direction available to Agilysys.

PROCEDURE FOR DIRECTING MASSMUTUAL

Enclosed is a Direction Form that should be completed and returned to MassMutual. Please note that the Direction Form indicates the number of Shares attributable to your individual account as of August 20, 2007. However, for purposes of the final tabulation, MassMutual will apply your instructions to the number of Shares attributable to your account as of September 14, 2007, or as of a later date if the Tender Offer is extended.

If you do not properly complete the Direction Form or do not return it by the deadline specified, such Shares will be considered NOT TENDERED.

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To properly complete your Direction Form, you must do the following:

(1) On the face of the Direction Form, check Box 1 or 2. CHECK ONLY ONE BOX:

•  CHECK BOX 1 if you do not want the Shares attributable to your individual account tendered for sale in accordance with the terms of the Tender Offer and simply want the Plan to continue holding such Shares.

•  CHECK BOX 2 in all other cases and complete the table immediately below Box 2. Specify the percentage (in whole percentage numbers) of Shares attributable to your individual account that you want to tender at each price indicated.

You may direct the tender of Shares attributable to your account at different prices. To do so, you must state the percentage (in whole percentage numbers) of Shares to be sold at each price by filling in the percentage of such Shares on the line immediately before the price. Also, you may elect to accept the per Share purchase price to be determined pursuant to the tender offer, which will result in receiving a price per Share as low as $16.25 or as high as $18.50. Leave a given line blank if you want no Shares tendered at that particular price. The total of the percentages you provide on the Direction Form may not exceed 100%, but it may be less than 100%. If this amount is less than 100%, you will be deemed to have instructed Plan Trustee NOT to tender the balance of the Shares attributable to your individual account.

(2) Date and sign the Direction Form in the space provided.

(3) Return the Direction Form in the enclosed return envelope so that it is received by MassMutual at the address on the return envelope 1295 State Street, Springfield, MA 01111 not later than 4:00 p.m., Eastern Time, on Friday, September 14, 2007, unless the Tender Offer is extended, in which case the participant deadline shall be three business days prior to the expiration date of the Tender Offer. If you wish to return the form by overnight courier, please send it to MassMutual’s address as stated above. Directions via facsimile will not be accepted.

Your direction will be deemed irrevocable unless withdrawn by 4:00 p.m., Eastern Time, on Friday, September 14, 2007, unless the Tender Offer is extended. In order to make an effective withdrawal, you must submit a new Direction Form that may be obtained by calling MassMutual at (800) 743-5274. Upon receipt of a new, completed and signed Direction Form, your previous direction will be deemed canceled. You may direct the re-tendering of any Shares attributable to your individual account by obtaining an additional Direction Form from Plan Trustee and repeating the previous instructions for directing tender as set forth in this letter.

After the deadline above for returning the Direction Form to MassMutual, MassMutual and their affiliates or agents will complete the tabulation of all directions. Plan Trustee will tender the appropriate number of Shares on behalf of the Plan.

Agilysys will then buy all Shares, up to 6,000,000, that were properly tendered through the Tender Offer. If there is an excess of Shares tendered over the exact number desired by Agilysys, Shares tendered pursuant to the Tender Offer may be subject to proration, as described in the Offer to Purchase. For any Shares in the Plan that are tendered and purchased by Agilysys, Agilysys will pay cash to the Plan. INDIVIDUAL PARTICIPANTS IN THE PLAN WILL NOT, HOWEVER, RECEIVE ANY CASH TENDER PROCEEDS DIRECTLY. ALL SUCH PROCEEDS WILL REMAIN IN THE PLAN AND MAY BE WITHDRAWN ONLY IN ACCORDANCE WITH THE TERMS OF THE PLAN. Any Shares attributable to your account that are not purchased in the Tender Offer will remain allocated to your individual account under the Plan.

The preferential treatment of holders of fewer than 100 Shares, as described in the Offer to Purchase, will not apply to participants in the Plan, regardless of the number of Shares held within their individual accounts. Likewise, the conditional tender of Shares, as described in the Offer to Purchase, will not apply to the participants in the Plan.

EFFECT OF THE OFFER ON YOUR ACCOUNT

If you provide directions to tender some or all of the Shares attributable to your account, as of 4:00 p.m., Eastern Time, on Friday, September 14, 2007, withdrawals, loans, distributions and exchanges out of the

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Stock Fund attributable to your Plan account will be unavailable until all processing related to the Tender Offer has been completed, unless the Tender Offer is extended or terminated. Balances in the Stock Fund will be utilized to calculate amounts eligible for loans and withdrawals throughout this restriction period. In the event that the Tender Offer is extended, the freeze on these transactions will, if administratively feasible, be temporarily lifted until three business days prior to the new completion date of the Tender Offer, as extended, at which time a new freeze on these Stock Fund transactions will commence. Please note that these restrictions DO NOT impact your ability to purchase additional units of the Stock Fund.

If you provided directions to NOT tender any of the Shares attributable to your account, you did not return your Direction Form in a timely manner or your tender instructions could not be followed, you will continue to have access to all transactions normally available to you under the Plan.

INVESTMENT OF PROCEEDS

MassMutual will invest all cash proceeds received by the Plan as soon as administratively feasible after receipt of these proceeds. The cash will be automatically invested in the Guaranteed Interest Account. MassMutual anticipates that the processing of participant accounts will be completed five to seven business days after receipt of these proceeds. You may call MassMutual at (800) 743-5274 after the reinvestment is complete to learn the effect of the tender on your account or to have the proceeds from the sale of Shares which were invested in the Guaranteed Interest Account. You may reallocate the proceeds pursuant to the same rules and procedures applicable to other investments under the Plan.

SHARES OUTSIDE THE PLAN

If you hold Shares outside of the Plan, you will receive, under separate cover, Tender Offer materials to be used to tender those Shares. Those Tender Offer materials may not be used to direct Plan Trustee to tender or not tender the Shares attributable to your individual account under the Plan. Likewise, the tender of Shares attributable to your individual account under the Plan will not be effective with respect to Shares you hold outside of the Plan. The direction to tender or not tender Shares attributable to your individual account under the Plan may only be made in accordance with the procedures in this letter. Similarly, the enclosed Direction Form may not be used to tender Shares held outside of the Plan.

FURTHER INFORMATION

If you require additional information concerning the procedure to tender Shares attributable to your individual account under the Plan, please contact MassMutual toll free at (800) 743-5274. If you require additional information concerning the terms and conditions of the Tender Offer, please call Georgeson Inc., the Information Agent, toll free at (866) 909-6471.

Sincerely,

Investors Bank & Trust Company

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DIRECTION FORM

AGILYSYS, INC. TENDER OFFER

BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY THE

ACCOMPANYING OFFER TO PURCHASE AND ALL OTHER ENCLOSED MATERIALS.

PLEASE NOTE THAT IF YOU DO NOT SEND IN A PROPERLY COMPLETED, SIGNED DIRECTION FORM, OR IF SUCH DIRECTION FORM IS NOT RECEIVED BY 4:00 P.M., EASTERN TIME ON FRIDAY, SEPTEMBER 14, 2007, UNLESS THE TENDER OFFER IS EXTENDED, THE AGILYSYS SHARES ATTRIBUTABLE TO YOUR ACCOUNT UNDER THE PLAN WILL NOT BE TENDERED IN ACCORDANCE WITH THE TENDER OFFER, UNLESS OTHERWISE REQUIRED BY LAW.

Plan Trustee and MassMutual makes no recommendation to any participant in The Retirement Plan of Agilysys, Inc. (the “Plan”) as to whether to tender or not, or at which prices. Your direction to MassMutual will be kept confidential.

This Direction Form, if properly signed, completed and received by MassMutual in a timely manner, will supersede any previous Direction Form.

Date

Please Print Name

Signature

Social Security Number

MR 60022
Contract Number

5

As of August 20, 2007, the number of Shares attributable to your account in the Plan is shown to the right of your address.

In connection with the Offer to Purchase made by Agilysys, Inc., dated August 21, 2007, I hereby instruct Plan Trustee to tender the Shares attributable to my account under the Plan as of 4:00 p.m., Eastern Time, on Friday, September 14, 2007, unless a later deadline is announced, as follows (check only one box and complete):

(CHECK BOX ONE OR TWO)

o 1.	Please refrain from tendering and continue to HOLD all Shares attributable to my individual account under the Plan.
o 2.	Please TENDER Shares attributable to my individual account under the Plan in the percentage indicated below for each of the prices provided. A blank space before a given price will be taken to mean that no Shares attributable to my account are to be tendered at that price. FILL IN THE TABLE BELOW ONLY IF YOU HAVE CHECKED BOX 2.

Percentage of Shares to be Tendered (The total of all percentages must be less than or equal to 100%. If the total is less than 100%, you will be deemed to have directed Plan Trustee NOT to tender the remaining percentage.)

% at $16.25	% at $17.25	% at $18.25
% at $16.50	% at $17.50	% at $18.50
% at $16.75	% at $17.75	% at $ TBD
% at $17.00	% at $18.00

** By entering a percentage on the % line at TBD, the undersigned is willing to accept the Purchase Price resulting from the Dutch Auction, for the percentage of Shares elected. This could result in receiving a price per Share as low as $16.25 or as high as $18.50 per Share.

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EX-99.A.5.I

Exhibit (a)(5)(i)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Tender Offer (as defined below) is made
solely by the Offer to Purchase, dated August 21, 2007, and the Letter of Transmittal, and any amendments or supplements thereto. The Tender Offer
is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making or acceptance of offers
to sell Shares would not be in compliance with the laws of that jurisdiction. In any jurisdiction where the securities, blue sky, or other laws require
the Tender Offer to be made by a licensed broker or dealer, the Tender Offer shall be deemed to be made on behalf of Agilysys, Inc. by
J.P. Morgan Securities Inc., the Dealer Manager, or by one or more registered brokers or dealers registered under that jurisdiction’s laws.

Notice of Offer to Purchase for Cash by
Agilysys, Inc.
Up to 6,000,000 of its Common Shares
at
a Purchase Price Not Greater Than $18.50
nor Less Than $16.25 Per Common Share

     Agilysys, Inc., an Ohio corporation (the “Company”), is offering to purchase up to 6,000,000 of its common shares, without par value (the “Shares”), at a price not greater than $18.50 nor less than $16.25 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated August 21, 2007 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”) (which together, as they may be amended and supplemented from time to time, constitute the “Tender Offer”).

     Unless the context requires otherwise, all references to “Shares” shall include all the associated common share purchase rights issued pursuant to the Rights Agreement, dated as of April 27, 1999, by and between the Company and National City Bank. All Shares tendered and purchased will include such associated Share purchase rights.

THE TENDER OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
EASTERN TIME, ON SEPTEMBER 19, 2007, UNLESS THE TENDER OFFER IS EXTENDED.

     The Company’s Board of Directors has approved the Tender Offer. However, neither the Company’s management nor its Board of Directors nor the Dealer Manager, the Depositary nor the Information Agent makes any recommendation to any shareholder as to whether to tender or refrain from tendering any Shares or as to the price or prices at which shareholders may choose to tender their Shares. The Company has not authorized any person to make any recommendation. Shareholders should carefully evaluate all information in the Tender Offer and should consult their own investment and tax advisors. Shareholders must decide whether to tender their Shares and, if so, how many Shares to tender and the price or prices at which a shareholder will tender them. In doing so, a shareholder should read carefully the information in the Offer to Purchase and in the Letter of Transmittal.

     All of the Company’s directors and executive officers have advised the Company that they do not intend to tender any of their Shares in the Tender Offer.

     As of August 15, 2007, there were 31,437,014 of the Company’s issued and outstanding Shares. The 6,000,000 Shares that the Company is offering to purchase hereunder represent approximately 19.1% of the total number of issued and outstanding Shares of the Company as of August 15, 2007. The Tender Offer is not conditioned on any minimum number of Shares being tendered. The Shares are listed and traded on the National Association of Securities Dealers Automated Quotations system (“NASDAQ”) under the symbol “AGYS”. Shareholders are urged to obtain current market quotations for the Shares.

     The term “Expiration Time” means 5:00 p.m., Eastern Time, on September 19, 2007, unless the Company, in its sole discretion, extends the period of time during which the Tender Offer will remain open, in which event the term “Expiration Time” shall refer to the latest time and date at which the Tender Offer, as so extended by the Company, shall expire.

     The Company believes that the Tender Offer will uphold our commitment to increase financial flexibility and create value for shareholders. The Company believes that the modified “Dutch Auction” Tender Offer set forth in the Offer to Purchase represents a mechanism to provide all of the Company’s shareholders with the opportunity to tender all or a portion of their Shares and, thereby, receive a return of some or all of their investment if they so elect. In addition, shareholders who do not participate in the Tender Offer will automatically increase their relative percentage ownership interest in the Company. The Tender Offer also provides shareholders with an efficient way to sell their Shares without incurring broker’s fees or commissions associated with open market sales.

     Shares held in The Retirement Plan of Agilysys, Inc. (the “Plan”) may be tendered by Plan participants by completing, executing, and returning to Massachusetts Mutual Financial Group (“MassMutual”) the separate direction form (“Direction Form”) included in the “Letter to Participants in The Retirement Plan of Agilysys, Inc.” at least three business days prior to the Expiration Time. In addition, holders of vested but unexercised options to purchase Shares outstanding under the Company’s Amended and Restated 1991 Stock Option Plan, Company’s Amended 1995 Stock Option Plan for Outside Directors, Pioneer-Standard Electronics, Inc. 1999 Stock Option Plan for Outside Directors, Pioneer-Standard Electronics, Inc. 2000 Stock Option Plan for Outside Directors, Amended and Restated Pioneer-Standard Electronics, Inc. 2000 Stock Incentive Plan and the Agilysys, Inc. 2006 Stock Incentive Plan (collectively, the “Stock Option Plans”) may exercise those options and tender some or all of the Shares issued upon such exercise. Holders of stock awards and other restricted equity interests may not tender Shares or Shares represented by such interests unless they are fully vested. An exercise of an option cannot be revoked for any reason even if shares received upon the exercise thereof and tendered in the Tender Offer are not purchased in the Tender Offer.

     In accordance with the instructions to the Letter of Transmittal or Direction Form, as applicable, shareholders and Plan participants desiring to tender Shares must: (1) specify the price or prices, not greater than $18.50 nor less than $16.25 per Share, at which they are willing to sell their Shares to the Company in the Tender Offer; or (2) choose not to specify a price and, instead, elect to tender their Shares at the purchase price ultimately paid for Shares properly tendered and not properly withdrawn, which could result in the tendering shareholder receiving the minimum price of $16.25 per Share. Shareholders desiring to tender Shares must follow the procedures set forth in the Offer to Purchase and in the Letter of Transmittal or Direction Form.

     On the terms and subject to the conditions of the Tender Offer, the Company will determine a single per Share price, not greater than $18.50 nor less than $16.25 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, that the Company will pay for Shares properly tendered and not properly withdrawn in the Tender Offer, taking into account the total number of Shares tendered and the prices specified by tendering shareholders. After the Tender Offer expires, the Company will then select the lowest purchase price (in multiples of $0.25 above $16.25) within the price range specified above that will allow the Company to buy 6,000,000 Shares. If fewer than 6,000,000 Shares are properly tendered and not properly withdrawn, the Company will select the lowest price that will allow the Company to buy all the Shares that are properly tendered and not properly withdrawn. The Company will purchase at the purchase price all Shares properly tendered at prices at or below the purchase price and not properly withdrawn on the terms and subject to the conditions of the Tender Offer, including the “odd lot,” proration and conditional tender provisions described below. All Shares the Company acquires in the Tender Offer will be acquired at the same purchase price regardless of whether the shareholder tendered at a lower price.

     The Company expressly reserves the right, in its sole discretion, to extend the period of time during which the Tender Offer is open and thereby delay acceptance for payment of, and payment for, any Shares by giving oral or written notice of such extension to the Depositary and making a public announcement of such extension no later than 9:00 a.m., Eastern Time, on the next business day after the previously scheduled Expiration Time. Under no circumstances will the Company pay interest on the purchase price for the Shares, regardless of any delay in making payment.

     For purposes of the Tender Offer, the Company will be deemed to have accepted for payment (and therefore purchased), subject to the “odd lot” priority, proration, and conditional tender provisions of the Tender Offer, Shares that are properly tendered at or below the purchase price selected by the Company and not properly withdrawn only when, as and if the Company gives oral or written notice to the Depositary of the Company’s acceptance of the Shares for payment pursuant to the Tender Offer.

     The Company will purchase only Shares properly tendered at prices at or below the purchase price the Company determines and not properly withdrawn. If more than 6,000,000 Shares (or such greater number of Shares as the Company may elect to accept for payment, subject to applicable law) are properly tendered at or below the purchase price determined in the Tender Offer and not properly withdrawn prior to the Expiration Time, the Company will purchase Shares: first, from all holders of “odd lots” of less than 100 Shares who properly tender all of their Shares; second, from all other shareholders who properly tender Shares on a pro rata basis (except for shareholders who tendered Shares subject to the condition that the Company purchase a specified minimum number of the shareholder’s Shares in the Tender Offer, for which the condition was not satisfied); and third, only if necessary to permit the Company to purchase 6,000,000 Shares (or such greater number of Shares as the Company may elect to accept for payment, subject to applicable law), from holders who have tendered all of their Shares conditionally (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders that conditionally tender their Shares must have tendered all of their Shares. The Company will return Shares tendered at prices in excess of the purchase price that the Company determines and Shares that the Company does not purchase because of the “odd lot” priority, proration, or conditional tender provisions to the tendering shareholders at the Company’s expense promptly following the Expiration Time. In the event that more than 6,000,000 Shares are tendered pursuant to the Tender Offer, the Company may exercise its right to purchase up to an additional 2% of its outstanding Shares without extending the Offer.

     Subject to the terms and conditions of the Offer to Purchase, payment for Shares tendered and accepted for payment pursuant to the Tender Offer will be made promptly after the Expiration Time, subject to possible delay in the event of proration, but only after timely receipt by the Depositary of: certificates for Shares or a timely book-entry confirmation of the deposit of Shares into the Depositary’s account at the book-entry transfer facility (as defined in the Offer to Purchase); a properly completed and duly executed Letter of Transmittal (or manually signed facsimile of the Letter of Transmittal), including any required signature guarantee (or, in the case of a book-entry transfer, an agent’s message (as defined in the Offer to Purchase)); and any other required documents.

     The Company expressly reserves the right, in its sole discretion, to extend the period of time during which the Tender Offer is open and thereby delay acceptance for payment of, and payment for, any Shares by giving oral or written notice of such extension to the Depositary and making a public announcement of such extension no later than 9:00 a.m., Eastern Time, on the next business day after the previously scheduled Expiration Time.

     The Company will decide, in its sole discretion, all questions as to the form and validity, including time of receipt, of notices of withdrawal. Neither the Company nor the Dealer Manager, the Depositary, the Information Agent nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

     Tenders of Shares are irrevocable, except that such Shares may be withdrawn at any time prior to the Expiration Time and, unless such Shares have been accepted for payment as provided in the Tender Offer, shareholders may also withdraw their previously tendered Shares at any time after 5:00 p.m., Eastern Time, on September 19, 2007. For a withdrawal to be effective, a written notice of withdrawal must be received in a timely manner by the Depositary which shall specify the following: the name of the person wishing to withdraw Shares they have tendered; the number of Shares to be withdrawn; and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates for Shares have been delivered or otherwise identified to the Depositary, then, prior to the physical release of those certificates, the serial numbers shown on those certificates must be submitted to the Depositary and, unless an eligible institution has tendered those Shares, an eligible institution must guarantee the signatures on the notice of withdrawal. If a shareholder has used more than one Letter of Transmittal or has otherwise tendered Shares in more than one group of Shares, the shareholder may withdraw Shares using either separate notices of withdrawal or a combined notice of withdrawal, so long as the information specified above is included. If Shares have been delivered in accordance with the procedures for book-entry transfer described in the Offer to Purchase, any notice of withdrawal must also specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Shares and otherwise comply with the book-entry transfer facility’s procedures.

     The receipt of cash by shareholders for tendered Shares will generally be treated for U.S. federal income tax purposes either as (1) a sale or exchange or (2) a distribution in respect of Shares from the Company. A foreign shareholder may be subject to withholding at a rate of 30% on payments received pursuant to the Tender Offer and may also be subject to tax in other jurisdictions on the disposal of Shares. All shareholders are encouraged to read the Offer to Purchase and consult their own tax advisor for additional information regarding the U.S. federal income tax consequences of participating in the Tender Offer.

     The information required to be disclosed by Rule 13e-4(d)(1) of the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference.

     The Offer to Purchase and the Letter of Transmittal contain certain conditions and important information that shareholders should read carefully before they make any decision with respect to the Tender Offer. In addition, subject to applicable law, the Company has expressly reserved the right, in its sole discretion, to amend the Tender Offer in any respect, including by decreasing or increasing the consideration offered in the Tender Offer or by decreasing or increasing the number of Shares sought in the Tender Offer. The Offer to Purchase and the Letter of Transmittal will be mailed to record holders of Shares and will be furnished to brokers, dealers, commercial banks and trust companies whose names, or the names of whose nominees, appear on the Company’s shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

     Questions and requests for assistance may be directed to Georgeson Inc., the Information Agent, or J.P. Morgan Securities Inc., the Dealer Manager, at their respective addresses and telephone numbers set forth below. Copies of the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained promptly at the Company’s expense from the Information Agent.

The Information Agent for the Tender Offer is:

17 State Street, 10th Floor
New York, NY 10004
Banks and Brokerage Firms Please Call: (212) 440-9800
Stockholders Call Toll Free: (866) 909-6471

The Dealer Manager for the Tender Offer is:

J.P. Morgan Securities Inc.
277 Park Avenue, 9th Floor
New York, NY 10172
(212) 622-2922 (Call Collect)
(877) 371-5947 (Call Toll-Free)

August 21, 2007

EX-99.A.5.II

Exhibit (a)(5)(ii)

FOR IMMEDIATE RELEASE

Agilysys Initiates Self-Tender Offer for

up to 6,000,000 of its Outstanding Common Shares

• Company will repurchase up to 6,000,000, or approximately 19 percent, of its common shares through “Dutch Auction” tender offer at a price between $16.25 and $18.50 per share

• Board of Directors authorizes up to an additional 2,000,000 shares to be repurchased in the open market

• Latest step to further increase shareholder value

BOCA RATON, Fla. — August 21, 2007 — Agilysys, Inc. (Nasdaq: AGYS), a leading provider of IT solutions, announced today that it has initiated a “Dutch Auction” tender offer, for up to 6,000,000 Agilysys common shares at a price not less than $16.25 nor greater than $18.50 per share, to the seller in cash, less any applicable withholding taxes and without interest. The closing price of the shares on August 20, 2007, the last trading day preceding this announcement, was $15.63 per share. The tender offer will expire at 5:00 pm EDT on Wednesday, September 19, 2007, unless extended.

The “Dutch Auction” tender offer will allow shareholders to indicate how many shares and at what price within the company’s specified range they wish to tender. Based on the number of shares tendered and the price specified by the tendering shareholders, the company will determine the lowest price per share within the range that will enable it to purchase up to 6,000,000 shares, or such lesser number of shares as are properly tendered. The company will not purchase shares below a price stipulated by a shareholder, and in some cases, may actually purchase shares at prices above a shareholder’s indication under the terms of the “Dutch Auction.”

The company intends to repurchase tendered shares using cash on hand. Prior to initiating the tender offer, Agilysys had approximately $250 million of cash on hand and no outstanding debt. If the tender offer is consummated in full at $18.50 per share, the company estimates that it will have approximately $150 million cash on hand and $200 million available for borrowings under its credit facility following the tender offer. Agilysys is confident that the combination of existing cash on hand and the current credit facility provides sufficient financial flexibility to fund both the tender offer and the company’s acquisition strategy.

In connection with the Board of Directors’ approval of the tender offer, the Board also authorized the company to repurchase up to an additional 2,000,000 shares in the open market at a price per share at or below the upper price limit of the tender offer ($18.50), during the one-year period after the expiration of the tender offer, provided that the aggregate purchase price of shares purchased by the company in the tender offer and the open market repurchase does not exceed $150 million. The Board determined that authorization of the open market repurchase program affords the company additional flexibility and is in the best interest of the company and its shareholders. The company also intends to continue to pay its $0.03 per share quarterly, or $0.12 per share annual, dividend to shareholders.

The timing of the share repurchase and the number of shares to be repurchased will be at the discretion of the company’s management, and will depend upon prevailing market conditions and other factors. Notwithstanding the foregoing, due to Securities and Exchange Commission (SEC) rules, the commencement, if any, of the open market repurchase program may not begin until at least 10 days after

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the termination of the tender offer. The company may terminate or limit the repurchase program at any time. Due to certain financial covenants contained in the company’s credit facility, which would likely limit the company’s ability to repurchase the full 2,000,000 shares authorized under the repurchase program, the company is seeking an amendment to its credit facility in order to eliminate such limitations.

On January 2, 2007, Agilysys announced the divestiture of its KeyLink Systems Distribution Business to focus on its IT solutions business. At the same time, the company also announced that its Board authorized the repurchase of up to 6,000,000 common shares, representing approximately 19 percent of the company’s outstanding common shares, via a self-tender offer as soon as practicable following the close of the sale of KeyLink Systems.

The tender offer provides an opportunity for those shareholders who — based on the changes in the company’s strategy — would like to liquidate all or a portion of their investment in the stock in an orderly fashion. It also provides Agilysys with a tax-efficient mechanism to distribute a significant portion of the proceeds from the sale of KeyLink Systems to shareholders. Agilysys management and directors have indicated that they will not tender their shares in the tender offer.

“The self-tender and supplementary open market authorization is a strong signal from our Board and management that we are confident in our strategy to reposition the company and focus on selling IT solutions,” said Arthur Rhein, chairman, president and chief executive officer. “Tendering shareholders will receive an immediate premium to the stock’s closing price of $15.63 on August 20, as it stood prior to the tender, and non-tendering shareholders, along with management and directors, will increase their pro rata ownership in the company and our future operations.”

The tender offer is subject to a number of terms and conditions which are described in the offer to purchase and related documents that are being distributed to shareholders. None of the company, its officers or the dealer manager, information agent or depositary will make any recommendation to shareholders on whether or not to tender their shares. Shareholders should seek advice from an independent financial adviser as to the suitability of any action with respect to their ownership of Agilysys shares.

J.P. Morgan Securities Inc. is acting as the dealer manager for the tender offer. The information agent is Georgeson Inc. and the depositary is National City Bank. The offer to purchase, letter of transmittal and related documents will be mailed to shareholders of record and will also be made available for distribution to beneficial owners of the company’s shares.

Strategic Goals
“We are continuously enhancing our business, both organically and through targeted acquisitions,” Rhein said. “In addition to the self-tender offer, over the past seven months Agilysys has closed four strategic acquisitions that complement our existing IT solutions business and have increased pro forma revenues by over 70%. We are now focused on leveraging the ‘new’ Agilysys to deliver sustained growth and profitability and will continue on our strategic course of enhancing the value we provide to our customers and shareholders.”

The company reiterated that it plans to achieve a number of long-term financial goals including:

• Grow sales from approximately $500 million to $1 billion within two years of the KeyLink Systems divestiture, and to $1.5 billion in three years;

• Target gross margins in excess of 20% and EBITDA margins of 6% within three years;

• While in the near term return on invested capital will be diluted due to acquisitions and legacy costs, the company continues to target long-term return on capital of 15%.

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Recent Acquisitions
During the first quarter of fiscal 2008, Agilysys completed the integration of Visual One Systems, as well as announced three strategic acquisitions — Stack Computer, InfoGenesis and Innovativ Systems Design — all of which have now closed.

• January 25, 2007 — Visual One Systems, with annual sales of approximately $9 million, is a leading developer and marketer of Microsoft^® Windows^®-based software for the hospitality industry with offerings including property management, condominium, golf course, spa, point-of-sale, and sales and catering management applications. Visual One customers include well-known North American and international full-service hotels, resorts, conference centers and condominiums of all sizes. The acquisition of Visual One strategically provides Agilysys a complementary product offering and significantly increases the breadth of the company’s market opportunities in the hospitality industry.

• April 2, 2007 — Stack Computer, with approximately $55 million in revenues, is a technology integrator with a strong focus in EMC-based high availability storage infrastructure solutions. As an EMC Premier Technology Integrator and a Cisco Advanced Technology Partner, Stack strategically provides Agilysys with product solutions and services offerings that significantly enhance its storage and professional services businesses. Stack’s customers, primarily concentrated on the West Coast, include leading corporations in the financial services, healthcare and manufacturing industries.

• June 18, 2007 — The addition of InfoGenesis, with approximately $42 million in annual revenues, enhances Agilysys’ already strong presence in casinos, hotels and resorts, and provides new solutions in cruise lines, stadiums and foodservice. As an independent software vendor to the hospitality market, InfoGenesis has developed enterprise-class point-of-sale solutions that provide end users a highly intuitive, secure and easy way to process customer transactions across multiple departments or locations. The combined portfolio of products from Agilysys and InfoGenesis offers hospitality clients worldwide a single source for their operational technology needs.

• July 2, 2007 — Innovativ, with approximately $256 million in revenues, is the largest U.S. solutions provider of Sun Microsystems servers and storage products. The Sun relationship, combined with Innovativ’s strong financial services and telecommunications industry presence, further diversifies Agilysys’ supplier mix, establishes new markets and broadens its customer base. Through the addition of Sun, Agilysys has a very significant relationship with four of the most pervasive computer technology suppliers: EMC, HP, IBM and Sun.

The company filed with the SEC a Form 8-K regarding the InfoGenesis acquisition on June 22, 2007, and a Form 8-K regarding the Innovativ acquisition on July 6, 2007. The company did not include the financial statement and pro forma financial information required by Item 9.01 of Form 8-K in either of the Form 8-K filings, and indicated in each of the filings that the required information would be included in an amendment to each Form 8-K to be filed within the timeframe specified in Item 9.01. The company intends to file an amendment to each of these Form 8-Ks containing the required information prior to the expiration of the tender offer. Shareholders are encouraged to review the amendments to the Form 8-Ks, together with the other documents and information provided, in considering whether to participate in the tender offer.

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Business Outlook
The company has made significant progress to date, and with the acquisitions described above, has pro forma revenues in excess of $850 million. For the fiscal year 2008, the company has provided the following guidance: annual sales in the range of $800 million to $820 million; full-year gross margin of approximately 24% of sales; and EBITDA margins of approximately 2.5% to 3% of sales. Based on an estimated 32,000,000 shares outstanding (pre the tender offer), earnings per share are expected to be in the range of $0.40 to $0.50 per share.

The company has not authorized any person to make any recommendation on the company’s behalf as to whether any shareholder should tender or refrain from tendering any common shares or as to the purchase price or purchase prices at which any shareholder may choose to tender any common shares in the tender offer. Shareholders should rely only on the information contained in the offer to purchase and related documents to which we have referred. The company has not authorized anyone to provide shareholders with information or to make any representation in connection with the tender offer other than those contained in the offer to purchase or in the letter of transmittal. If anyone makes any recommendation, gives any information or makes any representation, shareholders must not rely upon that recommendation, information or representation as having been authorized by the company, the dealer manager, the depositary or the information agent.

The tender offer statement (including the offer to purchase, the letter of transmittal and other offer documents) will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to the company’s security holders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s web site, www.sec.gov.

Forward-Looking Language

Portions of this release, particularly the statements made by management and those that are not historical facts, are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on current assumptions and expectations, and are subject to risks and uncertainties, many of which are beyond the control of Agilysys. Many factors could cause Agilysys actual results to differ materially from those anticipated by the forward-looking statements. These factors include those referenced in the Annual Report on Form 10-K or as may be described from time to time in Agilysys subsequent SEC filings.

Potential factors that could cause actual results to differ materially from those expressed or implied by such statements include, but are not limited to, those relating to Agilysys anticipated revenue gains, sales volume, margin improvements, cost savings, and new product introductions.

Other associated risks include geographic factors, political and economic risks, the actions of Agilysys competitors, changes in economic or industry conditions or in the markets served by Agilysys, and the ability to appropriately integrate acquisitions, strategic alliances, and joint ventures.

In addition, this release contains time-sensitive information and reflects management’s best analysis only as of the date of this release. Agilysys does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release. Information on the potential factors that could affect Agilysys actual results of operations is included in its filings with the Securities and Exchange Commission, including, but not limited to, its Annual Report on Form 10-K for the fiscal year ended March 31, 2007. Interested persons can obtain it free at the Securities and Exchange Commission’s website, which is located at www.sec.gov.

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Notwithstanding any statement in this press release to the contrary, the safe harbor protections of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with a tender offer.

About Agilysys, Inc.
Agilysys is a leading provider of innovative IT solutions to corporate and public-sector customers, with special expertise in select markets, including retail and hospitality. The company uses technology — including hardware, software and services — to help customers resolve their most complicated IT needs. The company possesses expertise in enterprise architecture and high availability, infrastructure optimization, storage and resource management, identity management and business continuity; and provides industry-specific software, services and expertise to the retail and hospitality markets. Headquartered in Boca Raton, Fla., Agilysys operates extensively throughout North America, with additional sales offices in the United Kingdom and China. For more information, visit http://www.agilysys.com.

Analysts/Investor Contact:	Martin Ellis
	Executive Vice President, Treasurer and Chief Financial Officer
	Agilysys, Inc.
	561-999-8780
	martin.ellis@agilysys.com
Media Contact:	Julie Young
	Director, Corporate Communications
	Agilysys, Inc.
	440-519-8160
	julie.young@agilysys.com
	# # #

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EX-99.D.1

Exhibit (d)(1)

THE RETIREMENT PLAN OF AGILYSYS, INC.
(January 1, 2006 Restatement)

TABLE OF CONTENTS

PREAMBLE			1
ARTICLE I DEFINITIONS			3
	1.1	Plan Definitions	3
	1.2	Interpretation	8
ARTICLE II SERVICE			9
	2.1	Special Definitions	9
	2.2	Crediting of Hours of Service	9
	2.3	Limitations on Crediting of Hours of Service	10
	2.4	Department of Labor Rules	11
	2.5	Crediting of Continuous Service	11
	2.6	Eligibility Service	11
	2.7	Vesting Service	12
	2.8	Exclusion of Vesting Service Earned Following a Break for Determining Vested Interest in Prior Accrued Benefit	13
	2.9	Crediting of Service on Transfer or Amendment	13
	2.10	Crediting of Service to “Leased Employees”	13
ARTICLE III ELIGIBILITY			15
	3.1	Eligibility	15
	3.2	Transfers of Employment	15
	3.3	Reemployment	15
	3.4	Notification Concerning New Eligible Employees	15
	3.5	Effect and Duration	15
	3.6	One-Time Election Not to Participate	16
ARTICLE IV TAX-DEFERRED CONTRIBUTIONS			17
	4.1	Tax-Deferred Contributions	17
	4.2	Amount of Tax-Deferred Contributions	17
	4.3	Automatic Deferral Elections	17
	4.4	Notice of Automatic Deferral Election	18
	4.5	Amendments to Reduction Authorization	18
	4.6	Suspension of Tax-Deferred Contributions	18
	4.7	Resumption of Tax-Deferred Contributions	19
	4.8	Delivery of Tax-Deferred Contributions	19
	4.9	Vesting of Tax-Deferred Contributions	19
ARTICLE V AFTER-TAX AND ROLLOVER CONTRIBUTIONS			20
	5.1	Prior After-Tax Contributions	20
	5.2	Rollover Contributions	20

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	5.3	Vesting of After-Tax Contributions and Rollover Contributions	20
ARTICLE VI EMPLOYER CONTRIBUTIONS			21
	6.1	Contribution Period	21
	6.2	Profit-Sharing Contributions	21
	6.3	Allocation of Profit-Sharing Contributions	21
	6.4	Qualified Nonelective Contributions	21
	6.5	Allocation of Qualified Nonelective Contributions	21
	6.6	Amount and Allocation of Matching Contributions	22
	6.7	Limit on Tax-Deferred Contributions Matched	22
	6.8	Qualified Matching Contributions	22
	6.9	Verification of Amount of Employer Contributions by the Sponsor	23
	6.10	Payment of Employer Contributions	23
	6.11	Allocation Requirements for Employer Contributions	23
	6.12	Vesting of Employer Contributions	23
	6.13	Election of Former Vesting Schedule	24
ARTICLE VII LIMITATIONS ON CONTRIBUTIONS			25
	7.1	Definitions	25
	7.2	Code Section 402(g) Limit	28
	7.3	Distribution of Excess Deferrals	29
	7.4	Limitation on Tax-Deferred Contributions of Highly Compensated Employees	29
	7.5	Determination and Allocation of Excess Tax-Deferred Contributions Among Highly Compensated Employees	31
	7.6	Distribution of Excess Tax-Deferred Contributions	32
	7.7	Limitation on Matching Contributions of Highly Compensated Employees	32
	7.8	Determination and Allocation of Excess Matching Contributions Among Highly Compensated Employees	33
	7.9	Forfeiture or Distribution of Excess Contributions	34
	7.10	Multiple Use Limitation	35
	7.11	Treatment of Forfeited Matching Contributions	35
	7.12	Determination of Income or Loss	36
	7.13	Code Section 415 Limitations on Crediting of Contributions and Forfeitures	36
	7.14	Application of Code Section 415 Limitations Where Participant is Covered Under Other Qualified Defined Contribution Plan	37
	7.15	Scope of Limitations	37
ARTICLE VIII TRUST FUNDS AND ACCOUNTS			38
	8.1	General Fund	38

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	8.2	Investment Funds	38
	8.3	Loan Investment Fund	38
	8.4	Employer Stock Investment Fund	38
	8.5	Income on Trust	39
	8.6	Accounts	39
	8.7	Sub-Accounts	39
ARTICLE IX LIFE INSURANCE CONTRACTS			40
	9.1	Purchase of Contracts	40
	9.2	Payment of Premiums	40
	9.3	Overriding Conditions and Limitations	40
	9.4	Death Benefits	42
	9.5	Other Distributions; Vesting	42
	9.6	Suspension of Further Purchases of Life Insurance Contracts	43
ARTICLE X DEPOSIT AND INVESTMENT OF CONTRIBUTIONS			44
	10.1	Future Contribution Investment Elections	44
	10.2	Deposit of Contributions	44
	10.3	Election to Transfer Between Funds	44
	10.4	404(c) Protection	45
ARTICLE XI CREDITING AND VALUING ACCOUNTS			46
	11.1	Crediting Accounts	46
	11.2	Valuing Accounts	46
	11.3	Plan Valuation Procedures	46
	11.4	Finality of Determinations	47
	11.5	Notification	47
ARTICLE XII LOANS			48
	12.1	Application for Loan	48
	12.2	Reduction of Account Upon Distribution	48
	12.3	Requirements to Prevent a Taxable Distribution	48
	12.4	Administration of Loan Investment Fund	50
	12.5	Default	51
	12.6	Deemed Distribution Under Code Section 72(p)	51
	12.7	Treatment of Outstanding Balance of Loan Deemed Distributed Under Code Section 72(p)	51
	12.8	Special Rules Applicable to Loans	52
	12.9	Loans Granted Prior to Amendment	52
ARTICLE XIII WITHDRAWALS WHILE EMPLOYED			53
	13.1	Non-Hardship Withdrawals of After-Tax Contributions	53
	13.2	Non-Hardship Withdrawals of Rollover Contributions	53
	13.3	Age 59 1/2 Withdrawals	53

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	13.4	Overall Limitations on Non-Hardship Withdrawals	53
	13.5	Hardship Withdrawals	54
	13.6	Hardship Determination	54
	13.7	Satisfaction of Necessity Requirement for Hardship Withdrawals	54
	13.8	Conditions and Limitations on Hardship Withdrawals	55
	13.9	Order of Withdrawal from a Participant’s Sub-Accounts	55
ARTICLE XIV TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE			57
	14.1	Termination of Employment and Settlement Date	57
	14.2	Separate Accounting for Non-Vested Amounts	57
	14.3	Disposition of Non-Vested Amounts	57
	14.4	Treatment of Forfeited Amounts	58
	14.5	Recrediting of Forfeited Amounts	59
ARTICLE XV DISTRIBUTIONS			60
	15.1	Distributions to Participants	60
	15.2	Partial Distributions to Retired or Terminated Participants	60
	15.3	Distributions to Beneficiaries	60
	15.4	Cash Outs and Participant Consent	61
	15.5	Required Commencement of Distribution	61
	15.6	Transition Rules for Required Commencement of Distribution	62
	15.7	Reemployment of a Participant	62
	15.8	Restrictions on Alienation	62
	15.9	Facility of Payment	62
	15.10	Inability to Locate Payee	63
	15.11	Distribution Pursuant to Qualified Domestic Relations Orders	63
ARTICLE XVI FORM OF PAYMENT			64
	16.1	Form of Payment	64
	16.2	Direct Rollover	64
	16.3	Notice Regarding Form of Payment	65
	16.4	Distribution in the Form of Employer Stock	65
ARTICLE XVII BENEFICIARIES			66
	17.1	Designation of Beneficiary	66
	17.2	Spousal Consent Requirements	66
ARTICLE XVIII ADMINISTRATION			67
	18.1	Authority of the Sponsor	67
	18.2	Discretionary Authority	67

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	18.3	Action of the Sponsor	67
	18.4	Claims Review Procedure	68
	18.5	Qualified Domestic Relations Orders	69
	18.6	Indemnification	69
	18.7	Actions Binding	69
ARTICLE XIX AMENDMENT AND TERMINATION			70
	19.1	Amendment	70
	19.2	Limitation on Amendment	70
	19.3	Termination	70
	19.4	Reorganization	71
	19.5	Withdrawal of an Employer	72
ARTICLE XX ADOPTION BY OTHER ENTITIES			73
	20.1	Adoption by Related Companies	73
	20.2	Effective Plan Provisions	73
ARTICLE XXI MISCELLANEOUS PROVISIONS			74
	21.1	No Commitment as to Employment	74
	21.2	Benefits	74
	21.3	No Guarantees	74
	21.4	Expenses	74
	21.5	Precedent	74
	21.6	Duty to Furnish Information	74
	21.7	Merger, Consolidation, or Transfer of Plan Assets	75
	21.8	Back Pay Awards	75
	21.9	Condition on Employer Contributions	75
	21.10	Return of Contributions to an Employer	76
	21.11	Validity of Plan	76
	21.12	Trust Agreement	76
	21.13	Parties Bound	76
	21.14	Application of Certain Plan Provisions	76
	21.15	Merged Plans	77
	21.16	Transferred Funds	77
	21.17	Veterans Reemployment Rights	77
	21.18	Delivery of Cash Amounts	77
	21.19	Written Communications	77
ARTICLE XXII TOP-HEAVY PROVISIONS			79
	22.1	Definitions	79
	22.2	Applicability	81
	22.3	Minimum Employer Contribution	81
	22.4	Accelerated Vesting	82
APPENDIX TO THE RETIREMENT PLAN OF AGILYSYS, INC.			83

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SECTION I DEFINITIONS			83
	1.1	Definitions	83
SECTION II GENERAL RULES			84
	2.1	Effective Date	84
	2.2	Coordination with Minimum Distribution Requirements Previously in Effect	84
	2.3	Precedence	84
	2.4	Requirements of Treasury Regulations Incorporated	84
SECTION III TIME AND MANNER OF DISTRIBUTION			84
	3.1	Required Beginning Date	84
	3.2	Death of Participant Before Distributions Begin	85
	3.3	Forms of Distribution	85
SECTION IV REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT’S LIFETIME			86
	4.1	Amount of Required Minimum Distribution For Each Distribution Calendar Year	86
	4.2	Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death	86
SECTION V REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT’S DEATH			86
	5.1	Death On or After Date Distributions Begin	86
	5.2	Death Before Date Distributions Begin	87
SECTION VI SPECIAL RULES			88
	6.1	Election to Apply 5-Year Rule to Distributions to Designated Beneficiaries	88

A-vi

PREAMBLE

The Retirement Plan of Agilysys, Inc., originally effective as of April 1, 1972, is hereby amended and restated in its entirety. This amendment and restatement shall be effective as of January 1, 2006, but with respect only to employees who retire, die, or otherwise terminate their employment on or after said date. The Plan, as amended and restated hereby, is intended to qualify as a profit-sharing plan under Code Section 401(a), and includes a cash or deferred arrangement that is intended to qualify under Code Section 401(k). The Plan is maintained for the exclusive benefit of eligible employees and their beneficiaries.

Notwithstanding any other provision of the Plan to the contrary, a Participant’s vested interest in his Account under the Plan on and after the effective date of this amendment and restatement shall be not less than his vested interest in his account on the day immediately preceding the effective date.

Any sample amendment adopted by the Sponsor prior to this amendment and restatement for the purposes of complying with EGTRRA shall continue in effect after this amendment and restatement.

Effective as of 12/16/2002 and 7/31/2004 (respectively, the “merger dates”), The Retirement Plan of Pioneer Standard Electronics, Inc. II and Agilysys S.C. Inc. Retirement Plan (the “merged plans”) are merged into and made a part of the Plan. All assets and liabilities of the “merged plans” are transferred to and made a part of the Plan. Each Employee who was eligible to participate in a “merged plan” immediately prior to the respective “merger date” shall continue to be eligible to participate in the Plan on and after the respective “merger date”. In no event shall a Participant’s vested interest in his Sub-Account attributable to amounts transferred to the Plan from the “merged plans” (his “transferee Sub-Account”) on and after the respective “merger date” be less than his vested interest in his account under the “merged plan” immediately prior to the respective “merger date”. Notwithstanding any other provision of the Plan to the contrary, a Participant’s service credited for eligibility and vesting purposes under a “merged plan” as of the respective “merger date”, if any, shall be included as Eligibility and Vesting Service under the Plan to the extent Eligibility and Vesting Service are credited under the Plan.

Effective as of January 1, 2006 (the “merger date”), the CTS 401(k) Pension Plan (the “merged plan”) is merged into and made a part of the Plan. All assets and liabilities of the “merged plan” are transferred to and made a part of the Plan. Each Employee who was eligible to participate in the “merged plan” immediately prior to the “merger date” shall continue to be eligible to participate in the Plan on and after the “merger date”. In no event shall a Participant’s vested interest in his Sub-Account attributable to amounts transferred to the Plan from the “merged plan” (his “transferee Sub-Account”) on and after the “merger date” be less than his vested interest in his account under the “merged

1

plan” immediately prior to the “merger date”. With respect to Participants who are active Employees of the Employer as of the “merger date,” amounts attributable to Employer Contributions shall vest in accordance with the vesting schedule applicable to such amounts under the Plan, which vesting schedule is more favorable in all years to the vesting schedule in the “merged plan.” Any Participant who terminated employment prior to the “merger date” shall have their vested interest determined under the vesting schedules of the “merged plan” in effect immediately prior to the “merger date.”

Notwithstanding any other provision of the Plan to the contrary, a Participant’s service credited for eligibility and vesting purposes under the “merged plan” as of the “merger date”, if any, shall be included as Eligibility and Vesting Service under the Plan to the extent Eligibility and Vesting Service are credited under the Plan.

The “merged plan” provides that service for purposes of vesting is credited based on Hours of Service and computation periods in accordance with Department of Labor Regulations sections 2530.200 through 2530.203 to employment covered under the plan. The Plan provides that service for purposes of vesting is credited based on elapsed time in accordance with Treasury Regulations section 1.410(a)-7. Therefore, notwithstanding anything in the Plan to the contrary, if an Employee who was a Participant in the “merged plan” transfers between methods of crediting vesting service, such Employee shall be credited with the number of years equal to the number of Years of Service for vesting credited to the Employee under the “merged plan” as of the “merger date.” In addition, the Employee shall receive credit for service subsequent to the “merger date” equal to the Vesting Service described under the provisions of Article II. For this purpose, if an Employee was hired prior to January 1, 2005, the “employment commencement date” for determining “continuous service” shall mean the anniversary of the date the Employee first completed an Hour of Service with Communication Technical Systems, Inc. that coincides with or immediately follows January 1, 2005.

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ARTICLE I
DEFINITIONS

1.1 Plan Definitions

As used herein, the following words and phrases have the meanings hereinafter set forth, unless a different meaning is plainly required by the context:

An “Account” means the account maintained by the Trustee in the name of a Participant that reflects his interest in the Trust and any Sub-Accounts maintained thereunder, as provided in Article VIII.

The “Administrator” means the Sponsor unless the Sponsor designates another person or persons to act as such.

An “After-Tax Contribution” means any after-tax employee contribution made by a Participant to the Plan as may be permitted under Article V or as may have been permitted under the terms of the Plan prior to this amendment and restatement or any after-tax employee contribution made by a Participant to another plan that is transferred directly to the Plan.

The “Beneficiary” of a Participant means the person or persons entitled under the provisions of the Plan to receive distribution hereunder in the event the Participant dies before receiving distribution of his entire interest under the Plan.

A Participant’s “Benefit Payment Date” means the first day on which all events have occurred which entitle the Participant to receive payment of his benefit.

The “Code” means the Internal Revenue Code of 1986, as amended from time to time. Reference to a Code section includes such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.

The “Compensation” of a Participant for any period means the wages as defined in Code Section 3401(a), determined without regard to any rules that limit compensation included in wages based on the nature or location of the employment or services performed, and all other payments made to him for such period for services as an Employee for which his Employer is required to furnish the Participant a written statement under Code Sections 6041(d), 6051(a)(3), and 6052 (commonly referred to as W-2 earnings), but excluding reimbursements or other expense allowances, fringe benefits, moving expenses, deferred compensation, and welfare benefits.

In addition to the foregoing, Compensation includes any amount that would have been included in the foregoing description, but for the Participant’s election to defer payment of such amount under Code Section 125, 402(e)(3), 402(h)(1)(B), 403(b), or 457(b) and

3

certain contributions described in Code Section 414(h)(2) that are picked up by the employing unit and treated as employer contributions. Effective for Plan Years beginning on and after January 1, 2001, Compensation shall also include any amount that is not included in the Participant’s taxable gross income pursuant to Code Section 132(f).

In no event, however, shall the Compensation of a Participant taken into account under the Plan for any Plan Year exceed $150,000 (subject to adjustment annually as provided in Code Sections 401(a)(17)(B) and 415(d); provided, however, that the dollar increase in effect on January 1 of any calendar year, if any, is effective for Plan Years beginning in such calendar year). If the Compensation of a Participant is determined over a period of time that contains fewer than 12 calendar months, then the annual compensation limitation described above shall be adjusted with respect to that Participant by multiplying the annual compensation limitation in effect for the Plan Year by a fraction the numerator of which is the number of full months in the period and the denominator of which is 12; provided, however, that no proration is required for a Participant who is covered under the Plan for less than one full Plan Year if the formula for allocations is based on Compensation for a period of at least 12 months.

A “Contribution Period” means the period specified in Article VI for which Employer Contributions shall be made.

"Disabled” means a Participant can no longer continue in the service of his employer because of a mental or physical condition that is likely to result in death or is expected to continue for a period of at least six months. A Participant shall be considered Disabled only if:

(a) He is eligible to receive a disability benefit under the terms of the Social Security Act.

The “Early Retirement Date” of an employee means the date he attains age 55.

An “Eligible Employee” means any Employee who has met the eligibility requirements of Article III to participate in the Plan; provided, however, that any employee who has made an irrevocable one-time election not to participate in the Plan, as provided in Article III, shall not be considered an Eligible Employee for any Plan purpose.

The “Eligibility Service” of an employee means the period or periods of service credited to him under the provisions of Article II for purposes of determining his eligibility to participate in the Plan as may be required under Article III.

An “Employee” means all employees of an adopting Employer other than an individual who is: (1) employed as a student, temporary worker or as a seasonal employee; (2) a leased employee; (3) covered by a collective bargaining agreement that does not specifically provide for coverage under the Plan; or (4) a nonresident alien who does not receive United States source income. Any individual who is not treated by an Employer

4

as a common law employee of the Employer shall be excluded from Plan participation even if a court or administrative agency determines that such individual is a common law employee and not an independent contractor.

An “Employer” means the Sponsor and any entity which has adopted the Plan as may be provided under Article XX.

An “Employer Contribution” means the amount, if any, that an Employer contributes to the Plan as may be provided under Article VI or Article XXII.

An “Enrollment Date” means each day of the Plan Year.

"ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to a section of ERISA includes such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.

The “General Fund” means a Trust Fund maintained by the Trustee as required to hold and administer any assets of the Trust that are not allocated among any separate Investment Funds as may be provided in the Plan or the Trust Agreement. No General Fund shall be maintained if all assets of the Trust are allocated among separate Investment Funds.

A “Highly Compensated Employee” means any Employee or former Employee who is a “highly compensated active employee” or a “highly compensated former employee” as defined hereunder.

A “highly compensated active employee” includes any Employee who performs services for an Employer or any Related Company during the Plan Year and who (i) was a five percent owner at any time during the Plan Year or the “look back year” or (ii) received “compensation” from the Employers and Related Companies during the “look back year” in excess of $80,000 (subject to adjustment annually at the same time and in the same manner as under Code Section 415(d)) and was in the top paid group of employees for the “look back year”. An Employee is in the top paid group of employees if he is in the top 20 percent of the employees of his Employer and all Related Companies when ranked on the basis of compensation paid during the “look back year”.

A “highly compensated former employee” includes any Employee who (1) separated from service from an Employer and all Related Companies (or is deemed to have separated from service from an Employer and all Related Companies) prior to the Plan Year, (2) performed no services for an Employer or any Related Company during the Plan Year, and (3) was a “highly compensated active employee” for either the separation year or any Plan Year ending on or after the date the Employee attains age 55, as determined under the rules in effect under Code Section 414(q) for such year.

5

The determination of who is a Highly Compensated Employee hereunder, including determinations as to the number and identity of employees in the top paid group, shall be made in accordance with the provisions of Code Section 414(q) and regulations issued thereunder.

For purposes of this definition, the following terms have the following meanings:

(a)	An employee’s “compensation” means compensation as defined in Code Section 415(c)(3) and regulations issued thereunder.
(b)	The “look back year” means the 12-month period immediately preceding the Plan Year.

An “Hour of Service” with respect to a person means each hour, if any, that may be credited to him in accordance with the provisions of Article II.

An “Investment Fund” means any separate investment Trust Fund maintained by the Trustee as may be provided in the Plan or the Trust Agreement or any separate investment fund maintained by the Trustee, to the extent that there are Participant Sub-Accounts under such funds, to which assets of the Trust may be allocated and separately invested.

A “Matching Contribution” means any Employer Contribution made to the Plan on account of a Participant’s Tax-Deferred Contributions as provided in Article VI, including Regular Matching Contributions and any such contribution that is designated by an Employer as a Qualified Matching Contribution.

The “Normal Retirement Date” of an employee means the date he attains age 65.

A “Participant” means any person who has an Account in the Trust.

The “Plan” means The Retirement Plan of Agilysys, Inc., as from time to time in effect.

A “Plan Year” means the 12-consecutive-month period ending each December 31.

A “Predecessor Employer” means any company that is a predecessor organization to an Employer under the Code.

A “Profit-Sharing Contribution” means any Employer Contribution made to the Plan as provided in Article VI, other than Matching Contributions and Qualified Nonelective Contributions.

A “Qualified Matching Contribution” means any Matching Contribution made to the Plan as provided in Article VI that is 100 percent vested when made and may be taken

6

into account to satisfy the limitations on Tax-Deferred Contributions made by Highly Compensated Employees under Article VII.

A “Qualified Nonelective Contribution” means any Employer Contribution made to the Plan as provided in Article VI that is 100 percent vested when made and may be taken into account to satisfy the limitations on Tax-Deferred Contributions and/or Matching Contributions made by or on behalf of Highly Compensated Employees under Article VII, other than Qualified Matching Contributions.

A “Regular Matching Contribution” means any Matching Contribution made to the Plan at the rate specified in Article VI, other than any Matching Contribution characterized by the Employer as a Qualified Matching Contribution.

A “Related Company” means any corporation or business, other than an Employer, which would be aggregated with an Employer for a relevant purpose under Code Section 414.

A Participant’s “Required Beginning Date” means the following:

(a)	for a Participant who is not a “five percent owner”, April 1 of the calendar year following the calendar year in which occurs the later of the Participant’s (i) attainment of age 70 1/2 or (ii) Settlement Date.
(b)	for a Participant who is a “five percent owner”, April 1 of the calendar year following the calendar year in which the Participant attains age 70 1/2.

A Participant is a “five percent owner” if he is a five percent owner, as defined in Code Section 416(i) and determined in accordance with Code Section 416, but without regard to whether the Plan is top-heavy, for the Plan Year ending with or within the calendar year in which the Participant attains age 70 1/2. The Required Beginning Date of a Participant who is a “five percent owner” hereunder shall not be redetermined if the Participant ceases to be a five percent owner as defined in Code Section 416(i) with respect to any subsequent Plan Year.

A “Rollover Contribution” means any rollover contribution to the Plan made by a Participant as may be permitted under Article V.

The “Settlement Date” of a Participant means the date on which a Participant’s interest under the Plan becomes distributable in accordance with Article XV.

The “Sponsor” means Agilysys, Inc., and any successor thereto.

A “Sub-Account” means any of the individual sub-accounts of a Participant’s Account that is maintained as provided in Article VIII.

7

A “Tax-Deferred Contribution” means the amount contributed to the Plan on a Participant’s behalf by his Employer in accordance with Article IV.

The “Trust” means the trust, custodial accounts, annuity contracts, or insurance contracts maintained by the Trustee under the Trust Agreement.

The “Trust Agreement” means any agreement or agreements entered into between the Sponsor and the Trustee relating to the holding, investment, and reinvestment of the assets of the Plan, together with all amendments thereto and shall include any agreement establishing a custodial account, an annuity contract, or an insurance contract (other than a life, health or accident, property, casualty, or liability insurance contract) for the investment of assets if the custodial account or contract would, except for the fact that it is not a trust, constitute a qualified trust under Code Section 401.

The “Trustee” means the trustee or any successor trustee which at the time shall be designated, qualified, and acting under the Trust Agreement and shall include any insurance company that issues an annuity or insurance contract pursuant to the Trust Agreement or any person holding assets in a custodial account pursuant to the Trust Agreement. The Sponsor may designate a person or persons other than the Trustee to perform any responsibility of the Trustee under the Plan, other than trustee responsibilities as defined in ERISA Section 405(c)(3), and the Trustee shall not be liable for the performance of such person in carrying out such responsibility except as otherwise provided by ERISA. The term Trustee shall include any delegate of the Trustee as may be provided in the Trust Agreement.

A “Trust Fund” means any fund maintained under the Trust by the Trustee.

A “Valuation Date” means each business day of the Plan Year, except that certain Investment Funds may be valued on a less frequent basis, but not less frequently than annually..

The “Vesting Service” of an employee means the period or periods of service credited to him under the provisions of Article II for purposes of determining his vested interest in his Employer Contributions Sub-Account, if Employer Contributions are provided for under either Article VI or Article XXII.

1.2 Interpretation

Where required by the context, the noun, verb, adjective, and adverb forms of each defined term shall include any of its other forms. Wherever used herein, the masculine pronoun shall include the feminine, the singular shall include the plural, and the plural shall include the singular.

8

ARTICLE II
SERVICE

2.1 Special Definitions

For purposes of this Article, the following terms have the following meanings:

The “continuous service” of an employee means the continuous service credited to him in accordance with the provisions of this Article.

The “employment commencement date” of an employee means the date he first completes an Hour of Service.

A “maternity/paternity absence” means a person’s absence from employment with an Employer or a Related Company because of the person’s pregnancy, the birth of the person’s child, the placement of a child with the person in connection with the person’s adoption of the child, or the caring for the person’s child immediately following the child’s birth or adoption. A person’s absence from employment will not be considered a maternity/paternity absence unless the person furnishes the Administrator such timely information as may reasonably be required to establish that the absence was for one of the purposes enumerated in this paragraph and to establish the number of days of absence attributable to such purpose.

The “reemployment commencement date” of an employee means the first date following a “severance date” on which he again completes an Hour of Service.

The “severance date” of an employee means the earlier of (i) the date on which he retires, dies, or his employment with all Employers and Related Companies is otherwise terminated, or (ii) the first anniversary of the first date of a period during which he is absent from work with all Employers and Related Companies for any other reason; provided, however, that if he terminates employment with or is absent from work with all Employers and Related Companies on account of service with the armed forces of the United States, he shall not incur a “severance date” if he is eligible for reemployment rights under the Uniformed Services Employment and Reemployment Rights Act of 1994 and he returns to work with an Employer or a Related Company within the period during which he retains such reemployment rights, but, if he does not return to work within such period, his “severance date” shall be the earlier of the date which is one year after his absence commenced or the last day of the period during which he retains such reemployment rights.

2.2 Crediting of Hours of Service

A person shall be credited with an Hour of Service for:

9

(a)	Each hour for which he is paid, or entitled to payment, for the performance of duties for an Employer, a Predecessor Employer, or a Related Company during the applicable period; provided, however, that hours compensated at a premium rate shall be treated as straight-time hours.
(b)	Subject to the provisions of Section 2.3, each hour for which he is paid, or entitled to payment, by an Employer, a Predecessor Employer, or a Related Company on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), lay-off, jury duty, military duty, or leave of absence.
(c)	Each hour for which he would have been scheduled to work for an Employer, a Predecessor Employer, or a Related Company during the period that he is absent from work because of service with the armed forces of the United States provided he is eligible for reemployment rights under the Uniformed Services Employment and Reemployment Rights Act of 1994 and returns to work with an Employer or a Related Company within the period during which he retains such reemployment rights; provided, however, that the same Hour of Service shall not be credited under paragraph (b) of this Section and under this paragraph (c).
(d)	Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Employer, a Predecessor Employer, or a Related Company; provided, however, that the same Hour of Service shall not be credited both under paragraph (a) or (b) or (c) of this Section, as the case may be, and under this paragraph (d); and provided, further, that the crediting of Hours of Service for back pay awarded or agreed to with respect to periods described in such paragraph (b) shall be subject to the limitations set forth therein and in Section 2.3.

For purposes of crediting Hours of Service hereunder, employment with a corporation or business prior to the date such corporation or business becomes a Related Company shall be treated as employment with a Related Company.

2.3 Limitations on Crediting of Hours of Service

In the application of the provisions of paragraph (b) of Section 2.2, the following shall apply:

(a) An hour for which a person is directly or indirectly paid, or entitled to payment, on account of a period during which no duties are performed shall not be credited to him if such payment is made or due under a plan maintained solely for the purpose of complying with applicable workers’ compensation, unemployment compensation, or disability insurance laws.

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(b)	Hours of Service shall not be credited with respect to a payment which solely reimburses a person for medical or medically-related expenses incurred by him.
(c)	A payment shall be deemed to be made by or due from an Employer, a Predecessor Employer, or a Related Company (i) regardless of whether such payment is made by or due from such employer directly or indirectly, through (among others) a trust fund or insurer to which any such employer contributes or pays premiums, and (ii) regardless of whether contributions made or due to such trust fund, insurer, or other entity are for the benefit of particular persons or are on behalf of a group of persons in the aggregate.
(d)	No more than 501 Hours of Service shall be credited to a person on account of any single continuous period during which he performs no duties, unless no duties are performed due to service with the armed forces of the United States for which the person retains reemployment rights as provided in paragraph (c) of Section 2.2.

2.4 Department of Labor Rules

The rules set forth in paragraphs (b) and (c) of Department of Labor Regulations Section 2530.200b-2, which relate to determining Hours of Service attributable to reasons other than the performance of duties and crediting Hours of Service to particular periods, are hereby incorporated into the Plan by reference.

2.5 Crediting of Continuous Service

A person shall be credited with “continuous service” for the aggregate of the periods of time between his “employment commencement date” or any “reemployment commencement date” and the “severance date” that next follows such “employment commencement date” or “reemployment commencement date”; provided, however, that an employee who has a “reemployment commencement date” within the 12-consecutive-month period following the earlier of the first date of his absence or his “severance date” shall be credited with “continuous service” for the period between his “severance date” and “reemployment commencement date”.

2.6 Eligibility Service

Eligibility Service shall be determined in accordance with the following provisions:

(a) An employee shall be credited with Eligibility Service equal to his “continuous service”. Eligibility Service shall be computed in full months treating each calendar month or portion of a calendar month in which an employee is credited with “continuous service” as a month of Eligibility Service.

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(b) Notwithstanding the provisions of paragraph (a), “continuous service” completed by an employee prior to a “severance date” shall not be included in determining the employee’s Eligibility Service unless either (i) the employee had a nonforfeitable right to any portion of his Account, excluding that portion of his Account that is attributable to After-Tax or Rollover Contributions, as of his “severance date”, or (ii) the period of time between the employee’s “severance date” and his “reemployment commencement date” is less than the greater of five years or the employee’s period of “continuous service” determined as of such severance date”; provided, however, that solely for purposes of applying this paragraph, if a person is on a “maternity/paternity absence” beyond the first anniversary of the first day of such absence, his “severance date” shall be the second anniversary of the first day of such “maternity/paternity absence”.

2.7 Vesting Service

Vesting Service shall be determined in accordance with the following provisions:

(a)	An employee shall be credited with Vesting Service equal to his “continuous service”. Vesting Service shall be computed to the nearest 1/12th of a year treating each calendar month or portion of a calendar month in which an employee is credited with “continuous service” as 1/12th year of Vesting Service.
(b)	Notwithstanding the provisions of paragraph (a), “continuous service” completed by an employee prior to a “severance date” shall not be included in determining the employee’s years of Vesting Service unless

(i)	the employee has a “reemployment commencement date” within the 12-consecutive-month period following the “severance date”,
(ii)	the employee completes 12 consecutive months of “continuous service” after the “severance date” and the employee had a nonforfeitable right to any portion of his Account, excluding that portion of his Account that is attributable to After-Tax or Rollover Contributions, as of the “severance date”, or
(iii)	the employee completes 12 consecutive months of “continuous service” after the “severance date” and the period of time between the “severance date” and his “reemployment commencement date” is less than the greater of five years or his period of “continuous service” determined as of the “severance date”; provided, however, that solely for purposes of applying this paragraph, if a person is on a “maternity/paternity absence” beyond the first anniversary of the first day of such absence, his “severance date” shall be the second anniversary of the first day of such “maternity/paternity absence”.

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2.8 Exclusion of Vesting Service Earned Following a Break for Determining Vested Interest in Prior Accrued Benefit

Notwithstanding any other provision of the Plan to the contrary, Vesting Service completed by an Employee after his “reemployment commencement date” shall not be included in determining his vested interest in his Account attributable to employment prior to his immediately preceding “severance date” if the period of time between such “severance date” and his “reemployment commencement date” is equal to or greater than five years. For purposes of applying this Section, if a person is on a “maternity/paternity absence” beyond the first anniversary of the first day of such absence, his “severance date” shall be the second anniversary of the first day of such “maternity/paternity absence”.

2.9 Crediting of Service on Transfer or Amendment

Notwithstanding any other provision of the Plan to the contrary, if an Employee is transferred from employment covered under a qualified plan maintained by an Employer or a Related Company for which service is credited based on Hours of Service and computation periods in accordance with Department of Labor Regulations Section 2530.200 through 2530.203 to employment covered under the Plan or, prior to amendment, the Plan provided for crediting of service on the basis of Hours of Service and computation periods in accordance with Department of Labor Regulations Section 2530.200 through 2530.203, an affected Employee shall be credited with Eligibility Service and Vesting Service hereunder as provided in Treasury Regulations Section 1.410(a)-7(f)(1).

2.10 Crediting of Service to “Leased Employees”

Notwithstanding any other provision of the Plan to the contrary, a “leased employee” working for an Employer or a Related Company (other than an “excludable leased employee”) shall be considered an employee of such Employer or Related Company for purposes of Eligibility and Vesting Service crediting under the Plan, but shall not be eligible to participate in the Plan. Such “leased employee” shall also be considered an employee of such Employer or Related Company for purposes of applying Code Sections 401(a)(3), (4), (7), and (16), and 408(k), 415, and 416.

A “leased employee” means any person who performs services for an Employer or a Related Company (the “recipient”) (other than an employee of the “recipient”) pursuant to an agreement between the “recipient” and any other person (the “leasing organization”) on a substantially full-time basis for a period of at least one year, provided that such services are performed under primary direction of or control by the “recipient”. An “excludable leased employee” means any “leased employee” of the “recipient” who is covered by a money purchase pension plan maintained by the “leasing organization” which provides for (i) a nonintegrated employer contribution on behalf of each participant in the plan equal to at least ten percent of compensation, (ii) full and

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immediate vesting, and (iii) immediate participation by employees of the “leasing organization” (other than employees who perform substantially all of their services for the “leasing organization” or whose compensation from the “leasing organization” in each plan year during the four-year period ending with the plan year is less than $1,000); provided, however, that “leased employees” do not constitute more than 20 percent of the “recipient’s” nonhighly compensated work force. For purposes of this Section, contributions or benefits provided to a “leased employee” by the “leasing organization” that are attributable to services performed for the “recipient” shall be treated as provided by the “recipient”.

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ARTICLE III
ELIGIBILITY

3.1 Eligibility

Each Employee who was an Eligible Employee immediately prior to January 1, 2006 shall continue to be an Eligible Employee on January 1, 2006. Each other Employee shall become an Eligible Employee as of the Enrollment Date coinciding with or next following the date on which he has completed 60 days of Eligibility Service.

3.2 Transfers of Employment

If a person is transferred directly from employment with an Employer or with a Related Company in a capacity other than as an Employee to employment as an Employee, he shall become an Eligible Employee as of the date he is so transferred if prior to an Enrollment Date coinciding with or preceding such transfer date he has met the eligibility requirements of Section 3.1. Otherwise, the eligibility of a person who is so transferred to participate in the Plan shall be determined in accordance with Section 3.1.

3.3 Reemployment

If a person who terminated employment with an Employer and all Related Companies is reemployed as an Employee and if he had been an Eligible Employee prior to his termination of employment, he shall again become an Eligible Employee on the date he is reemployed. Otherwise, the eligibility of a person who terminated employment with an Employer and all Related Companies and who is reemployed by an Employer or a Related Company to participate in the Plan shall be determined in accordance with Section 3.1 or 3.2.

3.4 Notification Concerning New Eligible Employees

Each Employer shall notify the Administrator as soon as practicable of Employees becoming Eligible Employees as of any date.

3.5 Effect and Duration

Upon becoming an Eligible Employee, an Employee shall be entitled to make Tax-Deferred Contributions to the Plan in accordance with the provisions of Article IV and receive allocations of Employer Contributions in accordance with the provisions of Article VI (provided he meets any applicable requirements thereunder) and shall be bound by all the terms and conditions of the Plan and the Trust Agreement. A person shall continue as an Eligible Employee eligible to make Tax-Deferred Contributions to the Plan and to participate in allocations of Employer Contributions only so long as he continues employment as an Employee.

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3.6 One-Time Election Not to Participate

Notwithstanding any other provision of the Plan to the contrary, at the time that a person is first employed by an Employer or any Related Company or at the time an Employee first becomes eligible to make Tax-Deferred Contributions under the Plan (provided such Employee was not previously eligible to participate in any other cash or deferred arrangement maintained by an Employer or a Related Company), such Employee may make a one-time irrevocable election not to be eligible to make Tax-Deferred Contributions. An Employee’s election hereunder shall apply to the Plan and any other plan maintained or established by an Employer or a Related Company that contains a cash or deferred arrangement for the duration of the Employee’s employment with all Employers and Related Companies. An Employee who makes a one-time election in accordance with the provisions of this Section shall not be considered an Eligible Employee for purposes of applying the limitations on Tax-Deferred Contributions of Highly Compensated Employees under Article VII.

An Employee who makes a one-time irrevocable election not to be eligible to make Tax-Deferred Contributions shall also be deemed to have elected not to be eligible to receive allocations of Profit-Sharing Contributions, Qualified Nonelective Contributions, and Matching Contributions and he shall not be treated as an Eligible Employee for such Plan purposes. If such deemed election is made at the time the Employee first became eligible to make employee contributions or receive allocations of matching contributions under any plan maintained by an Employer or a Related Company, he shall be considered to have made a one-time irrevocable election not to be eligible to make employee contributions or receive allocations of matching contributions under the Plan (or any other plan maintained or established by an Employer or a Related Company) for the duration of his employment with all Employers and Related Companies. An Employee who is treated as having made a one-time election in accordance with the preceding sentence shall not be considered an “eligible participant” (as defined in Article VII) for purposes of applying the limitations on Matching Contributions of Highly Compensated Employees under Article VII.

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ARTICLE IV
TAX-DEFERRED CONTRIBUTIONS

4.1 Tax-Deferred Contributions

Effective as of the date he becomes an Eligible Employee, each Eligible Employee may elect, in accordance with rules prescribed by the Administrator, to have Tax-Deferred Contributions made to the Plan on his behalf by his Employer as hereinafter provided. An Eligible Employee’s election shall include his authorization for his Employer to reduce his Compensation and to make Tax-Deferred Contributions on his behalf. An Eligible Employee who elects not to have Tax-Deferred Contributions made to the Plan as of the first Enrollment Date he becomes eligible to participate may change his election by amending his reduction authorization as prescribed in this Article.

Tax-Deferred Contributions on behalf of an Eligible Employee shall commence as soon as administratively practicable on or after the date on which his election is effective.

4.2 Amount of Tax-Deferred Contributions

The amount of Tax-Deferred Contributions to be made to the Plan on behalf of an Eligible Employee by his Employer shall be an integral percentage of his Compensation of not less than 1 percent nor more than 50 percent. Notwithstanding the preceding, the amount of Tax-Deferred Contributions to be made to the Plan on behalf of an Eligible Employee who is classified as a Highly Compensated Employee shall be not less than 1 percent nor more than 7 percent.

In the event an Eligible Employee elects to have his Employer make Tax-Deferred Contributions on his behalf, his Compensation shall be reduced for each payroll period by the percentage he elects to have contributed on his behalf to the Plan in accordance with the terms of his currently effective reduction authorization.

4.3 Automatic Deferral Elections

If at the time he becomes an Eligible Employee an Employee has not affirmatively elected to have Tax-Deferred Contributions made to the Plan on his behalf in accordance with the provisions of Sections 4.1 and 4.2, his Employer shall make Tax-Deferred Contributions on his behalf in an amount equal to 6 percent of the Eligible Employee’s Compensation. The Compensation otherwise payable to an Eligible Employee on whose behalf Tax-Deferred Contributions are made in accordance with the provisions of this Section shall be reduced by the amount of such Tax-Deferred Contributions.

As of the date he becomes an Eligible Employee, an Eligible Employee to whom this Section would otherwise apply may affirmatively elect, in accordance with rules prescribed by the Administrator, not to have Tax-Deferred Contributions made on his

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behalf in accordance with the provisions of this Section. Such affirmative election must be recorded with the Administrator either prior to the date the Employee becomes an Eligible Employee or within a reasonable period of time following such date, but not later than the first date Compensation subject to reduction hereunder becomes available to the Eligible Employee.

4.4 Notice of Automatic Deferral Election

At the time an Employee becomes an Eligible Employee, the Administrator shall provide the Eligible Employee with a notice explaining the automatic reduction in his Compensation for purposes of making Tax-Deferred Contributions in accordance with the preceding Section and the Employee’s right to affirmatively elect either a different reduction amount or no reduction. The notice shall describe the procedures for making such an election and the period in which such an election may be made. In addition, the Administrator shall provide annual notice to Eligible Employees of the amount by which their Compensation is being reduced for purposes of making Tax-Deferred Contributions, if any, and their right to change such amount as provided in the Plan.

4.5 Amendments to Reduction Authorization

An Eligible Employee may elect, in the manner prescribed by the Administrator, to change the amount of his future Compensation that his Employer contributes on his behalf as Tax-Deferred Contributions. An Eligible Employee may amend his reduction authorization at such time or times during the Plan Year as the Administrator may prescribe by giving such number of days advance notice of his election as the Administrator may prescribe. An Eligible Employee who amends his reduction authorization shall be limited to selecting an amount of his Compensation that is otherwise permitted under this Article IV. Tax-Deferred Contributions shall be made on behalf of such Eligible Employee by his Employer pursuant to his properly amended reduction authorization commencing with Compensation paid to the Eligible Employee on or after the date such amendment is effective, until otherwise altered or terminated in accordance with the Plan.

4.6 Suspension of Tax-Deferred Contributions

An Eligible Employee on whose behalf Tax-Deferred Contributions are being made may elect, in the manner prescribed by the Administrator, to have such contributions suspended at any time by giving such number of days advance notice of his election as the Administrator may prescribe. Any such voluntary suspension shall take effect commencing with Compensation paid to such Eligible Employee on or after the expiration of the required notice period and shall remain in effect until Tax-Deferred Contributions are resumed as hereinafter set forth.

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4.7 Resumption of Tax-Deferred Contributions

An Eligible Employee who has voluntarily suspended his Tax-Deferred Contributions may elect, in the manner prescribed by the Administrator, to have such contributions resumed. An Eligible Employee may make such election at such time or times during the Plan Year as the Administrator may prescribe, by giving such number of days advance notice of his election as the Administrator may prescribe.

4.8 Delivery of Tax-Deferred Contributions

As soon after the date an amount would otherwise be paid to an Employee as it can reasonably be separated from Employer assets, each Employer shall cause to be delivered to the Trustee in cash all Tax-Deferred Contributions attributable to such amounts.

4.9 Vesting of Tax-Deferred Contributions

A Participant’s vested interest in his Tax-Deferred Contributions Sub-Account shall be at all times 100 percent.

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ARTICLE V
AFTER-TAX AND ROLLOVER CONTRIBUTIONS

5.1 Prior After-Tax Contributions

Eligible Employees are not currently permitted to make After-Tax Contributions to the Plan. However, the Plan includes assets attributable to After-Tax Contributions made to the Plan prior to the effective date of this amendment and restatement.

5.2 Rollover Contributions

An Employee who was a participant in a plan qualified under Code Section 401 and who receives (or is eligible to receive) a cash distribution from such plan that he elects either (i) to roll over immediately to a qualified retirement plan or (ii) to roll over into a conduit IRA from which he receives a later cash distribution, may elect to make a Rollover Contribution to the Plan if he is entitled under Code Section 402(c) or 408(d)(3)(A) to roll over such distribution to another qualified retirement plan. The Administrator may require an Employee to provide it with such information as it deems necessary or desirable to show that he is entitled to roll over such distribution to another qualified retirement plan. An Employee shall make a Rollover Contribution to the Plan by delivering, or causing to be delivered, to the Trustee the cash that constitutes the Rollover Contribution amount. If the Employee received a cash distribution that he is rolling over, such delivery must be made within 60 days of receipt of the distribution from the plan or from the conduit IRA in the manner prescribed by the Administrator.

5.3 Vesting of After-Tax Contributions and Rollover Contributions

A Participant’s vested interest in his After-Tax Contributions Sub-Account and his Rollover Contributions Sub-Account shall be at all times 100 percent.

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ARTICLE VI
EMPLOYER CONTRIBUTIONS

6.1 Contribution Period

The Contribution Periods for Employer Contributions shall be as follows:

(a)	The Contribution Period for Matching Contributions under the Plan is each payroll period.
(b)	The Contribution Period for Qualified Nonelective Contributions under the Plan is each Plan Year.
(c)	The Contribution Period for Profit-Sharing Contributions under the Plan is each Plan Year.

6.2 Profit-Sharing Contributions

Each Employer may, in its discretion, make a Profit-Sharing Contribution to the Plan for the Contribution Period in an amount determined by the Employer.

6.3 Allocation of Profit-Sharing Contributions

Any Profit-Sharing Contribution made by an Employer for a Contribution Period shall be allocated among its Eligible Employees during the Contribution Period who have met the allocation requirements for Profit-Sharing Contributions described in this Article. The allocable share of each such Eligible Employee shall be in the ratio which his Compensation from the Employer for the Contribution Period bears to the aggregate of such Compensation for all such Eligible Employees.

An Employer may designate any portion or all of its Profit-Sharing Contribution as a Qualified Nonelective Contribution. Amounts that are designated as Qualified Nonelective Contributions shall be accounted for separately and may be withdrawn only as permitted under the Plan.

6.4 Qualified Nonelective Contributions

Each Employer may, in its discretion, make a Qualified Nonelective Contribution to the Plan for the Contribution Period in an amount determined by the Sponsor.

6.5 Allocation of Qualified Nonelective Contributions

Any Qualified Nonelective Contribution made by an Employer for the Contribution Period shall be allocated among its Eligible Employees during the Contribution Period

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who have met the allocation requirements for Qualified Nonelective Contributions described in this Article, other than any such Eligible Employee who is a Highly Compensated Employee. The allocable share of each such Eligible Employee in the Qualified Nonelective Contribution shall be either (i) in the ratio which his Compensation from the Employer for the Contribution Period bears to the aggregate of such Compensation for all such Eligible Employees or (ii) a flat dollar amount, as determined by the Sponsor for the Contribution Period. Notwithstanding any other provision of the Plan to the contrary, Compensation earned by an Eligible Employee during a Contribution Period, but prior to the date on which the Employee first became an Eligible Employee, shall be excluded in determining the amount of the Eligible Employee’s allocable share of the Qualified Nonelective Contribution for such Contribution Period.

6.6 Amount and Allocation of Matching Contributions

Each Employer may, in its discretion, make a Matching Contribution to the Plan for each Contribution Period in an amount up to 50 percent of the aggregate Tax-Deferred Contributions made for the Contribution Period on behalf of its Eligible Employees during the Contribution Period who have met the allocation requirements for Matching Contributions described in this Article.

Notwithstanding the foregoing, if any Matching Contribution made by an Employer for the Contribution Period is less than the maximum contribution amount specified above, the Matching Contribution shall be allocated among such Employer’s Eligible Employees who have met the allocation requirements for Matching Contributions in the ratio that the Tax-Deferred Contributions made for the Contribution Period on behalf of each such Eligible Employee bear to the aggregate Tax-Deferred Contributions made for the Contribution Period on behalf of all such Eligible Employees.

6.7 Limit on Tax-Deferred Contributions Matched

Notwithstanding any other provision of this Article to the contrary, Tax-Deferred Contributions made to the Plan on behalf of an Eligible Employee for a Contribution Period that exceed 6 percent of the Eligible Employee’s Compensation for the Contribution Period shall be excluded in determining the amount and allocation of Matching Contributions with respect to such Eligible Employee for the Contribution Period.

6.8 Qualified Matching Contributions

An Employer may designate any portion or all of its Matching Contribution as a Qualified Matching Contribution. Amounts that are designated as Qualified Matching Contributions shall be accounted for separately and may be withdrawn only as permitted under the Plan.

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6.9 Verification of Amount of Employer Contributions by the Sponsor

The Sponsor shall verify the amount of Employer Contributions to be made by each Employer in accordance with the provisions of the Plan. Notwithstanding any other provision of the Plan to the contrary, the Sponsor shall determine the portion of the Employer Contribution to be made by each Employer with respect to an Employee who transfers from employment with one Employer as an Employee to employment with another Employer as an Employee.

6.10 Payment of Employer Contributions

Employer Contributions made for a Contribution Period shall be paid in cash or in qualifying employer securities, as defined in ERISA Section 407(d)(5), to the Trustee within the period of time required under the Code in order for the contribution to be deductible by the Employer in determining its Federal income taxes for the Plan Year.

6.11 Allocation Requirements for Employer Contributions

A person who was an Eligible Employee during a Contribution Period shall be eligible to receive an allocation of Profit-Sharing Contributions for such Contribution Period only if (i) he is employed as an Employee on the last day of the Contribution Period and (ii) he has completed at least 1,000 Hours of Service during the Contribution Period. The number of Hours of Service required to receive an allocation of Profit-Sharing Contributions hereunder shall be pro-rated for any short Contribution Period.

A person who was an Eligible Employee at any time during a Contribution Period shall be eligible to receive an allocation of Matching Contributions for such Contribution Period.

A person who was an Eligible Employee at any time during a Contribution Period shall be eligible to receive an allocation of Qualified Nonelective Contributions for such Contribution Period.

6.12 Vesting of Employer Contributions

A Participant’s vested interest in his Qualified Nonelective and Qualified Matching Contributions Sub-Accounts shall be at all times 100 percent.

A Participant’s vested interest in his Profit-Sharing and Regular Matching Contributions Sub-Accounts shall be determined in accordance with the following schedule:

Years of Vesting Service	Vested Interest
Less than 1		0	%

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Years of Vesting Service	Vested Interest
1, but less than 2		20	%
2, but less than 3		40	%
3, but less than 4		60	%
4, but less than 5		80	%
5 or more		100	%

Notwithstanding the foregoing, if a Participant is employed by an Employer or a Related Company on his Normal Retirement Date, his Early Retirement Date, the date he dies, or the date he becomes Disabled, his vested interest in his Profit-Sharing and Regular Matching Contributions Sub-Accounts shall be 100 percent.

6.13 Election of Former Vesting Schedule

If the Sponsor adopts an amendment to the Plan that directly or indirectly affects the computation of a Participant’s vested interest in his Employer Contributions Sub-Account, any Participant with three or more years of Vesting Service shall have a right to have his vested interest in his Employer Contributions Sub-Account continue to be determined under the vesting provisions in effect prior to the amendment rather than under the new vesting provisions, unless the vested interest of the Participant in his Employer Contributions Sub-Account under the Plan as amended is not at any time less than such vested interest determined without regard to the amendment. A Participant shall exercise his right under this Section by giving written notice of his exercise thereof to the Administrator within 60 days after the latest of (i) the date he receives notice of the amendment from the Administrator, (ii) the effective date of the amendment, or (iii) the date the amendment is adopted. Notwithstanding the foregoing, a Participant’s vested interest in his Employer Contributions Sub-Account on the effective date of such an amendment shall not be less than his vested interest in his Employer Contributions Sub-Account immediately prior to the effective date of the amendment.

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ARTICLE VII
LIMITATIONS ON CONTRIBUTIONS

7.1 Definitions

For purposes of this Article, the following terms have the following meanings:

The “aggregate limit” means the sum of (i) 125 percent of the greater of the average “contribution percentage” for “eligible participants” other than Highly Compensated Employees or the average “deferral percentage” for Eligible Employees other than Highly Compensated Employees and (ii) the lesser of 200 percent or two plus the lesser of such average “contribution percentage” or average “deferral percentage”, or, if it would result in a larger “aggregate limit”, the sum of (iii) 125 percent of the lesser of the average “contribution percentage” for “eligible participants” other than Highly Compensated Employees or the average “deferral percentage” for Eligible Employees other than Highly Compensated Employees and (iv) the lesser of 200 percent or two plus the greater of such average “contribution percentage” or average “deferral percentage”. For purposes of determining the “aggregate limit”, the “contribution percentages” and “deferral percentages” used shall be for the applicable “testing year”.

The “annual addition” with respect to a Participant for a “limitation year” means the sum of the Tax-Deferred Contributions, Employer Contributions, and forfeitures allocated to his Account for the “limitation year” (including any “excess contributions” that are distributed pursuant to this Article), the employer contributions, “employee contributions”, and forfeitures allocated to his accounts for the “limitation year” under any other qualified defined contribution plan (whether or not terminated) maintained by an Employer or a Related Company concurrently with the Plan, and amounts described in Code Sections 415(l)(2) and 419A(d)(2) allocated to his account for the “limitation year”.

The “contribution percentage” with respect to an “eligible participant” for a particular Plan Year means the ratio of the Matching Contributions made to the Plan on his behalf for the Plan Year to his “test compensation” for such Plan Year. To the extent permitted by regulations issued under Code Section 401(m), the Sponsor may elect to include the Tax-Deferred Contributions and/or Qualified Nonelective Contributions made to the Plan on an “eligible participant’s” behalf for the Plan Year in computing the numerator of such “eligible participant’s” “contribution percentage”. Notwithstanding the foregoing, any Tax-Deferred Contributions, Qualified Matching Contributions, and/or Qualified Nonelective Contributions that are included in determining the numerator of an “eligible participant’s” “deferral percentage” may not be included in determining the numerator of his “contribution percentage”.

Contributions made on an “eligible participant’s” behalf for a Plan Year shall be included in determining his “contribution percentage” for such Plan Year only if the contributions are allocated to the “eligible participant’s” Account as of a date within such Plan Year and

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are made to the Plan before the end of the 12-month period immediately following the Plan Year to which the contributions relate. The determination of an “eligible participant’s” “contribution percentage” shall be made after any reduction required to satisfy the Code Section 415 limitations is made as provided in this Article VII and shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

The “deferral percentage” with respect to an Eligible Employee for a particular Plan Year means the ratio of the Tax-Deferred Contributions made on his behalf for the Plan Year to his “test compensation” for the Plan Year. To the extent permitted by regulations issued under Code Section 401(k), the Sponsor may elect to include Qualified Matching Contributions and/or Qualified Nonelective Contributions made to the Plan on the Eligible Employee’s behalf for the Plan Year in computing the numerator of such Eligible Employee’s “deferral percentage”. Notwithstanding the foregoing, any Tax-Deferred Contributions, Qualified Matching Contributions, and/or Qualified Nonelective Contributions that are included in determining the numerator of an Eligible Employee’s “contribution percentage” may not be included in determining the numerator of his “deferral percentage”.

Contributions made on an Eligible Employee’s behalf for a Plan Year shall be included in determining his “deferral percentage” for such Plan Year only if they meet the following requirements:

(a)	Tax-Deferred Contributions must relate to Compensation that would, but for the Eligible Employee’s deferral election, have been received by the Eligible Employee during such Plan Year.
(b)	The contributions must be allocated to the Eligible Employee’s Account as of a date within such Plan Year.
(c)	The contributions must be made to the Plan before the end of the 12-month period immediately following the Plan Year to which they relate.

The determination of an Eligible Employee’s “deferral percentage” shall be made after any reduction required to satisfy the Code Section 415 limitations is made as provided in this Article VII and shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

An “elective contribution” means any employer contribution made to a plan maintained by an Employer or a Related Company on behalf of a Participant in lieu of cash compensation pursuant to his written election to defer under any qualified CODA as described in Code Section 401(k), any simplified employee pension cash or deferred arrangement as described in Code Section 402(h)(1)(B), any eligible deferred compensation plan under Code Section 457, or any plan as described in Code Section 501(c)(18), and any contribution made on behalf of the Participant by an Employer or a

26

Related Company for the purchase of an annuity contract under Code Section 403(b) pursuant to a salary reduction agreement.

An “eligible participant” means any Eligible Employee who is eligible to have Tax-Deferred Contributions made on his behalf (if Tax-Deferred Contributions are taken into account in determining “contribution percentages”), or to participate in the allocation of Matching Contributions (including forfeitures attributable to Matching Contributions).

Notwithstanding the foregoing, Employees who have made an irrevocable one-time election not to participate in the Plan by making Tax-Deferred Contributions as provided in Article III shall not be included as “eligible participants”.

An “employee contribution” means any employee after-tax contribution allocated to an Eligible Employee’s account under any qualified plan of an Employer or a Related Company.

An “excess contribution” means any contribution made to the Plan on behalf of a Participant that exceeds one of the limitations described in this Article.

An “excess deferral” with respect to a Participant means that portion of a Participant’s Tax-Deferred Contributions for his taxable year that, when added to amounts deferred for such taxable year under other plans or arrangements described in Code Section 401(k), 408(k), or 403(b) (other than any such plan or arrangement that is maintained by an Employer or a Related Company), would exceed the dollar limit imposed under Code Section 402(g) as in effect on January 1 of the calendar year in which such taxable year begins and is includible in the Participant’s gross income under Code Section 402(g).

A “limitation year” means the Plan Year.

A “matching contribution” means any employer contribution allocated to an Eligible Employee’s account under any plan of an Employer or a Related Company solely on account of “elective contributions” made on his behalf or “employee contributions” made by him.

A “qualified matching contribution” means any employer contribution allocated to an Eligible Employee’s account under any plan of an Employer or a Related Company solely on account of “elective contributions” made on his behalf or “employee contributions” made by him that is a qualified matching contribution as defined in regulations issued under Code Section 401(k), is nonforfeitable when made, and is distributable only as permitted in regulations issued under Code Section 401(k).

A “qualified nonelective contribution” means any employer contribution allocated to an Eligible Employee’s account under any plan of an Employer or a Related Company that the Participant could not elect instead to receive in cash, that is a qualified nonelective contribution as defined in Code Sections 401(k) and 401(m) and regulations issued

27

thereunder, is nonforfeitable when made, and is distributable only as permitted in regulations issued under Code Section 401(k).

The “test compensation” of an Eligible Employee or “eligible participant” for a Plan Year means compensation as defined in Code Section 414(s) and regulations issued thereunder, limited, however, to $150,000 (subject to adjustment annually as provided in Code Sections 401(a)(17)(B) and 415(d); provided, however, that the dollar increase in effect on January 1 of any calendar year, if any, is effective for Plan Years beginning in such calendar year) and, if elected by the Sponsor, further limited solely to “test compensation” of an Employee attributable to periods of time when he is an Eligible Employee or “eligible participant”. If the “test compensation” of an Eligible Employee or “eligible participant” is determined over a period of time that contains fewer than 12 calendar months, then the annual compensation limitation described above shall be adjusted with respect to that Eligible Employee or “eligible participant” by multiplying the annual compensation limitation in effect for the Plan Year by a fraction the numerator of which is the number of full months in the period and the denominator of which is 12; provided, however, that no proration is required for an Eligible Employee or “eligible participant” who is covered under the Plan for less than one full Plan Year if the formula for allocations is based on Compensation for a period of at least 12 months.

The “testing year” means the Plan Year for which the limitations on “deferral percentages” and “contribution percentages” of Highly Compensated Employees are being determined.

7.2 Code Section 402(g) Limit

In no event shall the amount of the Tax-Deferred Contributions made on behalf of an Eligible Employee for his taxable year, when aggregated with any “elective contributions” made on behalf of the Eligible Employee under any other plan of an Employer or a Related Company for his taxable year, exceed the dollar limit imposed under Code Section 402(g), as in effect on January 1 of the calendar year in which such taxable year begins. In the event that the Administrator determines that the reduction percentage elected by an Eligible Employee will result in his exceeding the Code Section 402(g) limit, the Administrator may adjust the reduction authorization of such Eligible Employee by reducing the percentage of his Tax-Deferred Contributions to such smaller percentage that will result in the Code Section 402(g) limit not being exceeded. If the Administrator determines that the Tax-Deferred Contributions made on behalf of an Eligible Employee would exceed the Code Section 402(g) limit for his taxable year, the Tax-Deferred Contributions for such Participant shall be automatically suspended for the remainder, if any, of such taxable year.

If an Employer notifies the Administrator that the Code Section 402(g) limit has nevertheless been exceeded by an Eligible Employee for his taxable year, the Tax-Deferred Contributions that, when aggregated with “elective contributions” made on behalf of the Eligible Employee under any other plan of an Employer or a Related

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Company, would exceed the Code Section 402(g) limit, plus any income and minus any losses attributable thereto, shall be distributed to the Eligible Employee no later than the April 15 immediately following such taxable year. Any Tax-Deferred Contributions that are distributed to an Eligible Employee in accordance with this Section shall not be taken into account in determining the Eligible Employee’s “deferral percentage” for the “testing year” in which the Tax-Deferred Contributions were made, unless the Eligible Employee is a Highly Compensated Employee.

If an amount of Tax-Deferred Contributions is distributed to a Participant in accordance with this Section, Matching Contributions that are attributable solely to the distributed Tax-Deferred Contributions, plus any income and minus any losses attributable thereto, shall be forfeited by the Participant no earlier than the date on which distribution of Tax-Deferred Contributions pursuant to this Section occurs and no later than the last day of the Plan Year following the Plan Year for which the Matching Contributions were made.

7.3 Distribution of Excess Deferrals

Notwithstanding any other provision of the Plan to the contrary, if a Participant notifies the Administrator in writing no later than the March 1 following the close of the Participant’s taxable year that “excess deferrals” have been made on his behalf under the Plan for such taxable year, the “excess deferrals”, plus any income and minus any losses attributable thereto, shall be distributed to the Participant no later than the April 15 immediately following such taxable year. Any Tax-Deferred Contributions that are distributed to a Participant in accordance with this Section shall nevertheless be taken into account in determining the Participant’s “deferral percentage” for the “testing year” in which the Tax-Deferred Contributions were made. If an amount of Tax-Deferred Contributions is distributed to a Participant in accordance with this Section, Matching Contributions that are attributable solely to the distributed Tax-Deferred Contributions, plus any income and minus any losses attributable thereto, shall be forfeited by the Participant no earlier than the date on which distribution of Tax-Deferred Contributions pursuant to this Section occurs and no later than the last day of the Plan Year following the Plan Year for which the Matching Contributions were made.

7.4 Limitation on Tax-Deferred Contributions of Highly Compensated Employees

Notwithstanding any other provision of the Plan to the contrary, the Tax-Deferred Contributions made with respect to a Plan Year on behalf of Eligible Employees who are Highly Compensated Employees may not result in an average “deferral percentage” for such Eligible Employees that exceeds the greater of:

(a) a percentage that is equal to 125 percent of the average “deferral percentage” for all other Eligible Employees for the “testing year”; or

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(b) a percentage that is not more than 200 percent of the average “deferral percentage” for all other Eligible Employees for the “testing year” and that is not more than two percentage points higher than the average “deferral percentage” for all other Eligible Employees for the “testing year”,

unless the “excess contributions”, determined as provided in Section 7.5, are distributed as provided in Section 7.6.

In order to assure that the limitation contained herein is not exceeded with respect to a Plan Year, the Administrator is authorized to suspend completely further Tax-Deferred Contributions on behalf of Highly Compensated Employees for any remaining portion of a Plan Year or to adjust the projected “deferral percentages” of Highly Compensated Employees by reducing the percentage of their deferral elections for any remaining portion of a Plan Year to such smaller percentage that will result in the limitation set forth above not being exceeded. In the event of any such suspension or reduction, Highly Compensated Employees affected thereby shall be notified of the reduction or suspension as soon as possible and shall be given an opportunity to make a new deferral election to be effective the first day of the next following Plan Year. In the absence of such an election, the election in effect immediately prior to the suspension or adjustment described above shall be reinstated as of the first day of the next following Plan Year.

In determining the “deferral percentage” for any Eligible Employee who is a Highly Compensated Employee for the Plan Year, “elective contributions”, “qualified nonelective contributions”, and “qualified matching contributions” (to the extent that “qualified nonelective contributions” and “qualified matching contributions” are taken into account in determining “deferral percentages”) made to his accounts under any plan of an Employer or a Related Company that is not mandatorily disaggregated pursuant to IRS regulations Section 1.410(b)-7(c), as modified by Section 1.401(k)-1(g)(11), shall be treated as if all such contributions were made to the Plan; provided, however, that if such a plan has a plan year different from the Plan Year, any such contributions made to the Highly Compensated Employee’s accounts under the plan for the plan year ending with or within the same calendar year as the Plan Year shall be treated as if such contributions were made to the Plan. Notwithstanding the foregoing, such contributions shall not be treated as if they were made to the Plan if regulations issued under Code Section 401(k) do not permit such plan to be aggregated with the Plan.

If one or more plans of an Employer or Related Company are aggregated with the Plan for purposes of satisfying the requirements of Code Section 401(a)(4) or 410(b), then “deferral percentages” under the Plan shall be calculated as if the Plan and such one or more other plans were a single plan. Plans may be aggregated to satisfy Code Section 401(k) only if they have the same plan year.

The Administrator shall maintain records sufficient to show that the limitation contained in this Section was not exceeded with respect to any Plan Year and the amount of the

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“qualified nonelective contributions” and/or “qualified matching contributions” taken into account in determining “deferral percentages” for any Plan Year.

7.5 Determination and Allocation of Excess Tax-Deferred Contributions Among Highly Compensated Employees

Notwithstanding any other provision of the Plan to the contrary, in the event that the limitation on Tax-Deferred Contributions described in Section 7.4 is exceeded in any Plan Year, the Administrator shall determine the dollar amount of the excess by reducing the dollar amount of the contributions included in determining the “deferral percentage” of Highly Compensated Employees in order of their “deferral percentages” as follows:

(a)

The highest “deferral percentage(s)” shall be reduced to the greater of (1) the maximum “deferral percentage” that satisfies the limitation on Tax-Deferred Contributions described in Section 7.4 or (2) the next highest “deferral percentage”.

(b)

If the limitation on Tax-Deferred Contributions described in Section 7.4 would still be exceeded after application of the provisions of paragraph (a), the Administrator shall continue reducing “deferral percentages” of Highly Compensated Employees, continuing with the next highest “deferral percentage”, in the manner provided in paragraph (a) until the limitation on Tax-Deferred Contributions described in Section 7.4 is satisfied.

The determination of the amount of “excess contributions” hereunder shall be made after Tax-Deferred Contributions and “excess deferrals” have been distributed pursuant to Sections 7.2 and 7.3, if applicable.

After determining the dollar amount of the “excess contributions” that have been made to the Plan, the Administrator shall allocate such excess among Highly Compensated Employees in order of the dollar amount of the Tax-Deferred, Qualified Nonelective, and Qualified Matching Contributions (to the extent such contributions are included in determining “deferral percentages”) allocated to their Accounts as follows:

(c)

The contributions made on behalf of the Highly Compensated Employee(s) with the largest dollar amount of Tax-Deferred, Qualified Nonelective, and Qualified Matching Contributions allocated to his Account for the Plan Year shall be reduced by the dollar amount of the excess (with such dollar amount being allocated equally among all such Highly Compensated Employees), but not below the dollar amount of such contributions made on behalf of the Highly Compensated Employee(s) with the next highest dollar amount of such contributions allocated to his Account for the Plan Year.

(d)

If the excess has not been fully allocated after application of the provisions of paragraph (c), the Administrator shall continue reducing the contributions made

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on behalf of Highly Compensated Employees, continuing with the Highly Compensated Employees with the largest remaining dollar amount of such contributions allocated to their Accounts for the Plan Year, in the manner provided in paragraph (c) until the entire excess determined above has been allocated.

7.6 Distribution of Excess Tax-Deferred Contributions

“Excess contributions” allocated to a Highly Compensated Employee pursuant to the preceding Section, plus any income and minus any losses attributable thereto, shall be distributed to the Highly Compensated Employee prior to the end of the next succeeding Plan Year. If such excess amounts are distributed more than 2 1/2 months after the last day of the Plan Year for which the excess occurred, an excise tax may be imposed under Code Section 4979 on the Employer maintaining the Plan with respect to such amounts.

Excess amounts shall be distributed first from the Highly Compensated Employee’s Tax-Deferred Contributions and Qualified Matching Contributions Sub-Accounts in proportion to the Tax-Deferred Contributions and Qualified Matching Contributions included in determining the Highly Compensated Employee’s “deferral percentage” for the Plan Year. If any excess remains after the amount of such Tax-Deferred Contributions and Qualified Matching Contributions has been reduced to zero, the excess shall be distributed from the Highly Compensated Employee’s Qualified Nonelective Contributions Sub-Account.

If an amount of Tax-Deferred Contributions is distributed to a Participant in accordance with this Section, Matching Contributions that are attributable solely to the distributed Tax-Deferred Contributions, plus any income and minus any losses attributable thereto, shall be forfeited by the Participant no earlier than the date on which distribution of Tax-Deferred Contributions pursuant to this Section occurs and no later than the last day of the Plan Year following the Plan Year for which the Matching Contributions were made.

7.7 Limitation on Matching Contributions of Highly Compensated Employees

Notwithstanding any other provision of the Plan to the contrary, the Matching Contributions made with respect to a Plan Year on behalf of “eligible participants” who are Highly Compensated Employees may not result in an average “contribution percentage” for such “eligible participants” that exceeds the greater of:

(a)	a percentage that is equal to 125 percent of the average “contribution percentage” for all other “eligible participants” for the “testing year”; or
(b)	a percentage that is not more than 200 percent of the average “contribution percentage” for all other “eligible participants” for the “testing year” and that is not more than two percentage points higher than the average “contribution percentage” for all other “eligible participants” for the “testing year”,

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unless the “excess contributions”, determined as provided in Section 7.8, are forfeited or distributed as provided in Section 7.9.

In determining the “contribution percentage” for any “eligible participant” who is a Highly Compensated Employee for the Plan Year, “matching contributions”, “employee contributions”, “qualified nonelective contributions”, and “elective contributions” (to the extent that “qualified nonelective contributions” and “elective contributions” are taken into account in determining “contribution percentages”) made to his accounts under any plan of an Employer or a Related Company that is not mandatorily disaggregated pursuant to IRS regulations Section 1.410(b)-7(c), as modified by IRS regulations Section 1.401(k)-1(g)(11), shall be treated as if all such contributions were made to the Plan; provided, however, that if such a plan has a plan year different from the Plan Year, any such contributions made to the Highly Compensated Employee’s accounts under the plan for the plan year ending with or within the same calendar year as the Plan Year shall be treated as if such contributions were made to the Plan. Notwithstanding the foregoing, such contributions shall not be treated as if they were made to the Plan if regulations issued under Code Section 401(m) do not permit such plan to be aggregated with the Plan.

If one or more plans of an Employer or a Related Company are aggregated with the Plan for purposes of satisfying the requirements of Code Section 401(a)(4) or 410(b), the “contribution percentages” under the Plan shall be calculated as if the Plan and such one or more other plans were a single plan. Plans may be aggregated to satisfy Code Section 401(m) only if they have the same plan year.

The Administrator shall maintain records sufficient to show that the limitation contained in this Section was not exceeded with respect to any Plan Year and the amount of the “elective contributions”, “qualified nonelective contributions”, and/or “qualified matching contributions” taken into account in determining “contribution percentages” for any Plan Year.

7.8 Determination and Allocation of Excess Matching Contributions Among Highly Compensated Employees

Notwithstanding any other provision of the Plan to the contrary, in the event that the limitation on Matching Contributions described in Section 7.7 is exceeded in any Plan Year, the Administrator shall determine the dollar amount of the excess by reducing the dollar amount of the contributions included in determining the “contribution percentage” of Highly Compensated Employees in order of their “contribution percentages” as follows:

(a) The highest “contribution percentage(s)” shall be reduced to the greater of (1) the maximum “contribution percentage” that satisfies the limitation on Matching

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Contributions described in Section 7.7 or (2) the next highest “contribution percentage”.

(b) If the limitation on Matching Contributions described in Section 7.7 would still be exceeded after application of the provisions of paragraph (a), the Administrator shall continue reducing “contribution percentages” of Highly Compensated Employees, continuing with the next highest “contribution percentage”, in the manner provided in paragraph (a) until the limitation on Matching Contributions described in Section 7.7 is satisfied.

The determination of the amount of excess Matching Contributions shall be made after application of Sections 7.2, 7.3, and 7.6, if applicable.

After determining the dollar amount of the “excess contributions” that have been made to the Plan, the Administrator shall allocate such excess among Highly Compensated Employees in order of the dollar amount of the Matching, Tax-Deferred, and Qualified Nonelective Contributions (to the extent such contributions are included in determining “contribution percentages”) allocated to their Accounts as follows:

(c)

The contributions made on behalf of the Highly Compensated Employee(s) with the largest dollar amount of Matching, Tax-Deferred, and Qualified Nonelective Contributions allocated to his Account for the Plan Year shall be reduced by the dollar amount of the excess (with such dollar amount being allocated equally among all such Highly Compensated Employees), but not below the dollar amount of such contributions made on behalf of the Highly Compensated Employee(s) with the next highest dollar amount of such contributions allocated to his Account for the Plan Year.

(d)

If the excess has not been fully allocated after application of the provisions of paragraph (c), the Administrator shall continue reducing the contributions made on behalf of Highly Compensated Employees, continuing with the Highly Compensated Employees with the largest remaining dollar amount of such contributions allocated to their Accounts for the Plan Year, in the manner provided in paragraph (c) until the entire excess determined above has been allocated.

7.9 Forfeiture or Distribution of Excess Contributions

“Excess contributions” allocated to a Highly Compensated Employee pursuant to the preceding Section, plus any income and minus any losses attributable thereto, shall be forfeited, to the extent forfeitable, or distributed to the Participant prior to the end of the next succeeding Plan Year as hereinafter provided. If such excess amounts are distributed more than 2 1/2 months after the last day of the Plan Year for which the excess occurred, an excise tax may be imposed under Code Section 4979 on the Employer maintaining the Plan with respect to such amounts.

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The distribution or forfeiture requirement of this Section shall be satisfied by reducing contributions made by or on behalf of the Highly Compensated Employee to the extent necessary in the following order:

(a)	Matching Contributions included in determining the Highly Compensated Employee’s “contribution percentage” shall be distributed or forfeited, as appropriate.
(b)	Qualified Nonelective Contributions included in determining the Highly Compensated Employee’s “contribution percentage” shall be distributed.
(c)	Tax-Deferred Contributions included in determining the Highly Compensated Employee’s “contribution percentage” shall be distributed.

Excess Matching Contributions shall be distributed only to the extent a Participant has a vested interest in his Matching Contributions Sub-Account and shall otherwise be forfeited. Any amounts forfeited with respect to a Participant pursuant to this Section shall be treated as a forfeiture under the Plan no later than the last day of the Plan Year following the Plan Year for which the Matching Contributions were made.

7.10 Multiple Use Limitation

Notwithstanding any other provision of the Plan to the contrary, the following multiple use limitation as required under Code Section 401(m) shall apply: the sum of the average “deferral percentage” for Eligible Employees who are Highly Compensated Employees and the average “contribution percentage” for “eligible participants” who are Highly Compensated Employees may not exceed the “aggregate limit”. In the event that, after satisfaction of the limitations provided under this Article, it is determined that contributions under the Plan fail to satisfy the multiple use limitation contained herein, the multiple use limitation shall be satisfied by further reducing the “contribution percentages” of “eligible participants” who are Highly Compensated Employees to the extent necessary to eliminate the excess, as provided in the preceding Sections. Instead of reducing “contribution percentages”, the Administrator may determine to satisfy the multiple use limitation in an alternative manner, consistently applied, that may be permitted by regulations issued under Code Section 401(m).

7.11 Treatment of Forfeited Matching Contributions

Any Matching Contributions that are forfeited pursuant to the provisions of the preceding Sections of this Article shall be treated as a forfeiture under the Plan and applied in accordance with the provisions of Article XIV.

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7.12 Determination of Income or Loss

The income or loss attributable to “excess contributions” that are distributed pursuant to this Article shall be determined by multiplying the income or loss for the preceding Plan Year attributable to the Employee’s Sub-Account to which the “excess contributions” were credited by a fraction, the numerator of which is the “excess contributions” made to such Sub-Account on the Employee’s behalf for the preceding Plan Year and the denominator of which is (a) the balance of the Sub-Account on the last day of the preceding Plan Year, (b) reduced by the gain attributable to contributions to such Sub-Account for the preceding Plan Year, and (c) increased by the loss attributable to contributions to such Sub-Account for the preceding Plan Year.

7.13 Code Section 415 Limitations on Crediting of Contributions and Forfeitures

Notwithstanding any other provision of the Plan to the contrary, the “annual addition” with respect to a Participant for a “limitation year” shall in no event exceed the lesser of (i) $30,000 (adjusted as provided in Code Section 415(d)) or (ii) 25 percent of the Participant’s compensation, as defined in Code Section 415(c)(3) and regulations issued thereunder, for the “limitation year”; provided, however, that the limit in clause (i) shall be pro-rated for any short “limitation year”. If the “annual addition” to the Account of a Participant in any “limitation year” would otherwise exceed the amount that may be applied for his benefit under the limitation contained in this Section, the limitation shall be satisfied by reducing contributions made to the Participant’s Account to the extent necessary in the following order:

Tax-Deferred Contributions made on behalf of the Participant for the “limitation year” that have not been matched, if any, shall be reduced.

Tax-Deferred Contributions made on behalf of the Participant for the “limitation year” that have been matched, if any, and the Matching Contributions attributable thereto shall be reduced pro rata.

Profit-Sharing Contributions otherwise allocable to the Participant’s Account for the “limitation year”, if any, shall be reduced.

Forfeitures otherwise allocable to the Participant’s Account for the “limitation year”, if any, shall be reduced.

Qualified Nonelective Contributions otherwise allocable to the Participant’s Account for the “limitation year”, if any, shall be reduced.

The amount of any reduction of Tax-Deferred Contributions (plus any income attributable thereto) shall be returned to the Participant. The amount of any reduction of Employer Contributions shall be deemed a forfeiture for the “limitation year”.

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Amounts deemed to be forfeitures under this Section shall be held unallocated in a suspense account established for the “limitation year” and shall be applied against the Employer’s contribution obligation for the next following “limitation year” (and succeeding “limitation years”, as necessary). If a suspense account is in existence at any time during a “limitation year”, all amounts in the suspense account must be applied against the Employer’s contribution obligation before any further contributions that would constitute “annual additions” may be made to the Plan.

For purposes of this Article, excesses shall result only from the allocation of forfeitures, a reasonable error in estimating a Participant’s annual compensation (as defined in Code Section 415(c)(3) and regulations issued thereunder), a reasonable error in determining the amount of “elective contributions” that may be made with respect to any Participant under the limits of Code Section 415, or other limited facts and circumstances that justify the availability of the provisions set forth above.

7.14 Application of Code Section 415 Limitations Where Participant is Covered Under Other Qualified Defined Contribution Plan

If a Participant is covered by any other qualified defined contribution plan (whether or not terminated) maintained by an Employer or a Related Company concurrently with the Plan, and if the “annual addition” for the “limitation year” would otherwise exceed the amount that may be applied for the Participant’s benefit under the limitation contained in the preceding Section, such excess shall be reduced first by reducing “annual additions” under the Plan as provided in the preceding Section. If the limitation contained in the preceding Section still is not satisfied, such excess shall be reduced as provided in the defined contribution plans other than the Plan.

7.15 Scope of Limitations

The Code Section 415 limitations contained in the preceding Sections shall be applicable only with respect to benefits provided pursuant to defined contribution plans and defined benefit plans described in Code Section 415(k). For purposes of applying the Code Section 415 limitations contained in the preceding Sections, the term “Related Company” shall be adjusted as provided in Code Section 415(h).

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ARTICLE VIII
TRUST FUNDS AND ACCOUNTS

8.1 General Fund

The Trustee shall maintain a General Fund as required to hold and administer any assets of the Trust that are not allocated among the Investment Funds as provided in the Plan or the Trust Agreement. The General Fund shall be held and administered as a separate common trust fund. The interest of each Participant or Beneficiary under the Plan in the General Fund shall be an undivided interest.

8.2 Investment Funds

The Sponsor shall determine the number and type of Investment Funds and shall communicate the same and any changes therein in writing to the Administrator and the Trustee. Each Investment Fund shall be held and administered as a separate common trust fund. The interest of each Participant or Beneficiary under the Plan in any Investment Fund shall be an undivided interest.

8.3 Loan Investment Fund

If a loan from the Plan to a Participant is approved in accordance with the provisions of Article XII, the Sponsor shall direct the establishment and maintenance of a loan Investment Fund in the Participant’s name. The assets of the loan Investment Fund shall be held as a separate trust fund. A Participant’s loan Investment Fund shall be invested in the note(s) reflecting the loan(s) made to the Participant in accordance with the provisions of Article XII. Notwithstanding any other provision of the Plan to the contrary, income received with respect to a Participant’s loan Investment Fund shall be allocated and the loan Investment Fund shall be administered as provided in Article XII.

8.4 Employer Stock Investment Fund

The Sponsor shall direct the establishment and maintenance of an Employer stock Investment Fund to which Profit-Sharing Contributions shall be allocated together with any other contributions that a Participant elects to have allocated to the Employer stock Investment Fund. The Employer stock Investment Fund shall be held and administered as a separate common trust fund. The interest of each Participant or Beneficiary under the Plan in the Employer stock Investment Fund shall be an undivided interest. The Employer stock Investment Fund is intended to be invested primarily in equity securities issued by an Employer or a Related Company that are publicly traded and are “qualifying employer securities” as defined in ERISA Section 407(d)(5). In no event may a Participant’s Tax-Deferred Contributions made for any Plan Year beginning on or after January 1, 1999 in excess of one percent of the Participant’s Compensation for such Plan Year be required to be invested in such equity securities.

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8.5 Income on Trust

Any dividends, interest, distributions, or other income received by the Trustee with respect to any Trust Fund maintained hereunder shall be allocated by the Trustee to the Trust Fund for which the income was received.

8.6 Accounts

As of the first date a contribution is made by or on behalf of an Employee there shall be established an Account in his name reflecting his interest in the Trust. Each Account shall be maintained and administered for each Participant and Beneficiary in accordance with the provisions of the Plan. The balance of each Account shall be the balance of the account after all credits and charges thereto, for and as of such date, have been made as provided herein.

8.7 Sub-Accounts

A Participant’s Account shall be divided into such separate, individual Sub-Accounts as are necessary or appropriate to reflect the Participant’s interest in the Trust.

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ARTICLE IX
LIFE INSURANCE CONTRACTS

9.1 Purchase of Contracts

Upon written instructions from the Administrator, the Trustee shall apply a portion of the interest of a Participant in the Trust toward the purchase, from a legal reserve life insurance company, of a life insurance contract or contracts, including a term life insurance contract or contracts, on the life of such Participant; provided, however, that if any portion of a Participant’s interest is used during any year to purchase such a contract, each other Participant shall be given the option to have the same proportion of his interest applied toward the purchase of such a contract for him. All such contracts shall designate the Trustee as the sole owner with exclusive power to exercise all rights, privileges, options and elections granted or permitted thereunder; provided, however, that the exercise of such power by the Trustee shall be subject to the right of the Administrator to direct the Trustee with respect thereto or to require the Trustee to obtain its approval before exercising any such power. Subject to any restrictions pertaining to a particular Investment Fund, amounts needed to purchase a life insurance contract or contracts shall be charged against each Investment Fund in the ratio that the balance of the Participant’s Account invested in the Investment Fund as of the most recent Valuation Date bears to the balance of the Participant’s entire Account, determined without regard to amounts held in his Qualified Nonelective and Qualified Matching Contributions Sub-Accounts.

9.2 Payment of Premiums

The Trustee, upon written instructions from the Administrator, shall pay each premium on any such contract or contracts held for a Participant and shall charge such premium payment to the Account of such Participant. The Trustee shall be under no obligation to pay any premium, however, unless there are sufficient funds available from the interest of such Participant in the Trust to make such payment. Each contract shall provide that all dividends and other credits payable thereunder, if any, shall be applied in reduction of premiums, except that any postmortem or termination dividend shall be added to and become a part of the proceeds payable to the beneficiary under the contract.

9.3 Overriding Conditions and Limitations

Notwithstanding any other provision of the Plan to the contrary, the provisions of this Section shall govern:

(a) In the event of any conflict between the provisions of the Plan and the terms of any insurance contract or contracts purchased pursuant to this Article, the provisions of the Plan shall control.

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(b) At no time shall the aggregate of the premiums paid for any ordinary life or term life insurance contract or contracts upon the life of any Participant hereunder equal or exceed the sum of his After-Tax Contributions under the Plan and

(i)	if only ordinary life insurance contracts upon the life of such Participant are held hereunder, 50 percent of the Tax-Deferred Contributions made on his behalf and the Employer Contributions allocated to him under the Plan, excluding Qualified Nonelective and Qualified Matching Contributions; or
(ii)	if only term life insurance contracts upon the life of such Participant are held hereunder, 25 percent of the Tax-Deferred Contributions made on his behalf and the Employer Contributions allocated to him under the Plan, excluding Qualified Nonelective and Qualified Matching Contributions.

If both ordinary life and term life insurance contracts upon the life of any Participant are held hereunder, at no time shall the aggregate of one-half of the premiums paid for any ordinary life insurance contracts plus the premiums paid for any term life insurance contract equal or exceed the sum of his After-Tax Contributions under the Plan and 25 percent of the Tax-Deferred Contributions made on his behalf and the Employer Contributions allocated to him under the Plan, excluding Qualified Nonelective and Qualified Matching Contributions. In order to comply with these limitations, the Administrator shall in writing direct the Trustee to take such action with respect to any such contract or contracts held by it as the Administrator shall deem advisable, including, but not limited to, conversion to paid-up basis or surrender of such contract or contracts or any part or parts thereof.

(c)

At all times each such contract upon the life of any Participant shall be held by the Trustee separate and apart from the Trust. The value of such contract shall not be taken into account in valuing the assets of the Trust nor shall such value be considered in determining the amount of a Participant’s interest in the Trust.

(d)

A Participant, with such advance written notice as may be required by the Administrator, may elect to have the purchase of insurance on his life discontinued. Any such notice shall specify the date on which such purchase is to be discontinued, but in no event shall any such notice be effective with respect to premiums which have been paid. Upon receipt of such notice, the Administrator shall in writing direct the Trustee to surrender any contract or contracts held on the Participant’s life on the date specified in the notice. The cash surrender value, if any, of any such contracts shall be added to the Trust when received by the Trustee and shall be credited to the Participant’s Account. The Participant’s vested interest in the cash surrender value of any such contract shall be determined as provided in paragraph (a) of Section 9.5.

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9.4 Death Benefits

Upon the death of any Participant on whose life any contract is held hereunder prior to his termination of employment with his Employer and all Related Companies, the proceeds of such contract shall be paid to the Trustee for deposit in the Participant’s Account, to be paid to the Participant’s Beneficiary in accordance with the distribution provisions of the Plan.

9.5 Other Distributions; Vesting

(a)	If a Participant’s Settlement Date occurs before his Normal Retirement Date for any reason other than death or disability, the former Participant shall have a vested interest in the cash surrender value, if any, of each contract on his life then held hereunder, which shall be (i) a fraction thereof the numerator of which shall be the aggregate of the total premiums paid under the contract which were charged to his Tax-Deferred Contributions Sub-Account and his After-Tax Contributions Sub-Account and the denominator of which shall be the aggregate premiums paid under the contract; plus (ii) a percentage of the remaining fraction thereof which shall be the same percentage which is applied to determine his vested interest in the balance of his Account, as provided in Article VI.
(b)	If a Participant’s Settlement Date occurs under any other circumstances, or in the event of a termination of the Plan, the Participant shall have a fully vested interest in the cash surrender value, if any, of each contract held on his life hereunder.
(c)	A Participant whose Settlement Date has occurred shall receive distribution of his vested interest determined under this Section in the form of an insurance contract or contracts delivered to such Participant as soon as reasonably practicable, but in no event later than the 60th day after the close of the Plan Year in which his Settlement Date occurred; provided, however, that at the election of the Participant, and upon written instructions to the Trustee from the Administrator, such interest shall be transferred to the Trust in cash, and the amount thereof shall be credited to the Participant’s Account to be distributed to or for the benefit of the former Participant and, in the event of his death, to or for the benefit of his Beneficiary. The cash surrender value of the policy shall be credited to the Participant’s Account and invested among the Investment Funds in accordance with his currently effective investment election.
(d)	Any portion of the cash surrender value, if any, of any contract held on the life of a Participant hereunder which is not vested in him, shall be forfeited by the former Participant and deposited by the Trustee in the Trust, the amount thereof to be treated in the same manner as other forfeitures, as provided in Article XIV.
(e)	To implement the provisions of this Section, the Administrator shall in writing direct the Trustee to take such action with respect to any contract or contracts held

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hereunder as necessary, including, but not limited to, conversion to a paid-up basis or surrender of the contract or contracts or any part or parts thereof. In no event may any contract or contracts, or any portion of the value thereof, be retained in the Trust after a Participant’s Settlement Date, or after any termination of the Plan, for the purpose of continuing life insurance protection for such Participant.

9.6 Suspension of Further Purchases of Life Insurance Contracts

Notwithstanding any other provision of this Article, no further life insurance policies shall be purchased hereunder on or after July 31, 2004. Unless otherwise directed by the Sponsor, policies purchased prior to July 31, 2004 shall be maintained in accordance with this Article. Policies that are not maintained in accordance with this Article shall be treated as having been discontinued by the Participant and shall be disposed of as provided in paragraph (d) of Section 9.3.

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ARTICLE X
DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

10.1 Future Contribution Investment Elections

Each Eligible Employee shall make an investment election in the manner and form prescribed by the Administrator directing the manner in which the contributions made on his behalf, other than as indicated in Section 10.2 Profit-Sharing Contributions, shall be invested. An Eligible Employee’s investment election shall specify the percentage, in the percentage increments prescribed by the Administrator, of such contributions that shall be allocated to one or more of the Investment Funds with the sum of such percentages equaling 100 percent. The investment election by a Participant shall remain in effect until his entire interest under the Plan is distributed or forfeited in accordance with the provisions of the Plan or until he records a change of investment election with the Administrator, in such form as the Administrator shall prescribe. If recorded in accordance with any rules prescribed by the Administrator, a Participant’s change of investment election may be implemented effective as of the business day on which the Administrator receives the Participant’s instructions.

10.2 Deposit of Contributions

All contributions made on a Participant’s behalf shall be deposited in the Trust and allocated among the Investment Funds including the Employer stock Investment Fund in accordance with the Participant’s currently effective investment election; provided, however, that any contributions made to the Plan in qualifying employer securities shall be allocated to the Employer stock Investment Fund, pending directions to the Administrator regarding their future investment. Notwithstanding the preceding, the Administrator may direct that not more than 50 percent of a Profit Sharing Contribution deposited to the Trust for a Plan Year may be allocated to the Employer stock Investment Fund. If no investment election is recorded with the Administrator at the time contributions are to be deposited to a Participant’s Account, his contributions shall be allocated among the Investment Funds as directed by the Administrator.

10.3 Election to Transfer Between Funds

A Participant may elect to transfer investments from any Investment Fund to any other Investment Fund. The Participant’s transfer election shall specify either (i) a percentage, in the percentage increments prescribed by the Administrator, of the amount eligible for transfer, which percentage may not exceed 100 percent, or (ii) a dollar amount that is to be transferred. Any transfer election must be recorded with the Administrator, in such form as the Administrator shall prescribe. Subject to any restrictions pertaining to a particular Investment Fund, if recorded in accordance with any rules prescribed by the Administrator, a Participant’s transfer election may be implemented effective as of the business day on which the Administrator receives the Participant’s instructions.

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Notwithstanding any other provision of this Section to the contrary, the Administrator may prescribe such rules restricting Participants’ transfer elections as it deems necessary or appropriate to preclude excessive or abusive trading or market timing.

10.4 404(c) Protection

The Plan is intended to constitute a plan described in ERISA Section 404(c) and regulations issued thereunder. The fiduciaries of the Plan may be relieved of liability for any losses that are the direct and necessary result of investment instructions given by a Participant, his Beneficiary, or an alternate payee under a qualified domestic relations order.

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ARTICLE XI
CREDITING AND VALUING ACCOUNTS

11.1 Crediting Accounts

All contributions made under the provisions of the Plan shall be credited to Accounts in the Trust Funds by the Trustee, in accordance with procedures established in writing by the Administrator, either when received or on the succeeding Valuation Date after valuation of the Trust Fund has been completed for such Valuation Date as provided in Section 11.2, as shall be determined by the Administrator.

11.2 Valuing Accounts

Accounts in the Trust Funds shall be valued by the Trustee on the Valuation Date, in accordance with procedures established in writing by the Administrator, either in the manner adopted by the Trustee and approved by the Administrator or in the manner set forth in Section 11.3 as Plan valuation procedures, as determined by the Administrator.

11.3 Plan Valuation Procedures

With respect to the Trust Funds, the Administrator may determine that the following valuation procedures shall be applied. As of each Valuation Date hereunder, the portion of any Accounts in a Trust Fund shall be adjusted to reflect any increase or decrease in the value of the Trust Fund for the period of time occurring since the immediately preceding Valuation Date for the Trust Fund (the “valuation period”) in the following manner:

(a)	First, the value of the Trust Fund shall be determined by valuing all of the assets of the Trust Fund at fair market value.
(b)	Next, the net increase or decrease in the value of the Trust Fund attributable to net income and all profits and losses, realized and unrealized, during the valuation period shall be determined on the basis of the valuation under paragraph (a) taking into account appropriate adjustments for contributions, loan payments, and transfers to and distributions, withdrawals, loans, and transfers from such Trust Fund during the valuation period.
(c)	Finally, the net increase or decrease in the value of the Trust Fund shall be allocated among Accounts in the Trust Fund in the ratio of the balance of the portion of such Account in the Trust Fund as of the preceding Valuation Date less any distributions, withdrawals, loans, and transfers from such Account balance in the Trust Fund since the Valuation Date to the aggregate balances of the portions of all Accounts in the Trust Fund similarly adjusted, and each Account in the Trust Fund shall be credited or charged with the amount of its allocated share.

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11.4 Finality of Determinations

The Trustee shall have exclusive responsibility for determining the value of each Account maintained hereunder. The Trustee’s determinations thereof shall be conclusive upon all interested parties.

11.5 Notification

Within a reasonable period of time after the end of each Plan Year, the Administrator shall notify each Participant and Beneficiary of the value of his Account and Sub-Accounts as of a Valuation Date during the Plan Year.

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ARTICLE XII
LOANS

12.1 Application for Loan

A Participant who is a party in interest as defined in ERISA Section 3(14) may make application to the Administrator for a loan from his Account. Loans shall be made to Participants in accordance with written guidelines which are hereby incorporated into and made a part of the Plan. To the extent that such written guidelines comply with the requirements of Code Section 72(p), but are inconsistent with the provisions of this Article, such written guidelines shall be given effect.

As collateral for any loan granted hereunder, the Participant shall grant to the Plan a security interest in his vested interest under the Plan equal to the amount of the loan; provided, however, that in no event may the security interest exceed 50 percent of the Participant’s vested interest under the Plan determined as of the date as of which the loan is originated in accordance with Plan provisions. In the case of a Participant who is an active employee, the Participant also shall enter into an agreement to repay the loan by payroll withholding. No loan in excess of 50 percent of the Participant’s vested interest under the Plan shall be made from the Plan. Loans shall not be made available to Highly Compensated Employees in an amount greater than the amount made available to other employees.

A loan shall not be granted unless the Participant consents to the charging of his Account for unpaid principal and interest amounts in the event the loan is declared to be in default.

12.2 Reduction of Account Upon Distribution

Notwithstanding any other provision of the Plan, the amount of a Participant’s Account that is distributable to the Participant or his Beneficiary under Article XIII or XV shall be reduced by the portion of his vested interest that is held by the Plan as security for any loan outstanding to the Participant, provided that the reduction is used to repay the loan. If distribution is made because of the Participant’s death prior to the commencement of distribution of his Account and the Participant’s vested interest in his Account is payable to more than one individual as Beneficiary, then the balance of the Participant’s vested interest in his Account shall be adjusted by reducing the vested account balance by the amount of the security used to repay the loan, as provided in the preceding sentence, prior to determining the amount of the benefit payable to each such individual.

12.3 Requirements to Prevent a Taxable Distribution

Notwithstanding any other provision of the Plan to the contrary, the following terms and conditions shall apply to any loan made to a Participant under this Article:

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(a)	The interest rate on any loan to a Participant shall be a reasonable interest rate commensurate with current interest rates charged for loans made under similar circumstances by persons in the business of lending money.
(b)	The amount of any loan to a Participant (when added to the outstanding balance of all other loans to the Participant from the Plan or any other plan maintained by an Employer or a Related Company) shall not exceed the lesser of:

(i)	$50,000, reduced by the excess, if any, of the highest outstanding balance of any other loan to the Participant from the Plan or any other plan maintained by an Employer or a Related Company during the preceding 12-month period over the outstanding balance of such loans on the date a loan is made hereunder; or
(ii)	50 percent of the vested portions of the Participant’s Account and his vested interest under all other plans maintained by an Employer or a Related Company.

(c)

The term of any loan to a Participant shall be no greater than five years, except in the case of a loan used to acquire any dwelling unit which within a reasonable period of time is to be used (determined at the time the loan is made) as a principal residence (as defined under Code Section 121) of the Participant.

(d)

Substantially level amortization shall be required over the term of the loan with payments made not less frequently than quarterly, except that if so provided in the written guidelines applicable to Plan loans, the amortization schedule may be waived and payments suspended while a Participant is on a leave of absence from employment with an Employer or any Related Company (for periods in which the Participant does not perform military service as described in paragraph (e)), provided that all of the following requirements are met:

(i)	Such leave is either without pay or at a reduced rate of pay that, after withholding for employment and income taxes, is less than the amount required to be paid under the amortization schedule;
(ii)	Payments resume after the earlier of (a) the date such leave of absence ends or (b) the one-year anniversary of the date such leave began;
(iii)	The period during which payments are suspended does not exceed one year;
(iv)	Payments resume in an amount not less than the amount required under the original amortization schedule; and

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(v) The waiver of the amortization schedule does not extend the period of the loan beyond the maximum period permitted under this Article.

(e) If a Participant is absent from employment with any Employer or any Related Company for a period during which he performs services in the uniformed services (as defined in chapter 45 of title 38 of the United States Code), whether or not such services constitute qualified military service, the suspension of payments shall not be taken into account for purposes of applying either paragraph (c) or paragraph (d) of this Section provided that all of the following requirements are met:

(i)	Payments resume upon completion of such military service;
(ii)	Payments resume in an amount not less than the amount required under the original amortization schedule and continue in such amount until the loan is repaid in full;
(iii)	Upon resumption, payments are made no less frequently than required under the original amortization schedule and continue under such schedule until the loan is repaid in full; and
(iv)	The loan is repaid in full, including interest accrued during the period of such military service, no later than (1) for loans made prior to January 1, 2004, the last scheduled repayment date under the original amortization schedule extended by the period of such military service and (2) for loans made on or after January 1, 2004, the maximum period otherwise permitted under this Article extended by the period of such military service.

(f) The loan shall be evidenced by a legally enforceable agreement that demonstrates compliance with the provisions of this Section.

12.4 Administration of Loan Investment Fund

Upon approval of a loan to a Participant, the Administrator shall direct the Trustee to transfer an amount equal to the loan amount from the Investment Funds in which it is invested, as directed by the Administrator, to the loan Investment Fund established in the Participant’s name. Any loan approved by the Administrator shall be made to the Participant out of the Participant’s loan Investment Fund. All principal and interest paid by the Participant on a loan made under this Article shall be deposited to his Account and shall be allocated upon receipt among the Investment Funds in accordance with the Participant’s currently effective investment election. The balance of the Participant’s loan Investment Fund shall be decreased by the amount of principal payments and the loan Investment Fund shall be terminated when the loan has been repaid in full.

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12.5 Default

If either (1) a Participant fails to make or cause to be made, any payment required under the terms of the loan by the end of the calendar quarter following the calendar quarter in which the payment was due, unless payment is not made because the Participant is on a leave of absence and the amortization schedule is waived as provided in Section 12.3(d) or (e), or (2) there is an outstanding principal balance existing on a loan after the last scheduled repayment date (extended as provided in Section 12.3(e), if applicable), the Administrator shall direct the Trustee to declare the loan to be in default, and the entire unpaid balance of such loan, together with accrued interest, shall be immediately due and payable. In any such event, if such balance and interest thereon is not then paid, the Trustee shall charge the Account of the borrower with the amount of such balance and interest as of the earliest date a distribution may be made from the Plan to the borrower without adversely affecting the tax qualification of the Plan or of the cash or deferred arrangement.

12.6 Deemed Distribution Under Code Section 72(p)

If a Participant’s loan is in default as provided in Section 12.5, the Participant shall be deemed to have received a taxable distribution in the amount of the outstanding loan balance as required under Code Section 72(p), whether or not distribution may actually be made from the Plan without adversely affecting the tax qualification of the Plan; provided, however, that the taxable portion of such deemed distribution shall be reduced in accordance with the provisions of Code Section 72(e) to the extent the deemed distribution is attributable to the Participant’s After-Tax Contributions.

12.7 Treatment of Outstanding Balance of Loan Deemed Distributed Under Code Section 72(p)

With respect to any loan made on or after January 1, 2002, the balance of such loan that is deemed to have been distributed to a Participant hereunder shall cease to be an outstanding loan for purposes of Code Section 72(p) and a Participant shall not be treated as having received a taxable distribution when his Account is offset by such outstanding loan balance as provided in Section 12.5. Any interest that accrues on a loan after it is deemed to have been distributed shall not be treated as an additional loan to the Participant and shall not be included in the Participant’s taxable income as a deemed distribution. Notwithstanding the foregoing, however, unless a Participant repays such loan, with interest, the amount of such loan, with interest thereon calculated as provided in the original loan note, shall continue to be considered an outstanding loan for purposes of determining the maximum permissible amount of any subsequent loan under Section 12.3(b).

If a Participant elects to make payments on a loan after it is deemed to have been distributed hereunder, such payments shall be treated as After-Tax Contributions to the Plan solely for purposes of determining the taxable portion of the Participant’s Account

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and shall not be treated as After-Tax Contributions for any other Plan purpose, including application of the limitations on contributions applicable under Code Sections 401(m) and 415.

12.8 Special Rules Applicable to Loans

Any loan made hereunder shall be subject to the following rules:

(a)	Minimum Loan Amount: A Participant may not request a loan for less than $1,000.
(b)	Maximum Number of Outstanding Loans: A Participant may not have more than two outstanding loans at any time. A Participant with two outstanding loans may not apply for another loan until all but one of the existing loans is repaid in full and may not refinance an existing loan or obtain a third loan for the purpose of paying off an existing loan. The provisions of this paragraph shall not apply to any loans made prior to the effective date of this amendment and restatement; provided, however, that any such loan shall be taken into account in determining whether a Participant may apply for a new loan hereunder.
(c)	Maximum Period for Principal Residence Loan: The term of any loan to a Participant that is used to acquire any dwelling unit which within a reasonable period of time is to be used (determined at the time the loan is made) as a principal residence (as defined under Code Section 121) of the Participant shall be no greater than 15 years.
(d)	Pre-Payment Without Penalty: A Participant may pre-pay the balance of any loan hereunder prior to the date it is due without penalty.
(e)	No Roll Over of Loans: A Participant may not elect to roll over any loan note held pursuant to the provisions of this Article.

12.9 Loans Granted Prior to Amendment

Notwithstanding any other provision of this Article to the contrary, any loan made under the provisions of the Plan as in effect prior to this amendment and restatement shall remain outstanding until repaid in accordance with its terms or the otherwise applicable Plan provisions.

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ARTICLE XIII
WITHDRAWALS WHILE EMPLOYED

13.1 Non-Hardship Withdrawals of After-Tax Contributions

A Participant who is employed by an Employer or a Related Company may elect at any time, subject to the limitations and conditions prescribed in this Article, to make a cash withdrawal from his After-Tax Contributions Sub-Account.

13.2 Non-Hardship Withdrawals of Rollover Contributions

A Participant who is employed by an Employer or a Related Company may elect at any time, subject to the limitations and conditions prescribed in this Article, to make a cash withdrawal from his Rollover Contributions Sub-Account.

13.3 Age 59 1/2 Withdrawals

A Participant who is employed by an Employer or a Related Company and who has attained age 59 1/2 may elect, subject to the limitations and conditions prescribed in this Article, to make a cash withdrawal from his vested interest in any of the following Sub-Accounts:

(a)	his Tax-Deferred Contributions Sub-Account.
(b)	his Qualified Nonelective Contributions Sub-Account.
(c)	his Qualified Matching Contributions Sub-Account.
(d)	his Profit-Sharing Contributions Sub-Account.
(e)	his Regular Matching Contributions Sub-Account.

13.4 Overall Limitations on Non-Hardship Withdrawals

Non-hardship withdrawals made pursuant to this Article shall be subject to the following conditions and limitations:

(a)	A Participant must apply for a non-hardship withdrawal such number of days prior to the date as of which it is to be effective as the Administrator may prescribe.
(b)	Withdrawals may be made effective as soon as administratively practicable after the Administrator’s approval of the Participant’s withdrawal application.

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13.5 Hardship Withdrawals

A Participant who is employed by an Employer or a Related Company and who is determined by the Administrator to have incurred a hardship in accordance with the provisions of this Article may elect, subject to the limitations and conditions prescribed in this Article, to make a cash withdrawal from his vested interest in any of the following Sub-Accounts:

(a)	his Tax-Deferred Contributions Sub-Account, excluding any income credited to such Sub-Account.
(b)	his After-Tax Contributions Sub-Account.
(c)	his Rollover Contributions Sub-Account.
(d)	his Profit-Sharing Contributions Sub-Account.
(e)	his Regular Matching Contributions Sub-Account.

13.6 Hardship Determination

The Administrator shall grant a hardship withdrawal only if it determines that the withdrawal is necessary to meet an immediate and heavy financial need of the Participant. An immediate and heavy financial need of the Participant means a financial need on account of:

(a)	expenses previously incurred by or necessary to obtain for the Participant, the Participant’s spouse, or any dependent of the Participant (as defined in Code Section 152) medical care described in Code Section 213(d);
(b)	costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Participant;
(c)	payment of tuition, related educational fees, and room and board expenses for the next 12 months of post-secondary education for the Participant, the Participant’s spouse, or any dependent of the Participant; or
(d)	the need to prevent the eviction of the Participant from his principal residence or foreclosure on the mortgage of the Participant’s principal residence.

13.7 Satisfaction of Necessity Requirement for Hardship Withdrawals

A withdrawal from a Participant’s Tax-Deferred Contributions Sub-Account shall be deemed to be necessary to satisfy an immediate and heavy financial need of a Participant only if

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the Participant satisfies all of the following requirements:

(a)	The withdrawal is not in excess of the amount of the immediate and heavy financial need of the Participant.
(b)	The Participant has obtained all distributions, other than hardship distributions, and all non-taxable loans currently available under all plans maintained by an Employer or any Related Company.
(c)	The Participant’s Tax-Deferred Contributions and the Participant’s “elective contributions” and “employee contributions”, as defined in Article VII, under all other qualified and non-qualified deferred compensation plans maintained by an Employer or any Related Company shall be suspended for at least 12 months after his receipt of the withdrawal.
(d)	The Participant’s Tax-Deferred Contributions and “elective contributions”, as defined in Article VII, for his taxable year immediately following the taxable year of the withdrawal shall not exceed the applicable limit under Code Section 402(g) for such next taxable year less the amount of the Participant’s Tax-Deferred Contributions and “elective contributions” for the taxable year of the withdrawal.

A Participant shall not fail to be treated as an Eligible Employee for purposes of applying the limitations contained in Article VII of the Plan merely because his Tax-Deferred Contributions are suspended in accordance with this Section.

13.8 Conditions and Limitations on Hardship Withdrawals

Hardship withdrawals made pursuant to this Article shall be subject to the following conditions and limitations:

(a)	A Participant must apply for a hardship withdrawal such number of days prior to the date as of which it is to be effective as the Administrator may prescribe.
(b)	Hardship withdrawals may be made effective as soon as administratively practicable after the Administrator’s approval of the Participant’s withdrawal application.
(c)	The amount of a hardship withdrawal may include any amounts necessary to pay any Federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution.

13.9 Order of Withdrawal from a Participant’s Sub-Accounts

Distribution of a withdrawal amount shall be made from a Participant’s Sub-Accounts, to the extent necessary, in the order prescribed by the Administrator, which order shall be

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uniform with respect to all Participants and non-discriminatory. If the Sub-Account from which a Participant is receiving a withdrawal is invested in more than one Investment Fund, the withdrawal shall be charged against the Investment Funds as directed by the Administrator.

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ARTICLE XIV
TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE

14.1 Termination of Employment and Settlement Date

A Participant’s Settlement Date shall occur on the date he terminates employment with the Employers and all Related Companies because of death, disability, retirement, or other termination of employment. Written notice of a Participant’s Settlement Date shall be given by the Administrator to the Trustee.

14.2 Separate Accounting for Non-Vested Amounts

If as of a Participant’s Settlement Date the Participant’s vested interest in his Employer Contributions Sub-Account is less than 100 percent, that portion of his Employer Contributions Sub-Account that is not vested shall be accounted for separately from the vested portion and shall be disposed of as provided in the following Section. If prior to such Settlement Date the Participant received a distribution under the Plan, his vested interest in his Employer Contributions Sub-Account shall be an amount (“X”) determined by the following formula:

X = P(AB + D) — D

For purposes of the formula:

P	= The Participant’s vested interest in his Employer Contributions Sub-Account on the date distribution is to be made.
AB	= The balance of the Participant’s Employer Contributions Sub-Account as of the Valuation Date immediately preceding the date distribution is to be made.
D	= The amount of all prior distributions from the Participant’s Employer Contributions Sub-Account. Amounts deemed to have been distributed to a Participant pursuant to Code Section 72(p), but which have not actually been offset against the Participant’s Account balance shall not be considered distributions hereunder.

14.3 Disposition of Non-Vested Amounts

That portion of a Participant’s Employer Contributions Sub-Account that is not vested upon the occurrence of his Settlement Date shall be disposed of as follows:

(a) If the Participant has no vested interest in his Account upon the occurrence of his Settlement Date or his vested interest in his Account as of the date of distribution

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does not exceed $5,000, resulting in the distribution or deemed distribution to the Participant of his entire vested interest in his Account, the non-vested balance remaining in the Participant’s Employer Contributions Sub-Account shall be forfeited and his Account closed as of (i) the Participant’s Settlement Date, if the Participant has no vested interest in his Account and is therefore deemed to have received distribution on that date, or (ii) the date actual distribution is made to the Participant.

(b)

If the Participant’s vested interest in his Account exceeds $5,000 and the Participant is eligible for and consents in writing to a single sum payment of his vested interest in his Account, the non-vested balance remaining in the Participant’s Employer Contributions Sub-Account shall be forfeited and his Account closed as of the date the single sum payment occurs, provided that such distribution is made because of the Participant’s Settlement Date. A distribution is deemed to be made because of a Participant’s Settlement Date if it occurs prior to the end of the second Plan Year beginning on or after the Participant’s Settlement Date.

(c)

If neither paragraph (a) nor paragraph (b) is applicable, the non-vested balance remaining in the Participant’s Employer Contributions Sub-Account shall continue to be held in such Sub-Account and shall not be forfeited until the last day of the five-year period beginning on his Settlement Date, provided that the Participant is not reemployed by an Employer or a Related Company prior to that date.

14.4 Treatment of Forfeited Amounts

Whenever the non-vested balance of a Participant’s Employer Contributions Sub-Account is forfeited during a Plan Year in accordance with the provisions of the preceding Section, the amount of such forfeiture shall be disposed of as follows:

(a) The portion of such forfeiture that is attributable to Profit-Sharing Contributions and Matching Contributions, if any, shall be allocated among the Accounts of Participants who are Eligible Employees during the Plan Year for which the forfeiture is being allocated and have met the allocation requirements for Profit- Sharing Contributions described in Article VI. Any forfeited amounts shall be allocated in the ratio which an eligible Participant’s Compensation for the Plan Year from the Employers bears to the aggregate of such Compensation for all such eligible Participants. Forfeitures credited to a Participant’s Account hereunder shall be credited to his Profit-Sharing Contributions Sub-Account. A Participant’s vested interest in amounts attributable to forfeitures allocated to his Profit-Sharing Contributions Sub-Account shall be determined under the vesting schedule otherwise applicable to such Sub-Account pursuant to Article VI. Notwithstanding the foregoing, prior to allocating forfeitures attributable to Profit-Sharing Contributions and Matching Contributions among Participants’

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Accounts, the Administrator may direct that any portion or all of such forfeitures shall be applied against Plan expenses. The forfeitures attributable to Profit-Sharing Contributions and Matching Contributions to be allocated among Participants’ Accounts shall be reduced by any such forfeitures that are applied against Plan expenses as provided herein.

14.5 Recrediting of Forfeited Amounts

A former Participant who forfeited the non-vested portion of his Employer Contributions Sub-Account in accordance with the provisions of paragraph (a) or (b) of the Section entitled “Disposition of Non-Vested Amounts” and who is reemployed by an Employer or a Related Company shall have such forfeited amounts recredited to a new Account in his name, without adjustment for interim gains or losses experienced by the Trust, if:

(a)	he returns to employment with an Employer or a Related Company before the end of the five-year period beginning on the date he received, or is deemed to have received, distribution of his vested interest in his Account;
(b)	he resumes employment covered under the Plan before the end of the five-year period beginning on the date he is reemployed; and
(c)	if he received actual distribution of his vested interest in his Account, he repays to the Plan the full amount of such distribution before the end of the five year period beginning on the date he is reemployed.

Funds needed in any Plan Year to recredit the Account of a Participant with the amounts of prior forfeitures in accordance with the preceding sentence shall come first from forfeitures that arise during such Plan Year, and then from Trust income earned in such Plan Year, to the extent that it has not yet been allocated among Participants’ Accounts as provided in Article XI, with each Trust Fund being charged with the amount of such income proportionately, unless his Employer chooses to make an additional Employer Contribution, and shall finally be provided by his Employer by way of a separate Employer Contribution.

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ARTICLE XV
DISTRIBUTIONS

15.1 Distributions to Participants

A Participant whose Settlement Date occurs shall receive distribution of his vested interest in his Account in the form provided under Article XVI beginning as soon as reasonably practicable following his Settlement Date or the date his application for distribution is filed with the Administrator, if later.

15.2 Partial Distributions to Retired or Terminated Participants

A Participant whose Settlement Date has occurred, but who has not reached his Required Beginning Date may elect to receive distribution of all or any part of his Account at any time prior to his Required Beginning Date in a cash withdrawal or in any other form provided in Article XVI.

15.3 Distributions to Beneficiaries

If a Participant dies prior to his Benefit Payment Date, his Beneficiary shall receive distribution of the Participant’s vested interest in his Account in the form provided under Article XVI beginning as soon as reasonably practicable following the date the Beneficiary’s application for distribution is filed with the Administrator. Unless distribution is to be made over the life or over a period certain not greater than the life expectancy of the Beneficiary, distribution of the Participant’s entire vested interest shall be made to the Beneficiary no later than the end of the fifth calendar year beginning after the Participant’s death. If distribution is to be made over the life or over a period certain no greater than the life expectancy of the Beneficiary, distribution shall commence no later than:

(a)	If the Beneficiary is not the Participant’s spouse, the end of the first calendar year beginning after the Participant’s death; or
(b)	If the Beneficiary is the Participant’s spouse, the later of (i) the end of the first calendar year beginning after the Participant’s death or (ii) the end of the calendar year in which the Participant would have attained age 70 1/2.

If distribution is to be made to a Participant’s spouse, it shall be made available within a reasonable period of time after the Participant’s death that is no less favorable than the period of time applicable to other distributions. If a Participant dies after the date distribution of his vested interest in his Account begins under this Article, but before his entire vested interest in his Account is distributed, his Beneficiary shall receive distribution of the remainder of the Participant’s vested interest in his Account beginning as soon as reasonably practicable following the Participant’s date of death in a form that

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provides for distribution at least as rapidly as under the form in which the Participant was receiving distribution.

15.4 Cash Outs and Participant Consent

Notwithstanding any other provision of the Plan to the contrary, if a Participant’s vested interest in his Account does not exceed $5,000, distribution of such vested interest shall be made to the Participant in a single sum payment or through a direct rollover, as described in Article XVI, as soon as reasonably practicable following his Settlement Date. If distribution of a Participant’s vested interest is to be made pursuant to the preceding sentence before the later of the Participant’s Normal Retirement Date or the date the Participant attains age 62, and such vested interest exceeds $1,000, distribution of such vested interest shall be made through a direct rollover to an individual retirement plan selected by the Administrator, unless the Participant affirmatively elects distribution in a single sum payment or through a direct rollover to an “eligible retirement plan” (as defined in Code Section 402(c)(8)(B), modified as provided in Code Section 401(a)(31)(E)) specified by the Participant. Any distribution made pursuant to this Section to a Participant’s surviving spouse or other Beneficiary or to an alternate payee under a qualified domestic relations order shall not be subject to the automatic rollover provisions described in the preceding sentence. Notwithstanding any contrary provision of the Plan or any amendment to the Plan reflecting good faith compliance with EGTRRA, for purposes of determining whether a Participant’s vested interest in his Account exceeds $1,000, the balance of the Participant’s Rollover Contributions Sub-Account shall be included. If a Participant has no vested interest in his Account on his Settlement Date, he shall be deemed to have received distribution of such vested interest on his Settlement Date.

If a Participant’s vested interest in his Account exceeds $5,000, distribution shall not commence to such Participant prior to the later of his Normal Retirement Date or the date he attains age 62 without the Participant’s written consent.

15.5 Required Commencement of Distribution

Notwithstanding any other provision of the Plan to the contrary, distribution of a Participant’s vested interest in his Account shall commence to the Participant no later than the earlier of:

(a)	unless the Participant elects a later date, 60 days after the close of the Plan Year in which (i) the Participant’s Normal Retirement Date occurs, (ii) the tenth anniversary of the year in which he commenced participation in the Plan occurs, or (iii) his Settlement Date occurs, whichever is latest; or
(b)	his Required Beginning Date.

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Distributions required to commence under this Section shall be made in the form provided under Article XVI and in accordance with Code Section 401(a)(9) and regulations issued thereunder, including the minimum distribution incidental benefit requirements.

15.6 Transition Rules for Required Commencement of Distribution

Notwithstanding any other provision of the Plan to the contrary, a Participant who attains age 70 1/2 prior to January 1, 1999, may elect to receive distribution of his Account beginning as of the April 1 of the calendar year following the calendar year in which he attains age 70 1/2, regardless of whether his Settlement Date has occurred.

15.7 Reemployment of a Participant

If a Participant whose Settlement Date has occurred is reemployed by an Employer or a Related Company, he shall lose his right to any distribution or further distributions from the Trust arising from his prior Settlement Date and his interest in the Trust shall thereafter be treated in the same manner as that of any other Participant whose Settlement Date has not occurred.

15.8 Restrictions on Alienation

Except as provided in Code Section 401(a)(13) (relating to qualified domestic relations orders), Code Section 401(a)(13)(C) and (D) (relating to offsets ordered or required under a criminal conviction involving the Plan, a civil judgment in connection with a violation or alleged violation of fiduciary responsibilities under ERISA, or a settlement agreement between the Participant and the Department of Labor in connection with a violation or alleged violation of fiduciary responsibilities under ERISA), Section 1.401(a)-13(b)(2) of Treasury regulations (relating to Federal tax levies and judgments), or as otherwise required by law, no benefit under the Plan at any time shall be subject in any manner to anticipation, alienation, assignment (either at law or in equity), encumbrance, garnishment, levy, execution, or other legal or equitable process; and no person shall have power in any manner to anticipate, transfer, assign (either at law or in equity), alienate or subject to attachment, garnishment, levy, execution, or other legal or equitable process, or in any way encumber his benefits under the Plan, or any part thereof, and any attempt to do so shall be void.

15.9 Facility of Payment

If the Administrator finds that any individual to whom an amount is payable hereunder is incapable of attending to his financial affairs because of any mental or physical condition, including the infirmities of advanced age, such amount (unless prior claim therefor shall have been made by a duly qualified guardian or other legal representative) may, in the discretion of the Administrator, be paid to another person for the use or benefit of the individual found incapable of attending to his financial affairs or in satisfaction of legal

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obligations incurred by or on behalf of such individual. The Trustee shall make such payment only upon receipt of written instructions to such effect from the Administrator. Any such payment shall be charged to the Account from which any such payment would otherwise have been paid to the individual found incapable of attending to his financial affairs and shall be a complete discharge of any liability therefor under the Plan.

15.10 Inability to Locate Payee

If any benefit becomes payable to any person, or to the executor or administrator of any deceased person, and if that person or his executor or administrator does not present himself to the Administrator within a reasonable period after the Administrator mails written notice of his eligibility to receive a distribution hereunder to his last known address and makes such other diligent effort to locate the person as the Administrator determines, that benefit will be forfeited. However, if the payee later files a claim for that benefit, the benefit will be restored.

15.11 Distribution Pursuant to Qualified Domestic Relations Orders

Notwithstanding any other provision of the Plan to the contrary, if a qualified domestic relations order so provides, distribution may be made to an alternate payee pursuant to a qualified domestic relations order, as defined in Code Section 414(p), regardless of whether the Participant’s Settlement Date has occurred or whether the Participant is otherwise entitled to receive a distribution under the Plan.

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ARTICLE XVI
FORM OF PAYMENT

16.1 Form of Payment

Distribution shall be made to a Participant, or his Beneficiary, if the Participant has died, in a single sum cash payment. Notwithstanding the foregoing, if a Participant is required to commence benefit payments because his Required Beginning Date has occurred, such Participant may elect to receive distribution in periodic cash payments, made not less frequently than annually, equal to the minimum amount necessary to satisfy the distribution requirements of Code Section 401(a)(9) and regulations issued thereunder.

16.2 Direct Rollover

Notwithstanding any other provision of the Plan to the contrary, in lieu of receiving distribution in the form of payment provided under this Article, a “qualified distributee” may elect in writing, in accordance with rules prescribed by the Administrator, to have a portion or all of any “eligible rollover distribution” paid directly by the Plan to the “eligible retirement plan” designated by the “qualified distributee”. Any such payment by the Plan to another “eligible retirement plan” shall be a direct rollover.

For purposes of this Section, the following terms have the following meanings:

(a)

An “eligible retirement plan” means an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), or a qualified trust described in Code Section 401(a) that accepts rollovers; provided, however, that, in the case of a direct rollover by a surviving spouse, an eligible retirement plan does not include a qualified trust described in Code Section 401(a).

(b)

An “eligible rollover distribution” means any distribution of all or any portion of the balance of a Participant’s Account; provided, however, that an eligible rollover distribution does not include the following:

(i)	any distribution to the extent such distribution is required under Code Section 401(a)(9).
(ii)	the portion of any distribution that consists of the Participant’s After-Tax Contributions.
(iii)	any distribution that is one of a series of substantially equal periodic payment made not less frequently than annually for the life or life expectancy of the “qualified distributee” or the joint lives or life

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expectancies of the “qualified distributee” and the “qualified distributee’s” designated beneficiary, or for a specified period of ten years or more.

(iv) any hardship withdrawal of Tax-Deferred Contributions made in accordance with the provisions of Article XIII.

(c) A “qualified distributee” means a Participant, his surviving spouse, or his spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in Code Section 414(p).

16.3 Notice Regarding Form of Payment

Within the 60-day period ending 30 days before a Participant’s Benefit Payment Date, the Administrator shall provide the Participant with a written explanation of his right to defer distribution until his Normal Retirement Date, or such later date as may be provided in the Plan, his right to make a direct rollover, and the form of payment provided under the Plan. Distribution of the Participant’s Account may commence fewer than 30 days after such notice is provided to the Participant if (i) the Administrator clearly informs the Participant of his right to consider his election of whether or not to make a direct rollover or to receive a distribution prior to his Normal Retirement Date for a period of at least 30 days following his receipt of the notice and (ii) the Participant, after receiving the notice, affirmatively elects an early distribution.

16.4 Distribution in the Form of Employer Stock

Notwithstanding any other provision of the Plan to the contrary, to the extent that his Account is invested in Employer stock on the date distribution is to be made to a Participant, the Participant may elect to receive distribution of such Account in the form of Employer stock.

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ARTICLE XVII
BENEFICIARIES

17.1 Designation of Beneficiary

An unmarried Participant’s Beneficiary shall be the person or persons designated by such Participant in accordance with rules prescribed by the Administrator. A married Participant’s Beneficiary shall be his spouse, unless the Participant designates a person or persons other than his spouse as Beneficiary with his spouse’s written consent. For purposes of this Section, a Participant shall be treated as unmarried and spousal consent shall not be required if the Participant is not married on his Benefit Payment Date.

If no Beneficiary has been designated pursuant to the provisions of this Section, or if no Beneficiary survives the Participant and he has no surviving spouse, then the Beneficiary under the Plan shall be the deceased Participant’s surviving children in equal shares or, if there are no surviving children, the Participant’s estate. If a Beneficiary dies after becoming entitled to receive a distribution under the Plan but before distribution is made to him in full, and if the Participant has not designated another Beneficiary to receive the balance of the distribution in that event, the estate of the deceased Beneficiary shall be the Beneficiary as to the balance of the distribution.

17.2 Spousal Consent Requirements

Any written spousal consent given pursuant to this Article must acknowledge the effect of the action taken and must be witnessed by a Plan representative or a notary public. In addition, the spouse’s written consent must either (i) specify any non-spouse Beneficiary designated by the Participant and that such Beneficiary may not be changed without written spousal consent or (ii) acknowledge that the spouse has the right to limit consent to a specific Beneficiary, but permit the Participant to change the designated Beneficiary without the spouse’s further consent. A Participant’s spouse will be deemed to have given written consent to the Participant’s designation of Beneficiary if the Participant establishes to the satisfaction of a Plan representative that such consent cannot be obtained because the spouse cannot be located or because of other circumstances set forth in Section 401(a)(11) of the Code and regulations issued thereunder. Any written consent given or deemed to have been given by a Participant’s spouse hereunder shall be valid only with respect to the spouse who signs the consent.

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ARTICLE XVIII
ADMINISTRATION

18.1 Authority of the Sponsor

The Sponsor, which shall be the administrator for purposes of ERISA and the plan administrator for purposes of the Code, shall be responsible for the administration of the Plan and, in addition to the powers and authorities expressly conferred upon it in the Plan, shall have all such powers and authorities as may be necessary to carry out the provisions of the Plan, including the power and authority to interpret and construe the provisions of the Plan, to make benefit determinations, and to resolve any disputes which arise under the Plan. The Sponsor may employ such attorneys, agents, and accountants as it may deem necessary or advisable to assist in carrying out its duties hereunder. The Sponsor shall be a “named fiduciary” as that term is defined in ERISA Section 402(a)(2). The Sponsor, by action of the Chief Executive Officer of the Sponsor, may:

(a)	allocate any of the powers, authority, or responsibilities for the operation and administration of the Plan (other than trustee responsibilities as defined in ERISA Section 405(c)(3)) among named fiduciaries; and
(b)	designate a person or persons other than a named fiduciary to carry out any of such powers, authority, or responsibilities;

except that no allocation by the Sponsor of, or designation by the Sponsor with respect to, any of such powers, authority, or responsibilities to another named fiduciary or a person other than a named fiduciary shall become effective unless such allocation or designation shall first be accepted by such named fiduciary or other person in a writing signed by it and delivered to the Sponsor.

18.2 Discretionary Authority

In carrying out its duties under the Plan, including making benefit determinations, interpreting or construing the provisions of the Plan, and resolving disputes, the Sponsor (or any individual to whom authority has been delegated in accordance with Section 18.1) shall have absolute discretionary authority.

18.3 Action of the Sponsor

Any act authorized, permitted, or required to be taken under the Plan by the Sponsor and which has not been delegated in accordance with Section 18.1, may be taken by the Chief Executive Officer of the Sponsor, either by vote at a meeting, or in writing without a meeting, or by the employee or employees of the Sponsor designated by the Chief Executive Officer to carry out such acts on behalf of the Sponsor. All notices, advice, directions, certifications, approvals, and instructions required or authorized to be given by

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the Sponsor under the Plan shall be in writing and signed by either (i) a majority of the members of the Sponsor’s board of directors or by such member or members as may be designated by an instrument in writing, signed by all the members thereof, as having authority to execute such documents on its behalf, or (ii) the employee or employees authorized to act for the Sponsor in accordance with the provisions of this Section.

18.4 Claims Review Procedure

Whenever a claim for benefits under the Plan filed by any person (herein referred to as the “Claimant”) is denied, whether in whole or in part, the Sponsor shall transmit a written notice of such decision to the Claimant within 90 days of the date the claim was filed or, if special circumstances require an extension, within 180 days of such date, which notice shall be written in a manner calculated to be understood by the Claimant and shall contain a statement of (i) the specific reasons for the denial of the claim, (ii) specific reference to pertinent Plan provisions on which the denial is based, (iii) a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such information is necessary, (iv) that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, (v) records and other information relevant to the Claimant’s claim, a description of the review procedures and in the event of an adverse review decision, a statement describing any voluntary review procedures and the Claimant’s right to obtain copies of such procedures, and (vi) a statement that there is no further administrative review following the initial review, and that the Claimant has a right to bring a civil action under ERISA Section 502(a) if the Sponsor’s decision on review is adverse to the Claimant. The notice shall also include a statement advising the Claimant that, within 60 days of the date on which he receives such notice, he may obtain review of such decision in accordance with the procedures hereinafter set forth. Within such 60-day period, the Claimant or his authorized representative may request that the claim denial be reviewed by filing with the Sponsor a written request therefor, which request shall contain the following information:

(a)	the date on which the Claimant’s request was filed with the Sponsor; provided, however, that the date on which the Claimant’s request for review was in fact filed with the Sponsor shall control in the event that the date of the actual filing is later than the date stated by the Claimant pursuant to this paragraph;
(b)	the specific portions of the denial of his claim which the Claimant requests the Sponsor to review;
(c)	a statement by the Claimant setting forth the basis upon which he believes the Sponsor should reverse the previous denial of his claim for benefits and accept his claim as made; and

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(d) any written material (offered as exhibits) which the Claimant desires the Sponsor to examine in its consideration of his position as stated pursuant to paragraph (c) of this Section.

Within 60 days of the date determined pursuant to paragraph (a) of this Section or, if special circumstances require an extension, within 120 days of such date, the Sponsor shall conduct a full and fair review of the decision denying the Claimant’s claim for benefits and shall render its written decision on review to the Claimant. The Sponsor’s decision on review shall be written in a manner calculated to be understood by the Claimant and shall specify the reasons and Plan provisions upon which the Sponsor’s decision was based.

18.5 Qualified Domestic Relations Orders

The Administrator shall establish reasonable procedures to determine the status of domestic relations orders and to administer distributions under domestic relations orders which are deemed to be qualified orders. Such procedures shall be in writing and shall comply with the provisions of Code Section 414(p) and regulations issued thereunder.

18.6 Indemnification

In addition to whatever rights of indemnification the Trustee or the members of the Sponsor’s board of directors or any employee or employees of the Sponsor to whom any power, authority, or responsibility is delegated pursuant to Section 18.3, may be entitled under the articles of incorporation or regulations of the Sponsor, under any provision of law, the trust agreement between Agilysys, Inc. and Investors Bank & Trust Company, or under any other agreement, the Sponsor shall satisfy any liability actually and reasonably incurred by any such person or persons, including expenses, attorneys’ fees, judgments, fines, and amounts paid in settlement (other than amounts paid in settlement not approved by the Sponsor), in connection with any threatened, pending or completed action, suit, or proceeding which is related to the exercising or failure to exercise by such person or persons of any of the powers, authority, responsibilities, or discretion as provided under the Plan, or reasonably believed by such person or persons to be provided hereunder, and any action taken by such person or persons in connection therewith, unless the same is judicially determined to be the result of such person or persons’ gross negligence or willful misconduct.

18.7 Actions Binding

Subject to the provisions of Section 18.4, any action taken by the Sponsor which is authorized, permitted, or required under the Plan shall be final and binding upon the Employers, the Trustee, all persons who have or who claim an interest under the Plan, and all third parties dealing with the Employers or the Trustee.

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ARTICLE XIX
AMENDMENT AND TERMINATION

19.1 Amendment

Subject to the provisions of Section 19.2, the Sponsor may at any time and from time to time, by action of its board of directors, or such officers of the Sponsor as are authorized by its board of directors, amend the Plan, either prospectively or retroactively. Any such amendment shall be by written instrument executed by the Sponsor.

19.2 Limitation on Amendment

The Sponsor shall make no amendment to the Plan which shall decrease the accrued benefit of any Participant or Beneficiary, except that nothing contained herein shall restrict the right to amend the provisions of the Plan relating to the administration of the Plan and Trust. Moreover, no such amendment shall be made hereunder which shall permit any part of the Trust to revert to an Employer or any Related Company or be used or be diverted to purposes other than the exclusive benefit of Participants and Beneficiaries. The Sponsor shall make no retroactive amendment to the Plan unless such amendment satisfies the requirements of Code Section 401(b) and/or Section 1.401(a)(4)-11(g) of the Treasury regulations, as applicable.

19.3 Termination

The Sponsor reserves the right, by action of its board of directors, to terminate the Plan as to all Employers at any time (the effective date of such termination being hereinafter referred to as the “termination date”). Upon any such termination of the Plan, the following actions shall be taken for the benefit of Participants and Beneficiaries:

(a)

As of the termination date, each Investment Fund shall be valued and all Accounts and Sub-Accounts shall be adjusted in the manner provided in Article XI, with any unallocated contributions or forfeitures being allocated as of the termination date in the manner otherwise provided in the Plan. The termination date shall become a Valuation Date for purposes of Article XI. In determining the net worth of the Trust, there shall be included as a liability such amounts as shall be necessary to pay all expenses in connection with the termination of the Trust and the liquidation and distribution of the property of the Trust, as well as other expenses, whether or not accrued, and shall include as an asset all accrued income.

(b)

All Accounts shall then be disposed of to or for the benefit of each Participant or Beneficiary in accordance with the provisions of Article XV as if the termination date were his Settlement Date; provided, however, that notwithstanding the provisions of Article XV, if the Plan does not offer an annuity option and if

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neither his Employer nor a Related Company establishes or maintains another defined contribution plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7)), the Participant’s written consent to the commencement of distribution shall not be required regardless of the value of the vested portions of his Account.

(c) Notwithstanding the provisions of paragraph (b) of this Section, no distribution shall be made to a Participant of any portion of the balance of his Tax-Deferred Contributions Sub-Account prior to his separation from service (other than a distribution made in accordance with Article XIII or required in accordance with Code Section 401(a)(9)) unless (i) neither his Employer nor a Related Company establishes or maintains another defined contribution plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7), a tax credit employee stock ownership plan as defined in Code Section 409, or a simplified employee pension as defined in Code Section 408(k)) either at the time the Plan is terminated or at any time during the period ending 12 months after distribution of all assets from the Plan; provided, however, that this provision shall not apply if fewer than two percent of the Eligible Employees under the Plan were eligible to participate at any time in such other defined contribution plan during the 24-month period beginning 12 months before the Plan termination, and (ii) the distribution the Participant receives is a “lump sum distribution” as defined in Code Section 402(e)(4), without regard to clauses (I), (II), (III), and (IV) of sub-paragraph (D)(i) thereof.

Notwithstanding anything to the contrary contained in the Plan, upon any such Plan termination, the vested interest of each Participant and Beneficiary in his Employer Contributions Sub-Account shall be 100 percent; and, if there is a partial termination of the Plan, the vested interest of each Participant and Beneficiary who is affected by the partial termination in his Employer Contributions Sub-Account shall be 100 percent. For purposes of the preceding sentence only, the Plan shall be deemed to terminate automatically if there shall be a complete discontinuance of contributions hereunder by all Employers.

19.4 Reorganization

The merger, consolidation, or liquidation of any Employer with or into any other Employer or a Related Company shall not constitute a termination of the Plan as to such Employer. If an Employer disposes of substantially all of the assets used by the Employer in a trade or business or disposes of a subsidiary and in connection therewith one or more Participants terminates employment but continues in employment with the purchaser of the assets or with such subsidiary, no distribution from the Plan shall be made to any such Participant from his Tax-Deferred Contributions Sub-Account prior to his separation from service (other than a distribution made in accordance with Article XIII or required in accordance with Code Section 401(a)(9)), except that a distribution shall be permitted to be made in such a case, subject to the Participant’s consent (to the extent required by

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law), if (i) the distribution would constitute a “lump sum distribution” as defined in Code Section 402(e)(4), without regard to clauses (I), (II), (III), or (IV) of sub-paragraph (D)(i) thereof, (ii) the Employer continues to maintain the Plan after the disposition, (iii) the purchaser does not maintain the Plan after the disposition, and (iv) the distribution is made by the end of the second calendar year after the calendar year in which the disposition occurred.

19.5 Withdrawal of an Employer

An Employer other than the Sponsor may withdraw from the Plan at any time upon notice in writing to the Administrator (the effective date of such withdrawal being hereinafter referred to as the “withdrawal date”), and shall thereupon cease to be an Employer for all purposes of the Plan. An Employer shall be deemed automatically to withdraw from the Plan in the event of its complete discontinuance of contributions, or, subject to Section 19.4 and unless the Sponsor otherwise directs, it ceases to be a Related Company of the Sponsor or any other Employer. Upon the withdrawal of an Employer, the withdrawing Employer shall determine whether a partial termination has occurred with respect to its Employees. In the event that the withdrawing Employer determines a partial termination has occurred, the action specified in Section 19.3 shall be taken as of the withdrawal date, as on a termination of the Plan, but with respect only to Participants who are employed solely by the withdrawing Employer, and who, upon such withdrawal, are neither transferred to nor continued in employment with any other Employer or a Related Company. The interest of any Participant employed by the withdrawing Employer who is transferred to or continues in employment with any other Employer or a Related Company, and the interest of any Participant employed solely by an Employer or a Related Company other than the withdrawing Employer, shall remain unaffected by such withdrawal; no adjustment to his Accounts shall be made by reason of the withdrawal; and he shall continue as a Participant hereunder subject to the remaining provisions of the Plan.

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ARTICLE XX
ADOPTION BY OTHER ENTITIES

20.1 Adoption by Related Companies

A Related Company that is not an Employer may, with the consent of the Sponsor, adopt the Plan and become an Employer hereunder by causing an appropriate written instrument evidencing such adoption to be executed in accordance with the requirements of its organizational authority. Any such instrument shall specify the effective date of the adoption.

20.2 Effective Plan Provisions

An Employer who adopts the Plan shall be bound by the provisions of the Plan in effect at the time of the adoption and as subsequently in effect because of any amendment to the Plan.

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ARTICLE XXI
MISCELLANEOUS PROVISIONS

21.1 No Commitment as to Employment

Nothing contained herein shall be construed as a commitment or agreement upon the part of any person to continue his employment with an Employer or Related Company, or as a commitment on the part of any Employer or Related Company to continue the employment, compensation, or benefits of any person for any period.

21.2 Benefits

Nothing in the Plan nor the Trust Agreement shall be construed to confer any right or claim upon any person, firm, or corporation other than the Employers, the Trustee, Participants, and Beneficiaries.

21.3 No Guarantees

The Employers, the Administrator, and the Trustee do not guarantee the Trust from loss or depreciation, nor do they guarantee the payment of any amount which may become due to any person hereunder.

21.4 Expenses

The expenses of operation and administration of the Plan, including the expenses of the Administrator and fees of the Trustee, shall be paid from the Trust, unless the Sponsor elects to make payment. To the extent paid from the Trust, administrative expenses shall be paid first from any forfeitures the Administrator has directed to be used for payment of expenses. Any remaining expenses shall be allocated among Participants’ Accounts.

21.5 Precedent

Except as otherwise specifically provided, no action taken in accordance with the Plan shall be construed or relied upon as a precedent for similar action under similar circumstances.

21.6 Duty to Furnish Information

The Employers, the Administrator, and the Trustee shall furnish to any of the others any documents, reports, returns, statements, or other information that the other reasonably deems necessary to perform its duties hereunder or otherwise imposed by law.

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21.7 Merger, Consolidation, or Transfer of Plan Assets

The Plan shall not be merged or consolidated with any other plan, nor shall any of its assets or liabilities be transferred to another plan, unless, immediately after such merger, consolidation, or transfer of assets or liabilities, each Participant in the Plan would receive a benefit under the Plan which is at least equal to the benefit he would have received immediately prior to such merger, consolidation, or transfer of assets or liabilities (assuming in each instance that the Plan had then terminated).

21.8 Back Pay Awards

The provisions of this Section shall apply only to an Employee or former Employee who becomes entitled to back pay by an award or agreement of an Employer without regard to mitigation of damages. If a person to whom this Section applies was or would have become an Eligible Employee after such back pay award or agreement has been effected, and if any such person who had not previously elected to make Tax-Deferred Contributions pursuant to Section 4.1 shall within 30 days of the date he receives notice of the provisions of this Section make an election to make Tax-Deferred Contributions in accordance with such Section 4.1 (retroactive to any Enrollment Date as of which he was or has become eligible to do so), then such Participant may elect that any Tax-Deferred Contributions not previously made on his behalf but which, after application of the foregoing provisions of this Section, would have been made under the provisions of Article IV shall be made out of the proceeds of such back pay award or agreement. In addition, if any such Employee or former Employee would have been eligible to participate in the allocation of Employer Contributions under the provisions of Article VI or XXII for any prior Plan Year after such back pay award or agreement has been effected, his Employer shall make an Employer Contribution equal to the amount of the Employer Contribution which would have been allocated to such Participant under the provisions of Article VI or XXII as in effect during each such Plan Year. The amounts of such additional contributions shall be credited to the Account of such Participant. Any additional contributions made pursuant to this Section shall be made in accordance with, and subject to the limitations of the applicable provisions of the Plan.

21.9 Condition on Employer Contributions

Notwithstanding anything to the contrary contained in the Plan or the Trust Agreement, any contribution of an Employer hereunder is conditioned upon the continued qualification of the Plan under Code Section 401(a), the exempt status of the Trust under Code Section 501(a), and the deductibility of the contribution under Code Section 404. Except as otherwise provided in this Section and Section 21.10, however, in no event shall any portion of the property of the Trust ever revert to or otherwise inure to the benefit of an Employer or any Related Company.

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21.10 Return of Contributions to an Employer

Notwithstanding any other provision of the Plan or the Trust Agreement to the contrary, in the event any contribution of an Employer made hereunder:

(a) is made under a mistake of fact, or

(b) is disallowed as a deduction under Code Section 404,

such contribution may be returned to the Employer within one year after the payment of the contribution or the disallowance of the deduction to the extent disallowed, whichever is applicable. In the event the Plan does not initially qualify under Code Section 401(a), any contribution of an Employer made hereunder may be returned to the Employer within one year of the date of denial of the initial qualification of the Plan, but only if an application for determination was made within the period of time prescribed under ERISA Section 403(c)(2)(B).

21.11 Validity of Plan

The validity of the Plan shall be determined and the Plan shall be construed and interpreted in accordance with the laws of the state or commonwealth in which the Sponsor has its principal place of business, except as preempted by applicable Federal law. The invalidity or illegality of any provision of the Plan shall not affect the legality or validity of any other part thereof.

21.12 Trust Agreement

The Trust Agreement and the Trust maintained thereunder shall be deemed to be a part of the Plan as if fully set forth herein and the provisions of the Trust Agreement are hereby incorporated by reference into the Plan.

21.13 Parties Bound

The Plan shall be binding upon the Employers, all Participants and Beneficiaries hereunder, and, as the case may be, the heirs, executors, administrators, successors, and assigns of each of them.

21.14 Application of Certain Plan Provisions

For purposes of the general administrative provisions and limitations of the Plan, a Participant’s Beneficiary or alternate payee under a qualified domestic relations order shall be treated as any other person entitled to receive benefits under the Plan. Upon any termination of the Plan, any such Beneficiary or alternate payee under a qualified domestic relations order who has an interest under the Plan at the time of such termination, which does not cease by reason thereof, shall be deemed to be a Participant

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for all purposes of the Plan. A Participant’s Beneficiary, if the Participant has died, or alternate payee under a qualified domestic relations order shall be treated as a Participant for purposes of directing investments as provided in Article X.

21.15 Merged Plans

In the event another defined contribution plan (the “merged plan”) is merged into and made a part of the Plan, each Employee who was eligible to participate in the “merged plan” immediately prior to the merger shall become an Eligible Employee on the date of the merger. In no event shall a Participant’s vested interest in his Sub-Account attributable to amounts transferred to the Plan from the “merged plan” (his “transferee Sub-Account”) on and after the merger be less than his vested interest in his account under the “merged plan” immediately prior to the merger. Notwithstanding any other provision of the Plan to the contrary, a Participant’s service credited for eligibility and vesting purposes under the “merged plan” as of the merger, if any, shall be included as Eligibility and Vesting Service under the Plan to the extent Eligibility and Vesting Service are credited under the Plan. Special provisions applicable to a Participant’s “transferee Sub-Account”, if any, shall be specifically reflected in the Plan or in an Addendum to the Plan.

21.16 Transferred Funds

If funds from another qualified plan are transferred or merged into the Plan, such funds shall be held and administered in accordance with any restrictions applicable to them under such other plan to the extent required by law and shall be accounted for separately to the extent necessary to accomplish the foregoing.

21.17 Veterans Reemployment Rights

Notwithstanding any other provision of the Plan to the contrary, contributions, benefits, and service credit with respect to qualified military service shall be provided in accordance with Code Section 414(u). The Administrator shall notify the Trustee of any Participant with respect to whom additional contributions are made because of qualified military service.

21.18 Delivery of Cash Amounts

To the extent that the Plan requires the Employers to deliver cash amounts to the Trustee, such delivery may be made through any means acceptable to the Trustee, including wire transfer.

21.19 Written Communications

Any communication among the Employers, the Administrator, and the Trustee that is stipulated under the Plan to be made in writing may be made in any medium that is

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acceptable to the receiving party and permitted under applicable law. In addition, any communication or disclosure to or from Participants and/or Beneficiaries that is required under the terms of the Plan to be made in writing may be provided in any other medium (electronic, telephonic, or otherwise) that is acceptable to the Administrator and permitted under applicable law.

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ARTICLE XXII
TOP-HEAVY PROVISIONS

22.1 Definitions

For purposes of this Article, the following terms shall have the following meanings:

The “compensation” of an employee means compensation as defined in Code Section 415 and regulations issued thereunder. In no event, however, shall the “compensation” of a Participant taken into account under the Plan for any Plan Year exceed $150,000 (subject to adjustment annually as provided in Code Sections 401(a)(17)(B) and 415(d); provided, however, that the dollar increase in effect on January 1 of any calendar year, if any, is effective for Plan Years beginning in such calendar year). If the “compensation” of a Participant is determined over a period of time that contains fewer than 12 calendar months, then the annual “compensation” limitation described above shall be adjusted with respect to that Participant by multiplying the annual “compensation” limitation in effect for the Plan Year by a fraction the numerator of which is the number of full months in the period and the denominator of which is 12; provided, however, that no proration is “required” for a Participant who is covered under the Plan for less than one full Plan Year if the formula for allocations is based on “compensation” for a period of at least 12 months.

The “determination date” with respect to any Plan Year means the last day of the preceding Plan Year, except that the “determination date” with respect to the first Plan Year of the Plan, shall mean the last day of such Plan Year.

A “key employee” means any Employee or former Employee who is a “key employee” pursuant to the provisions of Code Section 416(i)(1) and any Beneficiary of such Employee or former Employee.

A “non-key employee” means any Employee who is not a “key employee”.

A “permissive aggregation group” means those plans included in each Employer’s “required aggregation group” together with any other plan or plans of the Employer, so long as the entire group of plans would continue to meet the requirements of Code Sections 401(a)(4) and 410.

A “required aggregation group” means the group of tax-qualified plans maintained by an Employer or a Related Company consisting of each plan in which a “key employee” participates and each other plan that enables a plan in which a “key employee” participates to meet the requirements of Code Section 401(a)(4) or Code Section 410, including any plan that terminated within the five-year period ending on the relevant “determination date”.

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A “super top-heavy group” with respect to a particular Plan Year means a “required” or “permissive aggregation group” that, as of the “determination date”, would qualify as a “top-heavy group” under the definition in this Section with “90 percent” substituted for “60 percent” each place where “60 percent” appears in the definition.

A “super top-heavy plan” with respect to a particular Plan Year means a plan that, as of the “determination date”, would qualify as a “top-heavy plan” under the definition in this Section with “90 percent” substituted for “60 percent” each place where “60 percent” appears in the definition. A plan is also a “super top-heavy plan” if it is part of a “super top-heavy group”.

A “top-heavy group” with respect to a particular Plan Year means a “required” or “permissive aggregation group” if the sum, as of the “determination date”, of the present value of the cumulative accrued benefits for “key employees” under all defined benefit plans included in such group and the aggregate of the account balances of “key employees” under all defined contribution plans included in such group exceeds 60 percent of a similar sum determined for all employees covered by the plans included in such group.

A “top-heavy plan” with respect to a particular Plan Year means (i), in the case of a defined contribution plan (including any simplified employee pension plan), a plan for which, as of the “determination date”, the aggregate of the accounts (within the meaning of Code Section 416(g) and the regulations and rulings thereunder) of “key employees” exceeds 60 percent of the aggregate of the accounts of all participants under the plan, with the accounts valued as of the relevant valuation date and increased for any distribution of an account balance made in the five-year period ending on the “determination date”, (ii), in the case of a defined benefit plan, a plan for which, as of the “determination date”, the present value of the cumulative accrued benefits payable under the plan (within the meaning of Code Section 416(g) and the regulations and rulings thereunder) to “key employees” exceeds 60 percent of the present value of the cumulative accrued benefits under the plan for all employees, with the present value of accrued benefits for employees (other than “key employees”) to be determined under the accrual method uniformly used under all plans maintained by an Employer or, if no such method exists, under the slowest accrual method permitted under the fractional accrual rate of Code Section 411(b)(1)(C) and including the present value of any part of any accrued benefits distributed in the five-year period ending on the “determination date”, and (iii) any plan (including any simplified employee pension plan) included in a “required aggregation group” that is a “top-heavy group”. For purposes of this paragraph, the accounts and accrued benefits of any employee who has not performed services for an Employer or a Related Company during the five-year period ending on the “determination date” shall be disregarded. For purposes of this paragraph, the present value of cumulative accrued benefits under a defined benefit plan for purposes of top-heavy determinations shall be calculated using the actuarial assumptions otherwise employed under such plan, except that the same actuarial assumptions shall be used for all plans within a “required” or “permissive aggregation group”. A Participant’s interest in

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the Plan attributable to any Rollover Contributions, except Rollover Contributions made from a plan maintained by an Employer or a Related Company, shall not be considered in determining whether the Plan is top-heavy. Notwithstanding the foregoing, if a plan is included in a “required” or “permissive aggregation group” that is not a “top-heavy group”, such plan shall not be a “top-heavy plan”.

The “valuation date” with respect to any “determination date” means the most recent Valuation Date occurring within the 12-month period ending on the “determination date”.

22.2 Applicability

Notwithstanding any other provision of the Plan to the contrary, the provisions of this Article shall be applicable during any Plan Year in which the Plan is determined to be a “top-heavy plan” as hereinafter defined. If the Plan is determined to be a “top-heavy plan” and upon a subsequent “determination date” is determined no longer to be a “top-heavy plan”, the vesting provisions of this Article shall continue to apply.

22.3 Minimum Employer Contribution

If the Plan is determined to be a “top-heavy plan” for a Plan Year, the Employer Contributions, other than Matching Contributions, and forfeitures, other than forfeitures attributable to Matching Contributions, allocated to the Account of each “non-key employee” who is an Eligible Employee and who is employed by an Employer or a Related Company on the last day of such top-heavy Plan Year shall be no less than the lesser of (i) three percent of his “compensation” or (ii) the largest percentage of “compensation” that is allocated as an Employer Contribution and/or Tax-Deferred Contribution for such Plan Year to the Account of any “key employee”; except that, in the event the Plan is part of a “required aggregation group”, and the Plan enables a defined benefit plan included in such group to meet the requirements of Code Section 401(a)(4) or 410, the minimum allocation of Employer Contributions and forfeitures, other than forfeitures attributable to Matching Contributions, to each such “non-key employee” shall be three percent of the “compensation” of such “non-key employee”. Any minimum allocation to a “non-key employee” required by this Section shall be made without regard to any social security contribution made on behalf of the non-key employee, his number of hours of service, his level of “compensation”, or whether he declined to make elective or mandatory contributions.

In lieu of the minimum top-heavy allocation otherwise required under this Section, each “non-key employee” who is an Eligible Employee and is employed by an Employer or a Related Company on the last day of a top-heavy Plan Year and who is also covered under any other top-heavy defined contribution plan or plans of an Employer or a Related Company will receive the top-heavy allocations provided under such other plan in lieu of the minimum top-heavy allocation under the Plan.

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Employer Contributions allocated to a Participant’s Account in accordance with this Section shall be considered “annual additions” under Article VII for the “limitation year” for which they are made and shall be separately accounted for. Employer Contributions allocated to a Participant’s Account shall be allocated upon receipt among the Investment Funds in accordance with the Participant’s currently effective investment election.

22.4 Accelerated Vesting

If the Plan is determined to be a “top-heavy plan”, a Participant’s vested interest in his Employer Contributions Sub-Account shall be determined no less rapidly than in accordance with the following vesting schedule:

Years of Vesting Service	Vested Interest
Less than 1		0	%
1, but less than 2		20	%
2, but less than 3		40	%
3, but less than 4		60	%
4, but less than 5		80	%
5 or more		100	%

*          *          *

EXECUTED AT Agilysys, Inc., this 5 day of June, 2006.

AGILYSYS, INC.
By:	/s/  Richard A. Sayers, II
	Title: Executive Vice President — Chief Human Resources Officer
And:
	Title:

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APPENDIX TO
THE RETIREMENT PLAN OF AGILYSYS, INC.

     Re: Minimum Distribution Requirements

SECTION I
DEFINITIONS

1.1 Definitions

For purposes of this Appendix the following terms have the following meanings. Except as otherwise specifically provided herein, any term defined in Section 1.1 of the Plan has the meaning given such term in such Section.

A Participant’s “designated beneficiary” means the individual who is designated as the Participant’s Beneficiary under Article XVII of the Plan and is the designated beneficiary under Code Section 401(a)(9) and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

A “distribution calendar year” means a calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first “distribution calendar year” is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first “distribution calendar year” is the calendar year in which distributions are required to begin under Section 3.2 of this Appendix. The required minimum distribution for the Participant’s first “distribution calendar year” will be made on or before the Participant’s Required Beginning Date. The required minimum distribution for other “distribution calendar years”, including the required minimum distribution for the “distribution calendar year” in which the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that “distribution calendar year”.

A Participant’s or Beneficiary’s “life expectancy” means his life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.

A “Participant’s account balance” means the Account balance as of the last Valuation Date in the calendar year immediately preceding the “distribution calendar year” (the “valuation calendar year”) increased by the amount of any contributions made and allocated or forfeitures allocated to the Account balance as of dates in the “valuation calendar year” after the Valuation Date and decreased by distributions made in the “valuation calendar year” after the Valuation Date. The Account balance for the “valuation calendar year” includes any amounts rolled over or transferred to the Plan either in the “valuation calendar year” or in the “distribution calendar year” if distributed or transferred in the “valuation calendar year”.

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SECTION II
GENERAL RULES

2.1 Effective Date

The provisions of this Appendix will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year, as well as required minimum distributions for the 2002 calendar year that are made on or after October 21, 2002.

2.2 Coordination with Minimum Distribution Requirements Previously in Effect

Required minimum distributions for 2002 under this Appendix will be determined as follows. If the total amount of 2002 required minimum distributions under the Plan made to the distributee prior to the effective date of this Appendix equals or exceeds the required minimum distributions determined under this Appendix, then no additional distributions will be required to be made for 2002 on or after the effective date to the distributee. If the total amount of 2002 required minimum distributions under the Plan made to the distributee prior to the effective date of this Appendix is less than the amount determined under this Appendix, then required minimum distributions for 2002 on and after such date will be determined so that the total amount of required minimum distributions for 2002 made to the distributee will be the amount determined under this Appendix.

2.3 Precedence

The requirements of this Appendix will take precedence over any inconsistent provisions of the Plan. In addition, the definition of “life expectancy” in this Appendix will take precedence over the definition of life expectancy described in the Plan with respect to installment payments.

2.4 Requirements of Treasury Regulations Incorporated

All distributions required under this Appendix will be determined and made in accordance with the Treasury regulations under Code Section 401(a)(9).

SECTION III
TIME AND MANNER OF DISTRIBUTION

3.1 Required Beginning Date

A Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date.

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3.2 Death of Participant Before Distributions Begin

If a Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

(a)	If the Participant’s surviving spouse is the Participant’s sole “designated beneficiary”, then, except as provided in Section VI of this Appendix, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 1/2, if later.
(b)	If the Participant’s surviving spouse is not the Participant’s sole “designated beneficiary”, then, except as provided in Section VI of this Appendix, distributions to the “designated beneficiary” will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.
(c)	If there is no “designated beneficiary” as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.
(d)	If the Participant’s surviving spouse is the Participant’s sole “designated beneficiary” and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Section 3.2, other than Section 3.2(a), will apply as if the surviving spouse were the Participant.

For purposes of this Section 3.2 and Section V, unless Section 3.2(d) applies, distributions are considered to begin on the Participant’s Required Beginning Date. If Section 3.2(d) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section 3.2(a). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s Required Beginning Date (or to the Participant’s surviving spouse before the date distributions are required to begin to the surviving spouse under Section 3.2(a)), the date distributions are considered to begin is the date distributions actually commence.

3.3 Forms of Distribution

Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first “distribution calendar year”, distributions will be made in accordance with Sections IV and V of this Appendix. If the Participant’s interest is distributed in the form

85

of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Code Section 401(a)(9) and the Treasury regulations.

SECTION IV
REQUIRED MINIMUM DISTRIBUTIONS
DURING PARTICIPANT’S LIFETIME

4.1 Amount of Required Minimum Distribution For Each Distribution Calendar Year

During the Participant’s lifetime, the minimum amount that will be distributed for each “distribution calendar year” is the lesser of:

(a)

the quotient obtained by dividing the “Participant’s account balance” by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s age as of the Participant’s birthday in the “distribution calendar year”; or

(b)

if the Participant’s sole “designated beneficiary” for the “distribution calendar year” is the Participant’s spouse, the quotient obtained by dividing the “Participant’s account balance” by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the “distribution calendar year”.

4.2 Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death

Required minimum distributions will be determined under this Section IV beginning with the first “distribution calendar year” and up to and including the “distribution calendar year” that includes the Participant’s date of death.

SECTION V
REQUIRED MINIMUM DISTRIBUTIONS
AFTER PARTICIPANT’S DEATH

5.1 Death On or After Date Distributions Begin

If a Participant dies on or after the date distributions begin, the following rules shall apply.

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(a) If there is a “designated beneficiary”, the minimum amount that will be distributed for each “distribution calendar year” after the year of the Participant’s death is the quotient obtained by dividing the “Participant’s account balance” by the longer of the remaining “life expectancy” of the Participant or the remaining “life expectancy” of the Participant’s “designated beneficiary”, determined as follows:

(i)	The Participant’s remaining “life expectancy” is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.
(ii)	If the Participant’s surviving spouse is the Participant’s sole “designated beneficiary”, the remaining “life expectancy” of the surviving spouse is calculated for each “distribution calendar year” after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For “distribution calendar years” after the year of the surviving spouse’s death, the remaining “life expectancy” of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.
(iii)	If the Participant’s surviving spouse is not the Participant’s sole “designated beneficiary”, the “designated beneficiary’s” remaining “life expectancy” is calculated using the age of the beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

(b) If there is no “designated beneficiary” as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each “distribution calendar year” after the year of the Participant’s death is the quotient obtained by dividing the “Participant’s account balance” by the Participant’s remaining “life expectancy” calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

5.2 Death Before Date Distributions Begin

If the Participant dies before the date distributions begin, the following rules shall apply:

(a) Except as provided in Section VI, if there is a “designated beneficiary”, the minimum amount that will be distributed for each “distribution calendar year” after the year of the Participant’s death is the quotient obtained by dividing the “Participant’s account balance” by the remaining “life expectancy” of the Participant’s “designated beneficiary”, determined as provided in Section 5.1 of this Appendix.

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(b)	If there is no “designated beneficiary” as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.
(c)	If the Participant dies before the date distributions begin, the Participant’s surviving spouse is the Participant’s sole “designated beneficiary”, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section 3.2(a) of this Appendix, this Section 5.2 will apply as if the surviving spouse were the Participant.

SECTION VI
SPECIAL RULES

6.1 Election to Apply 5-Year Rule to Distributions to Designated Beneficiaries

If a Participant dies before distributions begin and there is a “designated beneficiary”, distribution to the “designated beneficiary” is not required to begin by the date specified in Section 3.2 of the Appendix, but the Participant’s entire interest will be distributed to the “designated beneficiary” by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. If the Participant’s surviving spouse is the Participant’s sole “designated beneficiary” and the surviving spouse dies after the Participant but before distributions to either the Participant or the surviving spouse begin, the 5-year rule will apply as if the surviving spouse were the Participant.

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FIRST AMENDMENT
TO
THE RETIREMENT PLAN OF AGILYSYS, INC.

January 1, 2006 Restatement

     The Retirement Plan of Agilysys, Inc., originally effective as of April 1, 1972, as presently maintained under an amendment and restatement made effective as of January 1, 2006, is hereby amended, effective as of March 15, 2007, by amending Section 12.8 of the Plan to provide as follows:

12.8 Special Rules Applicable to Loans

     Any loan made hereunder shall be subject to the following rules:

(a)	Minimum Loan Amount: A Participant may not request a loan for less than $1,000.
(b)	Maximum Number of Outstanding Loans: A Participant may not have more than two outstanding loans at any time. A Participant with two outstanding loans may not apply for another loan until all but one of the existing loans is repaid in full and may not refinance an existing loan or obtain a third loan for the purpose of paying off an existing loan. The provisions of this paragraph shall not apply to any loans made prior to the effective date of this amendment and restatement; provided, however, that any such loan shall be taken into account in determining whether a Participant may apply for a new loan hereunder.
(c)	Maximum Period for Principal Residence Loan: The term of any loan to a Participant that is used to acquire any dwelling unit which within a reasonable period of time is to be used (determined at the time the loan is made) as a principal residence (as defined under Code Section 121) of the Participant shall be no greater than 15 years.
(d)	Pre-Payment Without Penalty: A Participant may pre-pay the balance of any loan hereunder prior to the date it is due without penalty.

*     *     *

1

     EXECUTED at Agilysys, Inc. this 25 day of June, 2007.

AGILYSYS, INC.
	By:	/s/ Sue Gerlach
	Title:	Benefits Manager

2

SECOND AMENDMENT
TO
THE RETIREMENT PLAN OF AGILYSYS, INC.

January 1, 2006 Restatement

     The Retirement Plan of Agilysys, Inc., originally effective as of April 1, 1972, as presently maintained under an amendment and restatement made effective as of January 1, 2006, as amended, is hereby further amended, effective as of the dates indicated, by amending the definition of “Predecessor Employer” in Section 1.1 of the Plan to provide as follows:

A “Predecessor Employer” means any company that is a predecessor organization to an Employer under the Code. In addition, for purposes of crediting both Eligibility and Vesting Service, a Predecessor Employer includes the following: Visual One Systems (effective February 1, 2007) and Stack Computer (effective May 1, 2007).

*     *     *

     EXECUTED at Solon, Ohio this 25 day of June, 2007.

AGILYSYS, INC.
By:	/s/ Sue Gerlach
	Title:	Benefits Manager

1

THIRD AMENDMENT
TO
THE RETIREMENT PLAN OF AGILYSYS, INC.

January 1, 2006 Restatement

     The Retirement Plan of Agilysys, Inc., originally effective as of April 1, 1972, as presently maintained under an amendment and restatement made effective as of January 1, 2006, as amended, is hereby further amended, effective as of the dates indicated below.

PART A

Effective as of January 1, 2007, Section 4.2 of the Plan is amended to provide as follows:

4.2 Amount of Tax-Deferred Contributions

The amount of Tax-Deferred Contributions to be made to the Plan on behalf of an Eligible Employee by his Employer shall be an integral percentage of his Compensation of not less than 1 percent nor more than 50 percent. Notwithstanding the preceding, the amount of Tax-Deferred Contributions to be made to the Plan on behalf of an Eligible Employee who is classified as a Highly Compensated Employee shall be not less than 1 percent nor more than 9 percent. Effective January 1, 2008, the amount of Tax-Deferred Contributions to be made to the Plan on behalf of an Eligible Employee who is classified as a Highly Compensated Employee shall be not less than 1 percent nor more than 50 percent.

In the event an Eligible Employee elects to have his Employer make Tax-Deferred Contributions on his behalf, his Compensation shall be reduced for each payroll period by the percentage he elects to have contributed on his behalf to the Plan in accordance with the terms of his currently effective reduction authorization.

PART B

Effective as of July 1, 2007, the Plan is amended in the following respects:

1. The definitions of “Matching Contribution” and “Qualified Nonelective Contribution” in Section 1.1 of the Plan are amended to provide as follows:

A “Matching Contribution” means any Employer Contribution made to the Plan on account of a Participant’s Tax-Deferred Contributions as provided in Article VI.

1

A “Qualified Nonelective Contribution” means any Employer Contribution made to the Plan as provided in Article VI that is 100 percent vested when made and may be taken into account to satisfy the limitations on Tax-Deferred Contributions and/or Matching Contributions made by or on behalf of Highly Compensated Employees under Article VII.

2. The definitions of “Qualified Matching Contribution” and “Regular Matching Contribution” are deleted from Section 1.1 of the Plan.

3. The following definitions of “Prior Matching Contribution” and “Safe Harbor Matching Contribution” are added to Section 1.1 of the Plan.

A “Prior Matching Contribution” means any Matching Contribution made under the terms of the Plan in effect prior to July 1, 2007.

A “Safe Harbor Matching Contribution” means any Matching Contribution designated as such and made to the Plan as provided in Article VI that meets the requirements of Code Section 401(k)(13).

4. Section 3.6 of the Plan is amended to provide as follows:

3.6 One-Time Election Not to Participate

Notwithstanding any other provision of the Plan to the contrary, at the time that a person is first employed by an Employer or any Related Company or at the time an Employee first becomes eligible to make Tax-Deferred Contributions under the Plan (provided such Employee was not previously eligible to participate in any other cash or deferred arrangement maintained by an Employer or a Related Company), such Employee may make a one-time irrevocable election not to be eligible to make Tax-Deferred Contributions. An Employee’s election hereunder shall apply to the Plan and any other plan maintained or established by an Employer or a Related Company that contains a cash or deferred arrangement for the duration of the Employee’s employment with all Employers and Related Companies. An Employee who makes a one-time election in accordance with the provisions of this Section shall not be considered an Eligible Employee for purposes of applying the limitations on Tax-Deferred Contributions of Highly Compensated Employees under Article VII.

An Employee who makes a one-time irrevocable election not to be eligible to make Tax-Deferred Contributions shall also be deemed to have elected not to be eligible to receive

2

allocations of Profit-Sharing Contributions and Qualified Nonelective Contributions, and he shall not be treated as an Eligible Employee for such Plan purposes.

5. Section 6.1 of the Plan is amended to provide as follows:

6.1 Contribution Period

The Contribution Periods for Employer Contributions shall be as follows:

(a)	The Contribution Period for Safe Harbor Matching Contributions under the Plan is each payroll period.
(b)	The Contribution Period for Qualified Nonelective Contributions under the Plan is each Plan Year.
(c)	The Contribution Period for Profit-Sharing Contributions under the Plan is each Plan Year.

6. Section 6.6 of the Plan is amended to provide as follows:

6.6 Amount and Allocation of Safe Harbor Matching Contributions

Each Employer shall make a Safe Harbor Matching Contribution on behalf of each of its Eligible Employees during the Contribution Period who has made Tax-Deferred Contributions for such Contribution Period. The amount of the Safe Harbor Matching Contribution shall be equal to:

(a)	100 percent of the first 1 percent of the Eligible Employee’s Compensation that he contributes to the Plan as Tax-Deferred Contributions; plus
(b)	50 percent of the next 5 percent of the Eligible Employee’s Compensation that he contributes to the Plan as Tax-Deferred Contributions.

7. Sections 6.7, 6.8, and 6.9 of the Plan are deleted, and Sections 6.10 through 6.13 are renumbered as Sections 6.7 through 6.10.

8. Section 6.7 (formerly Section 6.10) of the Plan is amended to provide as follows:

6.7 Payment of Employer Contributions

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Employer Contributions made for a Contribution Period shall be paid in cash or in qualifying employer securities, as defined in ERISA Section 407(d)(5), to the Trustee within the period of time required under the Code in order for the contribution to be deductible by the Employer in determining its Federal income taxes for the Plan Year. In no event, however, shall the Safe Harbor Matching Contribution with respect to Tax-Deferred Contributions made during a Plan Year quarter be contributed later than the last day of the immediately following Plan Year quarter.

9. Section 6.8 (formerly Section 6.11) of the Plan is amended to provide as follows:

6.8 Allocation Requirements for Employer Contributions

A person who was an Eligible Employee during a Contribution Period shall be eligible to receive an allocation of Profit-Sharing Contributions for such Contribution Period only if (i) he is employed as an Employee on the last day of the Contribution Period and (ii) he has completed at least 1,000 Hours of Service during the Contribution Period. The number of Hours of Service required to receive an allocation of Profit-Sharing Contributions hereunder shall be pro-rated for any short Contribution Period.

A person who was an Eligible Employee at any time during a Contribution Period shall be eligible to receive an allocation of Qualified Nonelective Contributions for such Contribution Period.

A person who was an Eligible Employee at any time during a Contribution Period shall be eligible to receive an allocation of Safe Harbor Matching Contributions for such Contribution Period.

10. Section 6.9 (formerly Section 6.12) of the Plan is amended to provide as follows:

6.9 Vesting of Employer Contributions

A Participant’s vested interest in his Qualified Nonelective Contributions Sub-Account shall be at all times 100 percent.

A Participant’s vested interest in his Safe Harbor Matching Contributions Sub-Account shall be zero percent until the Participant has completed 2 years of Vesting Service at which time his vested interest in his Safe Harbor Matching Contributions Sub-Account shall be 100 percent.

A Participant’s vested interest in his Profit-Sharing and Prior Matching Contributions Sub-Accounts shall be determined in accordance with the following schedule:

4

Years of Vesting Service	Vested Interest
Less than 1		0	%
1, but less than 2		20	%
2, but less than 3		40	%
3, but less than 4		60	%
4, but less than 5		80	%
5 or more		100	%

Notwithstanding the foregoing, if a Participant is employed by an Employer or a Related Company on his Normal Retirement Date, his Early Retirement Date, the date he dies, or the date he becomes Disabled, his vested interest in his Profit-Sharing, Prior Matching, and Safe Harbor Matching Contributions Sub-Accounts shall be 100 percent.

11. The definitions of “contribution percentage” and “deferral percentage” in Section 7.1 of the Plan are amended to provide as follows:

The “contribution percentage” with respect to an “eligible participant” for a particular Plan Year means the ratio of the Matching Contributions made to the Plan on his behalf for the Plan Year to his “test compensation” for such Plan Year. To the extent permitted by regulations issued under Code Section 401(m), the Sponsor may elect to include the Tax-Deferred Contributions and/or Qualified Nonelective Contributions made to the Plan on an “eligible participant’s” behalf for the Plan Year in computing the numerator of such “eligible participant’s” “contribution percentage”. Notwithstanding the foregoing, any Tax-Deferred Contributions and/or Qualified Nonelective Contributions that are included in determining the numerator of an “eligible participant’s” “deferral percentage” may not be included in determining the numerator of his “contribution percentage”.

Notwithstanding the foregoing, the following special rules apply for any Plan Year in which the limitations on Tax-Deferred Contributions described in Section 7.4 are deemed satisfied, as provided in Section 7.13:

(1)	Tax-Deferred Contributions and Safe Harbor Matching Contributions that are required to satisfy the requirements of Code Section 401(k)(12)(B) shall not be included in determining the numerator of an “eligible participant’s” “contribution percentage” for such Plan Year.
(2)	If the limitations on Matching Contributions described in Section 7.7 are also deemed satisfied for the Plan Year, as provided in Section 7.13, the Sponsor may

5

elect to exclude Matching Contributions made on an “eligible participant’s” behalf for the Plan Year in determining the numerator of the “eligible participant’s” “contribution percentage” for such Plan Year.

(3) If the limitations on Matching Contributions described in Section 7.7 are not deemed satisfied for the Plan Year, the Sponsor may only elect to exclude Matching Contributions made on an “eligible participant’s” behalf for the Plan Year in an amount up to four percent of the “eligible participant’s” “test compensation” for the Plan Year in determining the numerator of the “eligible participant’s” “contribution percentage” for such Plan Year.

Contributions made on an “eligible participant’s” behalf for a Plan Year shall be included in determining his “contribution percentage” for such Plan Year only if the contributions are allocated to the “eligible participant’s” Account as of a date within such Plan Year and are made to the Plan before the end of the 12-month period immediately following the Plan Year to which the contributions relate. The determination of an “eligible participant’s” “contribution percentage” shall be made after any reduction required to satisfy the Code Section 415 limitations is made as provided in this Article VII and shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

The “deferral percentage” with respect to an Eligible Employee for a particular Plan Year means the ratio of the Tax-Deferred Contributions made on his behalf for the Plan Year to his “test compensation” for the Plan Year. To the extent permitted by regulations issued under Code Section 401(k), the Sponsor may elect to include Qualified Nonelective Contributions made to the Plan on the Eligible Employee’s behalf for the Plan Year in computing the numerator of such Eligible Employee’s “deferral percentage”. Notwithstanding the foregoing, any Tax-Deferred Contributions and/or Qualified Nonelective Contributions that are included in determining the numerator of an Eligible Employee’s “contribution percentage” may not be included in determining the numerator of his “deferral percentage”.

Contributions made on an Eligible Employee’s behalf for a Plan Year shall be included in determining his “deferral percentage” for such Plan Year only if they meet the following requirements:

(a)	Tax-Deferred Contributions must relate to Compensation that would, but for the Eligible Employee’s deferral election, have been received by the Eligible Employee during such Plan Year.
(b)	The contributions must be allocated to the Eligible Employee’s Account as of a date within such Plan Year.
(c)	The contributions must be made to the Plan before the end of the 12-month period immediately following the Plan Year to which they relate.

6

The determination of an Eligible Employee’s “deferral percentage” shall be made after any reduction required to satisfy the Code Section 415 limitations is made as provided in this Article VII and shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

12. Section 7.5 of the Plan is amended to provide as follows:

7.5 Determination and Allocation of Excess Tax-Deferred Contributions Among Highly Compensated Employees

Notwithstanding any other provision of the Plan to the contrary, in the event that the limitation on Tax-Deferred Contributions described in Section 7.4 is exceeded in any Plan Year, the Administrator shall determine the dollar amount of the excess by reducing the dollar amount of the contributions included in determining the “deferral percentage” of Highly Compensated Employees in order of their “deferral percentages” as follows:

(a)

The highest “deferral percentage(s)” shall be reduced to the greater of (1) the maximum “deferral percentage” that satisfies the limitation on Tax-Deferred Contributions described in Section 7.4 or (2) the next highest “deferral percentage”.

(b)

If the limitation on Tax-Deferred Contributions described in Section 7.4 would still be exceeded after application of the provisions of paragraph (a), the Administrator shall continue reducing “deferral percentages” of Highly Compensated Employees, continuing with the next highest “deferral percentage”, in the manner provided in paragraph (a) until the limitation on Tax-Deferred Contributions described in Section 7.4 is satisfied.

The determination of the amount of “excess contributions” hereunder shall be made after Tax-Deferred Contributions and “excess deferrals” have been distributed pursuant to Sections 7.2 and 7.3, if applicable.

After determining the dollar amount of the “excess contributions” that have been made to the Plan, the Administrator shall allocate such excess among Highly Compensated Employees in order of the dollar amount of the Tax-Deferred and Qualified Nonelective, Contributions (to the extent such contributions are included in determining “deferral percentages”) allocated to their Accounts as follows:

(c) The contributions made on behalf of the Highly Compensated Employee(s) with the largest dollar amount of Tax-Deferred and Qualified Nonelective Contributions allocated to his Account for the Plan Year shall be reduced by the dollar amount of the excess (with such dollar amount being allocated equally among all such Highly Compensated Employees), but not below the dollar amount of such contributions made on behalf of the Highly Compensated Employee(s) with the next highest dollar amount of such contributions allocated to his Account for the Plan Year.

7

(d) If the excess has not been fully allocated after application of the provisions of paragraph (c), the Administrator shall continue reducing the contributions made on behalf of Highly Compensated Employees, continuing with the Highly Compensated Employees with the largest remaining dollar amount of such contributions allocated to their Accounts for the Plan Year, in the manner provided in paragraph (c) until the entire excess determined above has been allocated.

13. Section 7.6 of the Plan is amended to provide as follows:

7.6 Distribution of Excess Tax-Deferred Contributions

“Excess contributions” allocated to a Highly Compensated Employee pursuant to the preceding Section, plus any income and minus any losses attributable thereto, shall be distributed to the Highly Compensated Employee prior to the end of the next succeeding Plan Year. If such excess amounts are distributed more than 2 1/2 months after the last day of the Plan Year for which the excess occurred, an excise tax may be imposed under Code Section 4979 on the Employer maintaining the Plan with respect to such amounts.

If an amount of Tax-Deferred Contributions is distributed to a Participant in accordance with this Section, Matching Contributions that are attributable solely to the distributed Tax-Deferred Contributions, plus any income and minus any losses attributable thereto, shall be forfeited by the Participant no earlier than the date on which distribution of Tax-Deferred Contributions pursuant to this Section occurs and no later than the last day of the Plan Year following the Plan Year for which the Matching Contributions were made.

14. Sections 7.13 through 7.15 of the Plan are renumbered as Sections 7.15 through 7.17, and new Sections 7.13 and 7.14 are added to Article VII which provide as follows:

7.13 Deemed Satisfaction of the Limitations on Tax-Deferred Contributions and Matching Contributions of Highly Compensated Employees

Notwithstanding any other provision of this Article to the contrary, for Plan Years in which the Employers satisfy the safe harbor notice requirements described in the following Section, and make the Safe Harbor Matching Contribution described in Article VI, the Plan shall be deemed to have satisfied the limitations on Tax-Deferred Contributions of Highly Compensated Employees described in Section 7.4. If the Plan also satisfies the requirements of Code Section 401(m)(11) and regulations issued thereunder, the Plan shall be deemed to have satisfied the limitations on Matching Contributions of Highly Compensated Employees described in Section 7.7. The Plan

8

shall not be deemed to have satisfied the limitations on Matching Contributions of Highly Compensated Employees for any Plan Year if an Employer or a Related Company maintains a plan under which “matching contributions” on behalf of Highly Compensated Employees are made at a rate greater than the rate provided under the Plan and such “matching contributions” must be aggregated with Matching Contributions made on behalf of any Highly Compensated Employee under the Plan.

7.14 Notice Requirements for Safe Harbor Matching Contributions

For each Plan Year in which an Employer makes a Safe Harbor Matching Contribution on behalf of its Eligible Employees, the Employer shall provide such Eligible Employees a notice describing (i) the formula used for determining Safe Harbor Matching Contributions; (ii) any other Employer Contributions available under the Plan and the requirements that must be satisfied to receive an allocation of such Employer Contributions; (iii) the type and amount of Compensation that may be deferred under the Plan as Tax-Deferred Contributions; (iv) how to make a cash or deferred election under the Plan and the periods in which such elections may be made or changed; and (v) the withdrawal and vesting provisions applicable to contributions under the Plan. The descriptions required in items (ii) through (v) may be provided by cross references to the relevant section(s) of an up to date summary plan description.

The notice shall be written in a manner calculated to be understood by the average Eligible Employee. The Employer shall provide such notice within one of the following periods, whichever is applicable:

(a)	for an Employee who is an Eligible Employee 90 days before the beginning of the Plan Year, within the period beginning 90 days and ending 30 days before the beginning of the Plan Year, or
(b)	for an Employee who becomes an Eligible Employee after that date, within the period beginning 90 days before the date he becomes an Eligible Employee and ending on the date such Employee becomes an Eligible Employee.

Notwithstanding any other provision of the Plan to the contrary, an Eligible Employee shall have a reasonable period (not fewer than 30 days) following receipt of such notice in which to make or amend his election to have his Employer make Tax-Deferred Contributions to the Plan on his behalf.

15. Section 13.3 of the Plan is amended to provide as follows:

13.3 Age 59 ¹/2 Withdrawals

A Participant who is employed by an Employer or a Related Company and who has attained age 59 ¹/2 may elect, subject to the limitations and conditions prescribed in

9

this Article, to make a cash withdrawal from his vested interest in any of the following Sub-Accounts:

(a)	his Tax-Deferred Contributions Sub-Account.
(b)	his Qualified Nonelective Contributions Sub-Account.
(c)	his Profit-Sharing Contributions Sub-Account.
(d)	his Prior Matching Contributions Sub-Account.
(e)	his Safe Harbor Matching Contributions Sub-Account.

16. Section 13.5 of the Plan is amended to provide as follows:

13.5 Hardship Withdrawals

A Participant who is employed by an Employer or a Related Company and who is determined by the Administrator to have incurred a hardship in accordance with the provisions of this Article may elect, subject to the limitations and conditions prescribed in this Article, to make a cash withdrawal from his vested interest in any of the following Sub-Accounts:

(a)	his Tax-Deferred Contributions Sub-Account, excluding any income credited to such Sub-Account.
(b)	his After-Tax Contributions Sub-Account.
(c)	his Rollover Contributions Sub-Account.
(d)	his Profit-Sharing Contributions Sub-Account.
(e)	his Prior Matching Contributions Sub-Account.

17. Section 14.4 of the Plan is amended to provide as follows:

14.4 Treatment of Forfeited Amounts

Whenever the non-vested balance of a Participant’s Employer Contributions Sub-Account is forfeited during a Plan Year in accordance with the provisions of the preceding Section, the amount of such forfeiture shall be disposed of as follows:

(a) The portion of such forfeiture that is attributable to Profit-Sharing Contributions and Prior Matching Contributions, if any, shall be allocated among the Accounts

10

of Participants who are Eligible Employees during the Plan Year for which the forfeiture is being allocated and have met the allocation requirements for Profit- Sharing Contributions described in Article VI. Any forfeited amounts shall be allocated in the ratio which an eligible Participant’s Compensation for the Plan Year from the Employers bears to the aggregate of such Compensation for all such eligible Participants. Forfeitures credited to a Participant’s Account hereunder shall be credited to his Profit-Sharing Contributions Sub-Account. A Participant’s vested interest in amounts attributable to forfeitures allocated to his Profit-Sharing Contributions Sub-Account shall be determined under the vesting schedule otherwise applicable to such Sub-Account pursuant to Article VI. Notwithstanding the foregoing, prior to allocating forfeitures attributable to Profit-Sharing Contributions and Prior Matching Contributions among Participants’ Accounts, the Administrator may direct that any portion or all of such forfeitures shall be applied against Plan expenses. The forfeitures attributable to Profit-Sharing Contributions and Prior Matching Contributions to be allocated among Participants’ Accounts shall be reduced by any such forfeitures that are applied against Plan expenses as provided herein.

(b) The portion of such forfeiture that is attributable to Safe Harbor Matching Contributions, if any, shall be allocated among the Accounts of Participants who are Eligible Employees during the Plan Year for which the forfeiture is being allocated and have met the allocation requirements for Safe Harbor Matching Contributions described in Article VI. Any forfeited amounts shall be allocated in the ratio which an eligible Participant’s Compensation for the Plan Year from the Employers bears to the aggregate of such Compensation for all such eligible Participants. Forfeitures credited to a Participant’s Account hereunder shall be credited to his Safe Harbor Matching Contributions Sub-Account. A Participant’s vested interest in amounts attributable to forfeitures allocated to his Safe Harbor Matching Contributions Sub-Account shall be determined under the vesting schedule otherwise applicable to such Sub-Account pursuant to Article VI. Notwithstanding the foregoing, prior to allocating forfeitures attributable to Safe Harbor Matching Contributions among Participants’ Accounts, the Administrator may direct that any portion or all of such forfeitures shall be applied against Plan expenses. The forfeitures attributable to Safe Harbor Matching Contributions to be allocated among Participants’ Accounts shall be reduced by any such forfeitures that are applied against Plan expenses as provided herein.

*     *     *

11

EXECUTED at Solon, Ohio this 29 day of June, 2007.

AGILYSYS, INC.
By:	/s/ Sue Gerlach
	Title:	Benefits Manager

12

ADDENDUM INCORPORATING

EGTRRA COMPLIANCE AMENDMENT
TO
THE RETIREMENT PLAN OF AGILYSYS, INC. (THE “PLAN”)

This Amendment to the Plan is adopted to reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”). This Amendment is intended as good faith compliance with the requirements of EGTRRA and is to be construed in accordance with EGTRRA and guidance issued thereunder. Except as otherwise provided, this Amendment shall be effective as of the first day of the first Plan Year beginning after December 31, 2001.

This Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this Amendment.

References to provisions by Plan Section or Article numbers in this Amendment are to the provisions associated with these Section or Article numbers in the approved volume submitter specimen plan from which the Plan is generated. If the Section or Article numbers have been changed in generating the Plan, references are to the provisions in the Plan that are associated with the Section or Article numbers in the approved volume submitter specimen plan.

AMENDMENT SECTION 1: PLAN LOANS FOR OWNER-EMPLOYEES AND SHAREHOLDER EMPLOYEES

þ	Select this Amendment Section 1 if the Plan provides for loans. (Do not select if the Plan does not provide for loans.)
	Effective for plan loans made after December 31, 2001, the provisions of Section 12.1 prohibiting loans to any owner-employee or shareholder-employee shall cease to apply.

AMENDMENT SECTION 2: LIMITATIONS ON CONTRIBUTIONS

þ	All Plans must select this Amendment Section 2.
	Effective for “limitation years” beginning after December 31, 2001, the first sentence of the Section in Article VII entitled “Code Section 415 Limitations on Crediting of Contributions and Forfeitures” is amended to provide as follows:
	Except to the extent permitted under Amendment Section 11 and Code Section 414(v), if applicable, the “annual addition” that may be contributed or allocated to a Participant’s Account under the Plan for any “limitation year” shall not exceed the lesser of:

(a)	$40,000, as adjusted for increases in the cost-of-living under Code Section 415(d), or
(b)	100 percent of the Participant’s compensation, within the meaning of Code Section 415(c)(3), for the “limitation year”. The compensation limit referred to in this paragraph (b) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Code Section 401(h) or 419A(f)(2)) which is otherwise treated as an “annual addition”.

AMENDMENT SECTION 3: INCREASE IN COMPENSATION LIMIT

þ

Select this Amendment Section 3 to increase the Compensation limit applicable under Code Section 401(a)(17) to the new $200,000 limit. (If you do not wish to increase to the new Compensation limit, do not select this Amendment Section 3.)

The annual Compensation of each Participant taken into account in determining allocations for any Plan Year beginning after December 31, 2001, shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with Code Section 401(a)(17)(B). Annual Compensation means Compensation during the Plan Year or such other consecutive 12-month period over which Compensation is otherwise determined under the Plan (the determination period). The cost-of-living adjustment in effect for a calendar year applies to annual Compensation for the determination period that begins with or within such calendar year.

AMENDMENT SECTION 4: MODIFICATION OF TOP-HEAVY RULES

þ	Select this Amendment Section 4 if the Plan covers non-collectively bargained employees. (If the Plan covers collectively bargained employees only, do not select this Amendment Section 4.)
	This Section shall apply for purposes of determining whether the Plan is a top-heavy plan under Code Section 416(g) for Plan Years beginning after December 31, 2001, and whether the Plan satisfies the minimum benefits requirements of Code Section 416(c) for such years. This Section amends Article XXII of the Plan

A. The definition of “key employee in Section 22.1 is amended to provide as follows:

A “key employee” means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the “determination date” was an officer of an Employer or a Related Company having annual compensation greater than $130,000 (as adjusted under Code Section 416(i)(l) for Plan Years beginning after December 31, 2002), a 5-percent owner of an Employer or a Related Company, or a 1-percent owner of an Employer or a Related Company

having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of Code Section 415(c)(3). The determination of who is a “key employee” will be made in accordance with Code Section 416(i)(1) and the applicable regulations and other guidance of general applicability issued thereunder.

B. The definition of “top heavy plan” in Section 22.1 is modified for purposes of determining the present values of accrued benefits and the amounts of account balances of employees as of a “determination date” as follows:

The present values of accrued benefits and the amounts of account balances of an Employee as of the “determination date” shall be increased by the distributions made with respect to the Employee under the Plan and any plan aggregated with the Plan under Code Section 416(g)(2) during the one-year period ending on the “determination date”. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Code Section 416(g)(2)(A)(i). In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting “five-year period” for “one-year period”. The accrued benefits and accounts of any individual who has not performed services for an Employer or any Related Company during the one-year period ending on the “determination date” shall not be taken into account.

C. The Section in Article XXII entitled “Minimum Employer Contributions” is modified in the following respect:

Employer matching contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Code Section 416(c)(2) of the Plan. The preceding sentence shall apply with respect to Matching Contributions under the Plan or, if the Plan provides that the minimum contribution requirement shall be met in another plan, such other plan. Employer matching contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Code Section 401(m).

AMENDMENT SECTION 5: DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS

þ	All Plans must select this Amendment Section 6.
	Effective with respect to distribution made after December 31, 2001, the Section in Article XVI entitled “Direct Rollovers” is amended in the following respects:

A. The definition of “eligible retirement plan” in paragraph (a) is modified by the addition of a new sentence at the end thereof to provide as follows:

An “eligible retirement plan” shall also mean an annuity contract described in Code Section 403(b) and an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this plan. The definition of “eligible retirement plan” shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relation order, as defined in Code Section 414(p).

B.

If the Plan provides for hardship withdrawals, the definition of “eligible rollover distribution” in paragraph (b) is modified to exclude ALL hardship distributions. Any amount that is distributed on account of hardship shall not be an “eligible rollover distribution” and the distributee may not elect to have any portion of such a distribution paid directly to an “eligible retirement plan”.

C.

If the Plan includes assets attributable to After-Tax Contributions, the definition of “eligible rollover distribution” in paragraph (b) is modified to eliminate the exclusion of After-Tax Contributions. A portion of a distribution shall not fail to be an “eligible rollover distribution” merely because the portion consists of After-Tax Contributions that are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Code Section 408(a) or (b), or to a qualified defined contribution plan described in Code Section 401(a) or 403(a) that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.

AMENDMENT SECTION 6: ROLLOVERS FROM OTHER PLANS

þ	Select this Amendment Section 6 and complete the selections below only if the Plan accepts Rollover Contributions.
	Effective with respect to distributions made after December 31, 2001, the Section of Article V entitled “Rollover Contributions” is amended to provide the following:

A. The Plan will accept as a Rollover Contribution a direct rollover (the rollover is made directly from the other qualified plan or annuity contract) of an “eligible rollover distribution” from (select all that apply):

o a qualified plan described in Code Section 401(a) or 403(a), excluding after-tax employee contributions.

þ a qualified plan described in Code Section 401(a) or 403(a), including after-tax employee contributions. (do not select if the preceding selection is marked.)

þ an annuity contract described in Code Section 403(b), excluding after-tax employee contributions.

þ an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.

o none of the above.

B. The Plan will accept as a Rollover Contribution a participant rollover (the rollover amount is first distributed to the participant who then rolls it over into the Plan) of an “eligible rollover distribution” from (select all that apply):

þ a qualified plan described in Code Section 401(a) or 403(a).

þ an annuity contract described in Code Section 403(b).

þ an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.

o none of the above.

C. Select one of the following:

þ	The Plan will accept as a Rollover Contribution a direct or participant rollover of the portion of a distribution from an individual retirement account or annuity described in Code Section 408(a) or 408(b) that is eligible to be rolled over and would otherwise be includible in gross income.
	or
o	The Plan will not accept as a Rollover Contribution a direct or participant rollover of the portion of a distribution from an individual retirement account or annuity described in Code Section 408(a) or 408(b) that is eligible to be rolled over and would otherwise be includible in gross income.

AMENDMENT SECTION 7: ROLLOVERS DISREGARDED IN INVOLUNTARY CASH-OUTS

þ

This Amendment Section 7 may be selected if the Plan provides for involuntary cash-outs. If this Amendment Section 7 is selected complete the fill-ins below. Note that this Amendment will result in the involuntary distribution of a separated Participant’s Account over $5,000 if the portion of the Account that is not attributable to Rollover Contributions is $5,000 or less.

For purposes of the Section in Article XV entitled “Cash Outs and Participant Consent”, the value of a Participant’s vested interest in his Account shall be determined without regard to that portion of the account balance that is attributable to Rollover Contributions (and earnings allocable thereto) within the meaning of Code Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16). If the value of the Participant’s vested interest in his Account as so determined is $5,000 or less, the Plan shall immediately distribute the Participant’s entire vested interest in his Account.

AMENDMENT SECTION 8: REPEAL OF MULTIPLE USE TEST

If applicable, the Section of Article VII entitled “Multiple Use Limitation” shall not apply for Plan Years beginning after December 31, 2001.

AMENDMENT SECTION 9. MODIFICATION OF TOP-HEAVY RULES FOR SAFE HARBOR PLANS

o	Select this Amendment Section 9 if the Plan consists solely of a cash or deferred arrangement which is intended to meet the safe harbor requirements of Code Section 401(k)(12) and Matching Contributions with respect to which the safe harbor requirements of Code Section 401(m)(11) are intended to be met.
	The top-heavy requirements of Code Section 416 and Article XXII of the Plan shall not apply in any year beginning after December 31, 2001, in which the Plan consists solely of a cash or deferred arrangement which meets the requirements of Code Section 401(k)(12) and Matching Contributions with respect to which the requirements of Code Section 401(m)(11) are met.

AMENDMENT SECTION 10: CATCH-UP CONTRIBUTIONS

þ	Select this Amendment Section 10 and complete the fill-in below only if the Plan provides for Tax-Deferred Contributions.
	All Eligible Employees who have attained age 50 before the close of the Plan Year shall be eligible to make “catch-up contributions” in accordance with, and subject to the

limitations of, Code Section 414(v). Such “catch-up contributions” shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Code Sections 402(g) and 415. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of the making of such “catch-up contributions”.

o  Tax-Deferred Contributions that are treated as “catch up contributions” are excluded from eligibility for Matching Contributions under the Plan.

AMENDMENT SECTION 11: SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTION

þ  Selection of this Amendment Section 11 is optional for 401(k) plans, other than plans described in Code Section 401(k)(12) or 401(m)(11) (i.e., plans that provide for safe harbor contributions to satisfy the discrimination testing rules), that use the safe harbor (deemed) standards for hardship withdrawals of Tax-Deferred Contributions set forth in Treas. Reg. Section 1.401(k)-1(d)(2)(iv). This Amendment Section 11 is required for a plan described in Code Section 401(k)(12) or 401(m)(11) (i.e., plans that provide for safe harbor contributions to satisfy the discrimination testing rules) and that provide for hardship withdrawals. Also see Notice 2001-56 for guidance regarding the effective date of the change made by EGTRRA Section 636(a).

If you select this Amendment Section 11 the automatic suspension of elective contributions following a hardship withdrawal will be reduced from 12 months to 6 months.

A Participant who makes a hardship withdrawal of Tax-Deferred Contributions on or after the effective date specified below, shall be prohibited from making “elective contributions” and “employee contributions”, as defined in Section 7.1, under the Plan and all other plans maintained by an Employer or a Related Company for six months after receipt of the withdrawal.

AMENDMENT SECTION 12: ELIMINATION OF REDUCTION IN 402(g) LIMIT FOR YEAR FOLLOWING YEAR IN WHICH HARDSHIP DISTRIBUTION MADE

þ   Selection of this Amendment Section 12 is optional for 401(k) plans, other than plans described in Code Section 401(k)(12) or 401(m)(11) (i.e., plans that provide for safe harbor contributions to satisfy the discrimination testing rules), that use the safe harbor (deemed) standards for hardship withdrawals of Tax-Deferred Contributions set forth in Treas. Reg. Section 1.401(k)-1 (d)(2)(iv). This Amendment Section 12 is required for a plan described in Code Section 401(k)(12) or 401(m)(11) (i.e., plans that provide for safe harbor contributions to satisfy the discrimination testing rules) and that provide for

hardship withdrawals. Also see Notice 2001-56 for guidance regarding the effective date of the change made by EGTRRA Section 636(a).

If you select this Amendment Section 12 the reduction in the maximum Tax-Deferred Contributions that a participant may make under Code Section 402(g) in the year following a hardship distribution for contributions made in the year of the distribution will be eliminated.

A Participant who makes a hardship withdrawal of Tax-Deferred Contributions on or after the effective date specified below, shall not have his maximum Tax-Deferred Contributions and “elective contributions” for the taxable year following the taxable year of the withdrawal reduced under Code Section 402(g) by the amount of his Tax-Deferred Contributions and “elective contributions” for the taxable year of the withdrawal.

AMENDMENT SECTION 13: DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT

þ This Amendment Section 13 should be selected and the selections and fill-ins below completed if your Plan provides for tax-deferred contributions and you want deferrals and related costs to be distributable in the event you sell off assets and want employees who continue employment with the buyer to be paid out of the Plan.

A Participant’s Tax-Deferred Contributions Sub-Account, Qualified Nonelective Contributions Sub-Account, and Qualified Matching Contributions Sub-Account shall be distributed on account of the Participant’s severance from employment. However, such a distribution shall be subject to the other provisions of the Plan regarding distributions, other than provisions that require a separation from service before such amounts may be distributed.

* * *

     EXECUTED AT Agilysys, Inc, this 5 day of June, 2006.

By:	/s/ Richard A. Sayers, II
	Title: Executive Vice President - Chief           Human Resources Officer

Contract No. 60022.001

Instructions for Completing and Adopting
Volume Submitter 401(k) Profit-Sharing Plan
Final 401(k) Regulations Compliance Amendment

     1. This Final 401(k) Regulations Compliance Amendment may only by used by Plan Sponsors who have adopted or intend to adopt volume submitter specimen plan VS322434 to generate defined contribution plan restatements.

     2. This Amendment is intended to comply with IRS rules governing good faith amendments. Adoption of this Amendment will not remove the Plan from volume submitter status. This Amendment may be relied upon to comply the Plan in good faith with the requirements of the final 401(k) regulations until the Plan is formally restated to comply with the final 401(k) regulations and other pension law updates in the future as may be required by IRS rules. The Plan must be administered in accordance with the provisions of this Amendment until the Plan is formally restated.

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FINAL 401(k) REGULATIONS
COMPLIANCE AMENDMENT
TO

Name of Plan: The Retirement Plan of Agilysys, Inc.
(the “Plan”)

This Amendment to the Plan is adopted to reflect certain provisions of the final regulations issued under Code Section 401(k) by the Treasury Department on December 29, 2004 (the “final 401(k) regulations”). This Amendment is intended as good faith compliance with the requirements of the final 401(k) regulations and is to be construed in accordance with the final 401(k) regulations. Except as otherwise specifically provided, this Amendment shall be effective as of (select one):

þ   the first day of the 2006 Plan Year.

o  the first day of the 2005 Plan Year.

o  the first day of the 2004 Plan Year. (May only be selected if the 2004 Plan Year ended after December 29, 2004.)

This Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this Amendment.

References to provisions by Plan Section or Article numbers in this Amendment are to the provisions associated with these Section or Article numbers in the approved volume submitter specimen plan from which the Plan is generated. If the Section or Article numbers have been      , changed in generating the Plan, references are to the provisions in the Plan that are associated with the Section or Article numbers in the approved volume submitter specimen plan.

AMENDMENT SECTION 1: INCREASE IN PERCENTAGE OF COMPENSATION AUTOMATICALLY DEFERRED UNDER AUTOMATIC ENROLLMENT PROGRAM

o Select this Amendment Section 1 if the Plan provides for automatic deferrals and is being amended to change the automatic deferral amount

Unless an Eligible Employee elects otherwise in accordance with the provisions of Article IV, his Compensation will be reduced and Tax-Deferred Contributions will be made on his behalf equal to the following percentage of Compensation:

                    %

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The provisions of this Amendment Section 1 are effective as of:

AMENDMENT SECTION 2: NO PRE-SERVICE CONTRIBUTIONS

þ All Plans must select this Amendment Section 2.

In no event shall an Employer deliver Tax-Deferred Contributions to the Trustee on behalf of an Eligible Employee prior to the date the Eligible Employee performs the services with respect to which the Tax-Deferred Contribution is being made, unless such pre-funding is to accommodate a bond fide administrative concern and is not for the principal purpose of accelerating deductions.

If the Plan also provides for Matching Contributions, in no event shall an Employer deliver Matching Contributions to the Trustee on behalf of an Eligible Employee prior to the date the Eligible Employee performs the services with respect to which the Matching Contribution is being made, unless such pre-funding is to accommodate a bona fide administrative concern and is not for the principal purpose of accelerating deductions.

AMENDMENT SECTION 3: LIMIT ON DESIGNATION OF PROFIT-SHARING CONTRIBUTIONS AS QUALIFIED NONELECTIVE CONTRIBUTIONS

þ Select this Amendment Section 3 if the Plan is being amended to limit the portion of any Profit-Sharing Contribution designated as a Qualified Nonelective Contribution to an amount that satisfies the limitation on targeted Qualified Nonelective Contributions under the final 401(k) regulations.

An Employer may designate any portion or all of its Profit-Sharing Contribution as a Qualified Nonelective Contribution; provided, however, that in no event shall the amount designated as a Qualified Nonelective Contribution hereunder, when combined with any separate Qualified Nonelective Contribution made under the terms of the Plan, exceed the “QNEC limit” described in Section 5 of this Amendment. Amounts that are designated as Qualified Nonelective Contributions shall be accounted for separately and may be withdrawn only as permitted under the Plan.

AMENDMENT SECTION 4: SEPARATE QUALIFIED NONELECTIVE CONTRIBUTIONS

þ Select this Amendment Section 4 if the Plan is being amended to provide for discretionary Qualified Nonelective Contributions that satisfy the limitation on targeted Qualified Nonelective Contributions under the final 401(k) regulations.

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This Amendment Section 4 shall supersede any other Plan provision for a separate Qualified Nonelective Contribution.

Each Employer may, in its discretion, make a Qualified Nonelective Contribution to the Plan for the Plan Year in an amount determined by the Employer. Any discretionary Qualified Nonelective Contribution made by an Employer for the Contribution Period shall be allocated among its Eligible Employees during the Contribution Period who have met the allocation requirements for Qualified Nonelective Contributions described below. The allocable share of each such Eligible Employee in the Qualified Nonelective Contribution shall be (select one):

o   in the ratio which his Compensation from the Employer for the Contribution Period bears to the aggregate of such Compensation for all such Eligible Employees.

þ   either (i) in the ratio which his Compensation from the Employer for the Contribution Period bears to the aggregate of such Compensation for all such Eligible Employees or (ii) a flat dollar amount, as determined by the Sponsor for the Contribution Period. If allocation is made in accordance with (ii), in no event shall an Eligible Employee’s allocable share of the additional, discretionary Qualified Nonelective Contribution exceed the “QNEC limit” described in Section 5 of this Amendment.

o   a percentage, which need not be uniform with respect to each such Eligible Employee, of his “test compensation” (as defined in Section 7.1) for the Contribution Period. The Employer may designate those Eligible Employees on whose behalf it will make a Qualified Nonelective Contribution. In no event shall the allocable share of an Eligible Employee in the Qualified Nonelective Contribution exceed the “QNEC limit” described in Section 5 of this Amendment.

An Eligible Employee’s Compensation shall (select one if allocation is based on Compensation):

o   include Compensation earned before the date he became an Eligible Employee.

þ   exclude Compensation earned before the date he became an Eligible Employee.

An individual shall be eligible to receive an allocation of Qualified Nonelective Contributions hereunder if he is an Eligible Employee during the Plan Year and he (select any requirement(s) that apply):

þ   is not a Highly Compensated Employee for the Plan Year.

o  he is employed by an Employer or a Related Company on the last day of the Plan Year or he has completed at least 501 Hours of Service during the Plan Year (cannot be selected with the last day or service requirements below)

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o completes the service requirement specified below during the Plan Year (select one):

o 1,000 Hours of Service

o 501 Hours of Service

o the following number of Hours of Service:                   

o more than 91 consecutive calendar days of service

o more than three consecutive calendar months of service

o is employed on the last day of the Plan Year (select one):

o by an Employer, in any capacity, or by any Related Company

o by an Employer in a group of employees that is eligible to participate in the Plan

AMENDMENT SECTION 5: “QNEC Limit”.

þ	Select this Amendment Section 5 if either (i) Amendment Section 3 is selected or (ii) Amendment Section 4 is selected and Qualified Nonelective Contributions are not allocated in the ratio of Compensation.
	The “QNEC limit” means the product of an Eligible Employee’s “test compensation” (as defined in Section 7.1) for the Plan Year multiplied by the greater of 5% or two times the Plan’s “representative contribution rate”. If the Plan provides for Matching Contributions and/or After-Tax Contributions, the “QNEC limit” will be applied separately in allocating Qualified Nonelective Contributions that may included in calculating an Eligible Employee’s “deferral percentage” (as defined in Section 7.1) and his “contribution percentage” (as defined in Section 7.1).
	The Plan’s “representative contribution rate” is the lowest “applicable contribution rate” of any Eligible Employee who is not a Highly Compensated Employee for the Plan Year in either (i) the group consisting of half of all Eligible Employees who are not Highly Compensated Employees for the Plan Year or (ii) the group of all Eligible Employees who are not Highly Compensated Employees for the Plan Year and who are employed by the Employer or a Related Company on the last day of the Plan Year, whichever results in the greater amount.
	An Eligible Employee’s “applicable contribution rate” for purposes of allocating Qualified Nonelective Contributions that may be included in calculating his “deferral percentage” means (i) the sum of the Eligible Employee’s Qualified Matching Contributions taken into account in calculating his “deferral percentage” for the Plan Year and the Qualified Nonelective Contributions allocated to the Eligible Employee for the Plan Year (excluding any Qualified Nonelective Contributions that are included in calculating his “contribution percentage” for the Plan Year) (ii) divided by the Eligible

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Employee’s “test compensation” for the Plan Year. An Eligible Employee’s “applicable contribution rate” for purposes of allocating Qualified Nonelective Contributions that may be included in calculating his “contribution percentage” means (i) the sum of the Eligible Employee’s Matching Contributions included in calculating his “contribution percentage” for the Plan Year and the Qualified Nonelective Contributions allocated to the Eligible Employee for the Plan Year (excluding any Qualified Nonelective Contributions that are included in calculating his “deferral percentage for the Plan Year) (ii) divided by the Eligible Employee’s “test compensation” for the Plan Year.

AMENDMENT SECTION 6: LIMIT QMACs INCLUDED IN ADP TESTING

þ	Select this Amendment Section 6 if the Plan is being amended to limit the portion of any Matching Contribution designated as a Qualified Matching Contribution to an amount that satisfies the limitation on targeted Qualified Matching Contributions under the final 401(k) regulations.
	In no event shall the portion of any Matching Contribution designated as a Qualified Matching Contribution hereunder exceed the Eligible Employee’s “QMAC limit” for the Plan Year.
	The “QMAC limit” applicable to an Eligible Employee means the greatest of (1) 5% of the Eligible Employee’s Compensation, (2) the Eligible Employee’s Tax-Deferred Contributions for the Plan Year, or (3) 2 times the “representative match rate” multiplied by the Eligible Employee’s Tax-Deferred Contributions for the Plan Year. The “representative match rate” means the lowest “match rate” for any Eligible Employee who is not a Highly Compensated Employee for the Plan Year and who is in either (1) a determination group consisting of 1/2 of all Eligible Employees during the Plan Year who are not Highly Compensated Employees for the Plan Year or (2) the group consisting of all Eligible Employees who are employed by an Employer or a Related Company on the last day of the Plan and who are not Highly Compensated Employees for the Plan Year, whichever would provide the greater representative rate. A “match rate” means the Matching Contributions made on behalf of an Eligible Employee for the Plan Year divided by the Eligible Employee’s Tax-Deferred Contributions for the Plan Year; provided, however, that if Matching Contributions are made at different rates for different levels of Compensation, the “match rate” shall be determined assuming Tax-Deferred Contributions equal to 6% of Compensation.

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AMENDMENT SECTION 7: ELIMINATION OF LAST DAY AND/OR HOURS OF SERVICE REQUIREMENT(S) TO RECEIVE MATCHING CONTRIBUTIONS

o	Select this Amendment Section 7 if the Plan provides for Regular, Additional Discretionary and/or True Up Matching Contributions that are subject to a last day or Hours of Service requirement and either (i) provides for Safe Harbor Matching Contributions or (ii) provides for Safe Harbor Nonelective Contributions and is intended to satisfy the nondiscrimination rules for Matching Contributions using the safe harbor under Code Section 401(m)(11).
	The paragraphs in the Section of Article VI entitled “Allocation Requirements for Employer Contributions” that describe the allocation requirements applicable to Matching Contributions other than Safe Harbor Matching Contributions are amended to provide as follows:
	A person who was an Eligible Employee with respect to Matching Contributions at any time during a Contribution Period shall be eligible to receive an allocation of Regular Matching Contributions for such Contribution Period. To the extent that the Plan also provides for Additional Discretionary and/or True Up Matching Contributions, a person who was an Eligible Employee with respect to Matching Contributions at any time during a Contribution Period shall also be eligible to receive an allocation of Additional Discretionary and/or True Up Matching Contributions for such Contribution Period.

AMENDMENT SECTION 8: TESTING PROVISIONS CANNOT REPLACE SAFE HARBOR CONTRIBUTION REQUIREMENT

o

Select this Amendment Section 8 if the Plan provides for Safe Harbor Matching Contributions or Safe Harbor Nonelective Contributions.

The Plan documentation includes ADP testing provisions that are applicable for any Plan Year in which either (1) the notice requirements described in Code Section 401(k)(12)(D) are not satisfied and the Plan therefore does not satisfy Code Section 401(k)(12) or (2) the Plan provides for a contingent Safe Harbor Nonelective Contribution, elects not to make such contribution for a Plan Year, and does not provide a follow-up notice, as provided under Treasury Regulations Section 1.401(k)-3(f). Under no circumstance do the ADP testing provisions relieve an Employer from its obligation to make Safe Harbor Matching Contributions or Safe Harbor Nonelective Contributions in accordance with the terms of the Plan. If ADP testing applies because an Employer did not satisfy the notice requirements, as described in (1) above, the Employer is still obligated to make Safe Harbor Matching Contributions or Safe Harbor Nonelective Contributions in accordance with the Plan provisions.

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AMENDMENT SECTION 9: SAFE HARBOR MATCH OF CATCH-UP CONTRIBUTIONS

o	Select this Amendment Section 9 if the Plan provides for Safe Harbor Matching Contributions and Catch-Up Contributions.
	Notwithstanding any other provision of the Plan to the contrary, Safe Harbor Matching Contributions shall be made with respect to an Eligible Employee’s Catch-Up Contributions (as described in Code Section 414(v)) to the Plan provided that such Catch-Up Contributions do not exceed the Compensation limitation on Tax-Deferred Contributions matched under the safe harbor formula.

AMENDMENT SECTION 10: USE OF DIFFERENT TESTING METHODS TO SATISFY NONDISCRIMINATION REQUIREMENTS

o	Select this Amendment Section 10 if the Plan uses prior year testing to satisfy ADP and current year testing to satisfy ACP or vice versa.
	The “testing year” for purposes of applying the limitations on Tax-Deferred Contributions for Highly Compensated Employees in Article VII means (select one):

o the Plan Year being tested. (Select if current year testing is used to satisfy ADP — must select if Plan is intended to satisfy the safe harbor requirements under Code Section 401(k)(12).)

o the Plan Year immediately preceding the Plan Year being tested. (Select if prior year testing is used to satisfy ADP.)

The “testing year” for purposes of applying the limitations on Matching Contributions and/or After-Tax Contributions for Highly Compensated Employees in Article VII means (select one):

o the Plan Year being tested. (Select if current year testing is used to satisfy ACP.)

o the Plan Year immediately preceding the Plan Year being tested. (Select if prior year testing is used to satisfy ACP.)

AMENDMENT SECTION 11: EXCLUSION OF DISPROPORTIONATE MATCHING CONTRIBUTIONS FROM CONTRIBUTION PERCENTAGES OF NHCEs

þ Select this Amendment Section 11 if the Plan provides for Matching Contributions, HCEs receive Matching Contributions, and the Plan covers non-collectively bargained employees.

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Contract No. 60022.001

Matching Contributions in excess of 100% of the Tax-Deferred Contributions of an “eligible participant” who is not a Highly Compensated Employee for a Plan Year shall not be used in computing such “eligible participant’s” “contribution percentage” for the Plan Year to the extent that such Matching Contributions exceed the greater of (i) 5% of the “eligible participant’s” “test compensation” for the Plan Year or (ii) the product of 2 times the Plan’s “representative match rate” multiplied by the “eligible participant’s” Tax-Deferred Contributions for the Plan Year. The Plan’s “representative match rate” is the lowest “match rate” of any “eligible participant” who is not a Highly Compensated Employee for the Plan Year in either (i) the group consisting of half of all “eligible participants” who are not Highly Compensated Employees for the Plan Year or (ii) the group of all “eligible participants” who are not Highly Compensated Employees for the Plan Year and who are employed by the Employer or a Related Company on the last day of the Plan Year and who make Tax-Deferred Contributions for the Plan Year, whichever results in the greater amount. An “eligible participant’s “match rate” means the Matching Contributions made on behalf of the “eligible participant” for the Plan Year divided by the “eligible participant’s” Tax-Deferred Contributions for the Plan Year; provided, however, that if Matching Contributions are made at different rates for different levels of Compensation, the “match rate” shall be determined assuming Tax-Deferred Contributions equal to 6% of Compensation. If the Plan permits Eligible Employees to make After-Tax Contributions and matches the sum of an “eligible participant’s” After-Tax and Tax-Deferred Contributions, the sum of an “eligible participant’s” Tax-Deferred and After-Tax Contributions shall be substituted for his Tax-Deferred Contributions for purposes of this paragraph.

AMENDMENT SECTION 12: SEPARATE APPLICATION OF TESTING PROVISIONS TO EMPLOYEES WHO HAVE NOT SATISFIED THE MAXIMUM AGE AND SERVICE REQUIREMENTS UNDER CODE SECTION 410(a)

þ

All Plans must select this Amendment Section 12.

If the Plan provides that Employees are eligible to make Tax-Deferred Contributions before they have satisfied the minimum age and service requirements under Code Section 410(a)(1) and applies Code Section 410(b)(4)(B) in determining whether the cash or deferred arrangement meets the requirements of Code Section 410(b)(1), the Administrator may apply the limitations on Tax-Deferred Contributions of Highly Compensated Employees described in Article VII either:

(a) by comparing the average “deferral percentage” of all Eligible Employees who are Highly Compensated Employees for the Plan Year to the average “deferral percentage” for the “testing year” of those Eligible Employees who are not Highly Compensated Employees and who have satisfied the minimum age and service requirements under Code Section 410(a)(1); or

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(b) separately with respect to Eligible Employees who have not satisfied the minimum age and service requirements under Code Section 410(a)(1) and Eligible Employees who have satisfied such minimum age and service requirements.

Similarly, if the Plan provides for After-Tax and/or Matching Contributions, provides that Employees are eligible to make After-Tax and/or Matching Contributions before they have satisfied the minimum age and service requirements under Code Section 410(a)(1), and applies Code Section 410(b)(4)(B) in determining whether the portion of the Plan subject to Code Section 401(m) meets the requirements of Code Section 410(b)(1), the Administrator may apply the limitations on After-Tax and Matching Contributions of Highly Compensated Employees described in Article VII either:

(a)	by comparing the average “contribution percentage” of all “eligible participants” who are Highly Compensated Employees for the Plan Year to the average “contribution percentage” for the “testing year” of those “eligible participants” who are not Highly Compensated Employees and who have satisfied the minimum age and service requirements under Code Section 410(a)(1); or
(b)	separately with respect to “eligible participants” who have not satisfied the minimum age and service requirements under Code Section 410(a)(1) and “eligible participants” who have satisfied such minimum age and service requirements.

AMENDMENT SECTION 13: AGGREGATION OF CONTRIBUTIONS AND PLANS FOR PURPOSES OF APPLYING ADP TEST

þ

All Plans must select this Amendment Section 13.

In determining the “deferral percentage” for any Eligible Employee who is a Highly Compensated Employee for the Plan Year, “elective contributions”, “qualified nonelective contributions”, and “qualified matching contributions” (to the extent that “qualified nonelective contributions” and “qualified matching contributions” are taken into account in determining “deferral percentages”) made to his accounts under any plan of an Employer or a Related Company that is not mandatorily disaggregated pursuant to IRS regulations Section 1.410(b)-7(c), as modified by Section 1.401 (k)-1(b)(4) (without regard to the prohibition on aggregating plans with inconsistent testing methods contained in Section 1.401(k)-1(b)(4)((iii)(B) and the prohibition on aggregating plans with different plan years contained in Section 1.410(b)-7(d)(5)), shall be treated as if all such contributions were made to the Plan; provided, however, that if such a plan has a plan year different from the Plan Year, any such contributions made to the Highly Compensated Employee’s accounts under the other plan during the Plan Year shall be treated as if such contributions were made to the Plan.

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If one or more plans of an Employer or Related Company are aggregated with the Plan for purposes of satisfying the requirements of Code Section 401(a)(4) or 410(b), then “deferral percentages” under the Plan shall be calculated as if the Plan and such one or more other plans were a single plan. Pursuant to Treasury regulations Section 1.401(k)-1(b)(4)(v), an Employer may elect to calculate “deferral percentages” aggregating ESOP and non-ESOP plans. In addition, an Employer may elect to calculate “deferral percentages” aggregating bargained plans maintained for different bargaining units, provided that such aggregation is done on a reasonable basis and is reasonably consistent from year to year. Plans may be aggregated under this paragraph only if they have the same plan year and utilize the same testing method to satisfy the requirements of Code Section 401(k).

AMENDMENT SECTION 14: AGGREGATION OF CONTRIBUTIONS AND PLANS FOR PURPOSES OF APPLYING ACP TEST

þ	Select this Amendment Section 14 if the Plan provides for After-Tax and/or Matching Contributions.
	In determining the “contribution percentage” for any “eligible participant” who is a Highly Compensated Employee for the Plan Year, “matching contributions”, “employee contributions”, “qualified nonelective contributions”, and “elective contributions” (to the extent that “qualified nonelective contributions” and “elective contributions” are taken into account in determining “contribution percentages”) made to his accounts under any plan of an Employer or a Related Company that is not mandatorily disaggregated pursuant to IRS regulations Section 1.410(b)-7(c), as modified by Section 1.401(m)-1(b)(4) (without regard to the prohibition on aggregating plans with inconsistent testing methods contained in Section 1.401(m)-1(b)(4)((iii)(B) and the prohibition on aggregating plans with different plan years contained in Section 1.410(b)-7(d)(5)), shall be treated as if all such contributions were made to the Plan; provided, however, that if such a plan has a plan year different from the Plan Year, any such contributions made to the Highly Compensated Employee’s accounts under the other plan during the Plan Year shall be treated as if such contributions were made to the Plan.
	If one or more plans of an Employer or Related Company are aggregated with the Plan for purposes of satisfying the requirements of Code Section 401(a)(4) or 410(b), then “contribution percentages” under the Plan shall be calculated as if the Plan and such one or more other plans were a single plan. Pursuant to Treasury regulations Section 1.401(m)-1(b)(4)(v), an Employer may elect to calculate “contribution percentages” aggregating ESOP and non-ESOP plans. In addition, an Employer may elect to calculate “contribution percentages” aggregating bargained plans maintained for different bargaining units, provided that such aggregation is done on a reasonable basis and is reasonably consistent from year to year. Plans may be aggregated under this paragraph only if they have the same plan year and utilize the same testing method to satisfy the requirements of Code Section 401(m).

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AMENDMENT SECTION 15: CREDITING GAP PERIOD INCOME

þ	Select this Amendment Section 15 if the Plan did not previously calculate income for the “gap period” between the close of the Plan Year and the date excess contributions are distributed.
	The Section of Article VII entitled “Determination of Income and Loss” is amended to provide as follows (select one):

þ  The income or loss attributable to “excess contributions” that are distributed pursuant to this Article shall be determined by multiplying the income or loss for the preceding Plan Year and the “gap period” attributable to the Employee’s Sub Account to which the “excess contributions” were credited by a fraction, the numerator of which is the “excess contributions” made to such Sub Account on the Employee’s behalf for the preceding Plan Year and the denominator of which is (a) the balance of the Sub Account on the first day of the preceding Plan Year, plus (b) the contributions made to such Sub Account for the preceding Plan Year and the “gap period”. Notwithstanding the foregoing, however, at the election of the Administrator, income attributable to “excess contributions” for the “gap period” may be calculated either under the fractional method set forth above or as the product of ten percent of the amount of the income determined under the fractional method set forth above for the Plan Year multiplied by the number of calendar months that elapse during the “gap period”. For purposes of determining the number of calendar months that elapse during the “gap period”, a distribution that is made on or before the 15th day of the month shall be treated as having been made on the last day of the preceding calendar month and a distribution that is made after the 15th day of the month shall be treated as having been made on the first day of the succeeding calendar month.

o  The income or loss attributable to “excess contributions” that are distributed pursuant to this Article shall be determined for the preceding Plan Year and the “gap period” under the method otherwise used for allocating income or loss to Participant’s Accounts; provided, however, that income or loss for the “gap period” may be determined as of a date that is no more than 7 days before the date of distribution.

For purposes of this Amendment Section 15, the “gap period” means the period between the close of the Plan Year in which “excess contributions” were made and the date the contributions are distributed.

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AMENDMENT SECTION 16: ELIMINATION OF CODA AGGREGATION RULES FOR PURPOSES OF APPLYING ADP SAFE HARBOR

o

Select this Amendment Section 16 if the Plan provides for Safe Harbor Matching Contributions, HCEs receive Safe Harbor Matching Contributions, and the Plan covers non-collectively bargained employees.

The Plan shall not fail to satisfy the safe harbor testing rules for a Plan Year if for such Plan Year an Employer or a Related Company maintains a plan under which “matching contributions” on behalf of Highly Compensated Employees are made at a rate greater than the rate provided under the Plan. However, the Plan shall not be deemed to have satisfied the limitations on Tax-Deferred Contributions of Highly Compensated Employees for any Plan Year unless the ratio of Matching Contributions made with respect to the Tax-Deferred Contributions (and After-Tax Contributions, if After-Tax Contributions are matched under the Plan) of each Highly Compensated Employee for the Plan Year to each such Highly Compensated Employee’s Tax-Deferred Contributions (and After-Tax Contributions, if applicable) for the Plan Year is not greater than the ratio of Matching Contributions made with respect to Tax-Deferred Contributions (and After-Tax Contributions, if applicable) of each non-Highly Compensated Employee who has made Tax-Deferred Contributions (and After-Tax Contributions, if applicable) for the Plan Year at the same percentage of Compensation for the Plan Year as such Highly Compensated Employee to each such non-Highly Compensated Employee’s Tax-Deferred Contributions (and After-Tax Contributions, if applicable).

AMENDMENT SECTION 17: CHANGES TO HARDSHIP WITHDRAWAL EVENTS

þ	Select this Amendment Section 17 if the Plan permits hardship withdrawals and wishes to use the safe harbor provided under regulations for determining an “immediate and heavy financial need”.
	The Section of Article XIII entitled “Hardship Determination” is amended to provide as follows:
	The Administrator shall grant a hardship withdrawal only if it determines that the withdrawal is necessary to meet an immediate and heavy financial need of the Participant. An immediate and heavy financial need of the Participant means a financial need on account of:

(a) expenses previously incurred by or necessary to obtain for the Participant, the Participant’s spouse, or any dependent of the Participant (as defined in Code Section 152, without regard to subsections (b)(1), (b)(2) and (d)(1)(B) thereof) medical care deductible under Code Section 213(d), determined without regard to whether the expenses exceed any applicable income limit

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(b)	costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Participant
(c)	payment of tuition, related educational fees, and room and board expenses for the next 12 months of post- secondary education for the Participant, or the Participant’s spouse, child, or other dependent (as defined in Code Section 152, without regard to subsections (b)(1), (b)(2) and (d)(1)(B) thereof)
(d)	payments necessary to prevent the eviction of the Participant from his principal residence or foreclosure on the mortgage on the Participant’s principal residence
(e)	payment of funeral or burial expenses for the Participant’s deceased parent, spouse, child, or dependent (as defined in Code Section 152, without regard to subsection (d)(1)(B) thereof)
(f)	expenses for the repair of damage to the Participant’s principal residence that would qualify for a casualty loss deduction under Code Section 165 (determined without regard to whether the loss exceeds any applicable income limit)

AMENDMENT SECTION 18: PRESERVE OTHER FACTS AND CIRCUMSTANCES FOR HARDSHIP WITHDRAWALS OF EMPLOYER CONTRIBUTIONS

o	Select this Amendment Section 18 if the Plan permits hardship withdrawals of Employer Contributions using other facts and circumstances for determining an “immediate and heavy financial need”.
	With respect only to hardship withdrawals from the Sub-Accounts specified below, an immediate and heavy financial need means such other facts and circumstances that the Administrator determines, based on uniform and non discriminatory criteria, adversely affect the Participant’s financial security. The special hardship determination shall apply only to a Participant’s (select all that apply):

o   Regular Matching Contributions Sub-Account (and, if applicable, his Additional, Discretionary Matching Contributions Sub-Account and his True Up Matching Contributions Sub-Account)

o   Profit-Sharing Contributions Sub-Account

AMENDMENT SECTION 19: 6-MONTH SUSPENSION AND DELETE REDUCTION IN 402(g) LIMIT FOLLOWING HARDSHIP WITHDRAWAL

o   Select this Amendment Section 19 if the Plan provides for hardship withdrawals, uses the safe harbor suspension rule to satisfy the necessity requirement, and was not

14

Contract No. 60022.001

previously amended to change the suspension period to 6 months and eliminate the reduction in the Code Section 402(g) limit for the year following a hardship withdrawal.

The Section of Article XIII entitled “Satisfaction of Necessity Requirement for Hardship Withdrawals” is amended to shorten the suspension period applicable to Tax-Deferred Contributions and After-Tax Contributions following a hardship withdrawal from 12 months to 6 months. This Section is also amended to eliminate the reduction in the deferral limit under Code Section 402(g) for the taxable year following the year of the withdrawal.

AMENDMENT SECTION 20: ELIMINATE SUSPENSION FOLLOWING HARDSHIP WITHDRAWAL OF AFTER-TAX CONTRIBUTIONS THAT ARE MATCHED UNDER SAFE HARBOR FORMULA

o	Select this Amendment Section 20 if the Plan provides for After-Tax Contributions and Safe Harbor Matching Contributions, matches After-Tax Contributions under the safe harbor formula and also provides for hardship withdrawals using the safe harbor suspension rule to satisfy the necessity requirement.
	The 6-month suspension requirement applicable to Tax-Deferred Contributions and After-Tax Contributions following a hardship withdrawal shall not apply to After-Tax Contributions that receive Safe Harbor Matching Contributions.

AMENDMENT SECTION 21: CLARIFICATION OF APPLICATION OF PARTICIPANT REPRESENTATION OF NEED FOR HARDSHIP WITHDRAWAL

o

Select this Amendment Section 21 if the Plan provides for hardship withdrawal and, uses the Participant representation rule to satisfy the necessity requirement.

The Section of Article XIII entitled “Satisfaction of Necessity Requirement for Hardship Withdrawals” is amended to provide that to the extent that a Participant’s hardship can be partially relieved by any of the sources identified in his representation, other than borrowing from commercial sources, the Participant must utilize such source before a hardship withdrawal is deemed necessary under the Plan.

AMENDMENT SECTION 22: EXPAND PLANS EXCLUDED FROM DEFINITION OF “SUCCESSOR PLAN” IN APPLYING LIMITATION ON DISTRIBUTION FOLLOWING PLAN TERMINATION

þ   All Plans must select this Amendment Section 22.

15

Contract No. 60022.001

Paragraph (c) of the Section of Article XIX entitled “Termination” is amended to provide as follows:

(c) Notwithstanding the provisions of paragraph (b) of this Section, no distribution shall be made to a Participant of any portion of the balance of his Tax-Deferred Contributions Sub-Account on account of Plan termination (other than a distribution made in accordance with Article XIII or required in accordance with Code Section 401(a)(9)) unless (i) neither his Employer nor a Related Company establishes or maintains another defined contribution plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7), a tax credit employee stock ownership plan as defined in Code Section 409, a simplified employee pension as defined in Code Section 408(k), a SIMPLE IRA plan as defined in Code Section 408(p), a plan or contract that meets the requirements of Code Section 403(b), or a plan that is described in Code Section 457(b) or (f)) either at the time the Plan is terminated or at any time during the period ending 12 months after distribution of all assets from the Plan; provided, however, that this provision shall not apply if fewer than 2% of the Eligible Employees under the Plan were eligible to participate at any time in such other defined contribution plan during the 24 month period beginning 12 months before the Plan termination, and (ii) the distribution the Participant receives is a “lump sum distribution” as defined in Code Section 402(e)(4), without regard to clauses (I), (II), (III), and (IV) of sub-paragraph (D)(i) thereof.

* * *

EXECUTED AT Agilysys, Inc, this 18 day of December, 2006.

By:	/s/ Sue Gerlach
	Title: Benefits Manager

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EX-99.D.34

Exhibit (d)(34)

TRUST AGREEMENT

THIS AGREEMENT, made and entered into the 1 day of August, 2004, by and between Agilysys, Inc. (the “Employer”), a Corporation having its principal office in Ohio, and Investors Bank & Trust Company (the “Trustee”).

WITNESSETH:

WHEREAS, the Employer has duly established The Retirement Plan of Agilysys, Inc., hereinafter called the “Plan”, for certain of its employees and the employees of other adopting employers, if so provided in the Plan, and has authorized the creation of a Trust Fund to be administered under the Plan by the Trustee, to which Trust Fund contributions are to be made from time to time by the Employer and the other adopting employers, to be used for the exclusive benefit of its said employees and their successors in interest in accordance with the provisions of the Plan and as hereinafter set forth; and

WHEREAS, the Trustee is willing to serve as a directed trustee and to hold and administer such money and other property pursuant to the terms of the Plan and this Trust Agreement;

NOW, THEREFORE, the Employer and the Trustee agree as follows:

TABLE OF CONTENTS OF TRUST AGREEMENT

	ARTICLE I — ESTABLISHMENT
Section 1.1	Establishment of Trust	2
Section 1.2	Plan Qualification	2
	ARTICLE II — ADMINISTRATION OF TRUST FUND
Section 2.1	General Administration	2
Section 2.2	Contributions to Trust	2
Section 2.3	Accounts	2
Section 2.4	Distributions from Trust	3
	ARTICLE III — INVESTMENT DEFECTION
Section 3.1	Directed Trustee	4
Section 3.2	Named Fiduciary-Investment Direction	4
Section 3.3	Participant-Investment Direction	4
Section 3.4	Appointment of Investment Manager	4
Section 3.5	Short-Term Investment Pending Instructions	5
Section 3.6	Securities Lending	6
	ARTICLE IV — POWERS OF TRUSTEE
Section 4.1	Directed Powers of the Trustee	6
Section 4.2	Discretionary Powers of the Trustee	7
Section 4.3	Voting	8
	ARTICLE V — ACCOUNTING
Section 5.1	Valuation and Reports	8
Section 5.2	Approval of Account	8
	ARTICLE VI — COMPENSATION, FEES AND EXPENSES
Section 6.1	Compensation of Trustee	9
Section 6.2	Taxes and Expenses	9
Section 6.3	Method of Payment	9

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	ARTICLE VII — RESIGNATION/REMOVAL
Article VII	Resignation or Removal of Trustee	10
	ARTICLE VIII — PROTECTION/LIMITATION ON LIABILITY FOR TRUSTEE
Section 8.1	Trustee’s Protection	10
Section 8.2	Reliance by Trustee	11
Section 8.3	Absence of Instructions	11
Section 8.4	Indemnification by the Employer and Plan Administrator	11
	ARTICLE IX — NO DIVERSION
Article IX	Prohibition of Diversion	12
	ARTICLE X — AMENDMENT AND TERMINATION OF THE TRUST
Section 10.1	Amendment	13
Section 10.2	Termination	13
	ARTICLE XI — MISCELLANEOUS PROVISIONS
Section 11.1	Nonalienation	13
Section 11.2	Employment	13
Section 11.3	Certification of Trust Agreement	13
Section 11.4	Governing Law	13
Section 11.5	Segregation of Assets	14
Section 11.6	Titles	14
Section 11.7	Counterparts	14
Section 11.8	Severability	14
Section 11.9	Written Notice	14
Section 11.10	Confidentiality Agreement	14
	ARTICLE XII — DEFINITIONS
Section 12.1	“Act”	14
Section 12.2	“Agreement”	14
Section 12.3	“Code”	15
Section 12.4	“Named Fiduciary”	15
Section 12.5	“Participant”	15
Section 12.6	“Participant Loan”	15
Section 12.7	“Plan”	15
Section 12.8	“Plan Administrator”	15
Section 12.9	“Recordkeeper”	15
Section 12.10	“Trust”	15
Section 12.11	“Trust Fund”	15
Section 12.12	“Trustee”	15

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ARTICLE I
ESTABLISHMENT

1.1 Establishment of Trust. The Employer establishes the Trust, which will consist of amounts contributed and/or transferred to the Trustee, investments and proceeds thereof and earnings thereon, reduced by payments from the Trust as provided herein. The Trustee, by executing this Trust Agreement, accepts the Trust and agrees to administer the Trust as provided herein.

1.2 Plan Qualification. The Employer hereby represents that the Plan is qualified under Code Section 401(a) and agrees to notify the Trustee if it has reason to believe the Plan has ceased or will cease to be so qualified. Trustee will have no liability or responsibility for the validity, legal effect or tax qualification of the Plan.

ARTICLE II
ADMINISTRATION OF TRUST FUND

2.1 General Administration. This Trust Fund shall be a part of the Plan and shall be administered for the exclusive purposes of providing benefits to Participants, as defined in the Plan, and their successors in interest and defraying reasonable expenses of administering the Plan, and shall be administered in accordance with the provisions of the Plan and of the Act. The Trustee, by executing this Trust Agreement, agrees to be bound by the terms of the Plan applicable to it and by the terms of this agreement. The Employer hereby agrees to provide a copy of the Plan document to the Trustee, to notify the Trustee of any amendment to the Plan and to provide a copy of such amendment to the Trustee within fifteen days of its effective date.

2.2

Contributions to Trust. The Trustee will accept such cash contributions made by or on behalf of Participants as it receives from time to time from the Employer, and such assets as may be transferred by Participants or by the trustee or custodian of another qualified plan or individual retirement account, if the Plan Administrator, as defined in the Plan, has certified that such transfer is in accordance with the Plan.

The Trustee will have no responsibility for determining the time or amount of any contribution to the Trust or enforcing the collection of any contribution. Also, the Trustee will have no responsibility for determining that contributions satisfy any applicable requirement of the Plan or law, including, but not limited to, the minimum contribution requirements of Code Sections 412 and 416. Also, the Trustee will have no responsibility for determining whether the amount of any contribution (or the portion of such contribution allocated to the account(s) of a participant) is within any applicable limit, including, but not limited to, the limits imposed by Code Sections 401(k) and (m), 402(g), 404 and 415. The contribution or transfer of any amount to the Trustee hereunder constitutes a certification by the Employer and the Plan Administrator that such contribution or transfer is in accordance with the Plan.

2.3 Accounts. The Trustee will maintain such accounts or funds as are necessary for the Trustee to carry out its responsibilities under the Plan; and the Trustee will make credits to or charges against such accounts or funds as provided therein. The Trustee will not maintain records of individual Participant accounts.

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2.4 Distributions from Trust. The Trustee shall pay benefits and expenses (other than taxes and Trustee compensation and expenses) from the Trust Fund only upon the written direction of the Plan Administrator.

(a)	The Employer will certify to the Trustee the identity of the Plan Administrator (and of any other person authorized to act on behalf of the Employer for purposes of the Plan) and will provide specimen signatures, or any other type of identification required of the person or persons serving as Plan Administrator or on behalf of the Employer. The Trustee may assume that the authority of such person or persons continues unless the Employer advises the Trustee otherwise in writing. The Trustee shall be fully entitled to rely on such directions and shall be under no duty to ascertain whether the directions are in accordance with the provisions of the Plan.
(b)	If the Plan Administrator has delegated certain functions to a Recordkeeper, the Plan Administrator may instruct the Trustee to take directions from such Recordkeeper. The Plan Administrator will provide such information as is required by the Recordkeeper or the Trustee regarding the names and signatures of the person or persons authorized to provide plan or investment information. The Trustee may assume that the authority of such person(s) continues unless the Plan Administrator advises the Trustee otherwise in writing. The Trustee shall be fully entitled to rely on directions from the Recordkeeper and shall be under no duty to ascertain whether the directions are in accordance with the provisions of the Plan.
(c)	Upon receipt of a written notice from the Plan Administrator certifying that an amount is payable to a Participant, or other person under the Plan, the Trustee will promptly pay such amount in accordance with the notice and will be fully protected in so doing. The Plan Administrator’s notice will include all information necessary to enable the Trustee to make such payment, including income tax withholding instructions and the account or accounts or investment fund or funds to be charged with such payments. The Plan Administrator’s giving of a payment notice constitutes a certification from the Plan Administrator to the Trustee that such payment is in accordance with the Plan, that the Plan Administrator has provided the Participant any and all notices and explanations required by law and that the Plan Administrator has properly obtained any waivers or consents of the Participant, the Participant’s spouse or other distributee required by law. The Trustee will have no responsibility for the application of any payment by the recipient, for determining the rights or benefits of any person in the Trust or under the Plan, for approving or holding Participants’ loans under the Plan, for the administration of the Plan, or for the adequacy of the Trust to meet all liabilities arising under the Plan. The Trustee shall not have any responsibility for calculating or determining any amount to be distributed to a Participant and/or for compliance with any applicable requirements for minimum distributions.

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ARTICLE III
INVESTMENT DIRECTION

3.1

Directed Trustee. The Trustee shall act only as a directed Trustee and shall exercise no discretion over the investment or distribution of the Trust Fund. The Trustee shall invest and reinvest the Trust Fund, without distinction between principal and income, in accordance with investment directions, as provided in this Article. The Trustee will have no responsibility to review or question such investment directions or to review any investment to be acquired, held or disposed of pursuant to such investment directions or to make any recommendations with respect to the disposition or continued retention of any such investment. When accepting and implementing such investment directions, the Trustee will have no responsibility or liability for compliance with any applicable requirements concerning plan investments under the Plan or the Act or for any loss or diminution in value which results from the choice of investments for the Trust Fund. Whenever the Trustee is permitted or required to act upon instructions or directions of the Named Fiduciary, Plan Administrator, Participant, or investment manager, the Trustee will have no responsibility or liability for any action taken or omitted by the Trustee in reliance thereon.

It is understood and agreed by the parties that although the Trustee will perform certain ministerial and custodial duties with respect to the assets held in Trust, such duties will be performed in the normal course by officers and other employees of the Trustee or by such other person or persons with whom the Trustee has contracted to perform services for it, all of whom may be unfamiliar with investment management, and that such duties will not include the exercise of any discretionary authority or other authority to manage and control assets comprising the Trust Fund.

3.2 Named Fiduciary-Investment Direction. Subject to Sections 3.3 and 3.4, the Trustee shall invest the Trust Fund pursuant to the written direction of the Plan’s Named Fiduciary. The Employer will certify to the Trustee the identity of the Named Fiduciary (and of any other person authorized to act on behalf of the Named Fiduciary for purposes of the Plan) and will provide specimen signatures or other information required of the person or persons serving as Named Fiduciary. The Trustee may assume that the authority of such person or persons continues unless the Employer notifies the Trustee in writing. The Trustee will not be liable for, or obligated to inquire into, the acts or omissions of the Named Fiduciary.

3.3 Participant-Investment Direction. If the Plan permits Participants to direct the investment of some or all of their Plan accounts, the Trustee will invest the Trust Fund pursuant to the Plan and the Participants’ investment directions. Each Participant shall convey investment instructions to the Plan Administrator and the Plan Administrator shall transmit those instructions, in writing, promptly to the Trustee, unless the Employer and the Trustee have agreed, in a separate written agreement, to accept Participant directed investment instructions for the Recordkeeper of the Employer.

3.4 Appointment of Investment Manager.

(a) The Named Fiduciary may in writing appoint an investment manager or managers to assume responsibility for the investment of any portion or all of the assets of the Trust Fund for such time as the Named Fiduciary may determine and, unless such power is reserved to the Named Fiduciary, for directing the Trustee to vote or refrain from voting any stocks, bonds or other securities held in the Trust over which the investment manager has investment responsibility and to exercise or refrain from exercising any rights to subscribe for additional stocks, bonds or other securities appurtenant to such securities. Communication of such appointment to the Trustee by the Named Fiduciary shall constitute an allocation to the investment manager of fiduciary responsibility for the part of the Trust Fund subject to its management and control. If the Plan gives a Participant investment control over the assets in his account, the Participant may appoint an investment manager; in such a case, references to the Named Fiduciary in this Section 3.4 will be deemed to be references to the Participant.

4

(b) The Employer shall ascertain and shall certify to the Trustee that any investment manager appointed hereunder is (i) registered as an investment adviser under the Investment Advisers Act of 1940 or (ii) a bank, as defined in that Act, and that the instrument or instruments appointing an investment manager and evidencing the investment manager’s acceptance of such appointment contains an acknowledgment by the investment manager that it is a fiduciary with respect to the Plan.

(c) The investment manager(s) will have sole responsibility for the investment and, unless reserved to the Named Fiduciary, the voting and subscription action of the portion of the Trust Fund under its or their respective management and the Trustee shall take such action only upon the proper instructions of the Investment Manager. The Trustee will not be liable for, or obligated to inquire into, the acts or omissions of any investment manager appointed hereunder.

(d) The investment manager shall from time to time certify to the Trustee the name of the person or persons authorized to act on behalf of the investment manager hereunder, and furnish the Trustee a specimen of the signature of any such person. Any person so certified shall be deemed to be the authorized representative of the investment manager. When any person so certified shall cease to have authority to act on behalf of the investment manager, the investment manager shall promptly give notice to that effect to the Trustee. Until such notice is received by the Trustee, such person shall continue to be an authorized representative.

(e) All directions to the Trustee by the investment manager shall be in writing (provided that the Trustee may, in its discretion, accept oral directions subject to confirmation in writing) and shall be signed by an authorized representative of the investment manager (as described above). Notwithstanding anything herein to the contrary, the Trustee shall be fully protected in acting in accordance with the following types of directions, to the same extent as if such directions were given by the investment manager in writing: (i) directions with respect to securities transactions (including, without limitation, the affirmation and/or confirmation of such transactions) received by it through a system or arrangement for the coordination of securities transaction settlements operated by Depository Trust Company or by any other central securities depository, securities clearing organization, or book-entry system which serves to link investment managers, securities brokers, and custodian banks; and (ii) directions (including, without limitation, the affirmation and/or confirmation of transactions) received by the Trustee through authenticated telecommunications facilities, including, without limitation, communications effected directly between electro-mechanical or electronic devices, provided that the Trustee and the investment manager have agreed that such procedures afford adequate safeguards. The investment manager’s directions may be given as standing instructions.

(f) If an investment manager resigns or is removed by the Named Fiduciary, the Named Fiduciary will promptly notify the Trustee and that portion of the Trust Fund will again be invested pursuant to Section 3.2 or 3.3 hereof until another investment manager has been appointed with respect to such portion of the Trust Fund.

3.5 Short-Term Investment Pending Instructions. In the event the Trustee fails to receive direction with respect to the investment of any cash contribution or any cash pending investment, distribution or payment of expenses, the Trustee shall invest such cash in accordance with the direction of the Named Fiduciary and any earnings thereon shall be allocated ratably to those Participants whose accounts are represented by the undirected funds, or if the Plan is not an individual account plan, in accordance with the normal treatment of investment earnings under the Plan.

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3.6 Securities Lending. The Named Fiduciary or, if an investment manager has been appointed, the investment manager, (hereinafter the “Appointing Fiduciary”) may appoint the Trustee as securities lending fiduciary, if the Trustee consents to such appointment, to establish, manage and administer a securities lending program on behalf of the Trust Fund, pursuant to which the Trustee shall have authority to cause any or all securities held in the Trust Fund (excluding securities held in any portion of the Trust Fund which the Appointing Fiduciary identifies in writing to the Trustee as not being eligible to participate in said program) to be lent to such one or more borrowers as the Trustee shall determine, in accordance with Prohibited Transaction Class Exemption 81-6. The Appointing Fiduciary shall enter into a written agreement with the Trustee setting forth the terms and conditions of the Trustee’s appointment, including without limitation the compensation to be paid to the Trustee for its services with respect to such securities lending program.

ARTICLE IV
POWERS OF TRUSTEE

4.1 Directed Powers of the Trustee. The Trustee shall have the following powers and authority in the administration of the Trust; provided, however, that such powers and authority shall be exercised by the Trustee only upon the receipt of direction as provided in Article III:

(a)	to deal with all or any part of the Trust assets, including the power to acquire and dispose of assets;
(b)	to hold any part of the Trust Fund in cash pending the investment or distribution thereof, without liability for interest;
(c)	to enforce by suit or otherwise, or to waive its rights on behalf of the Trust, and to defend claims asserted against it or the Trust; however, the Trustee will not be required to institute or defend itself, the Plan, or the Trust in any court or administrative proceeding unless it has first been indemnified to its satisfaction for the costs and expenses thereof;
(d)	to compromise, adjust and settle any and all claims against or in favor of it or the Trust;
(e)	to vote, or give proxies to vote, any stock or other security, and to waive notice of meetings;
(f)	to oppose, or participate in and consent to the reorganization, merger, consolidation or readjustment of the finances or capitalization of any enterprise, to pay assessments and expenses in connection therewith, and to deposit securities under deposit agreements;
(g)	to invest or reinvest principal and income of the funds belonging to the Trust Fund in common or preferred stocks, bonds, or other securities, or limited partnership interests, or real or personal properties or interests therein, or any options, warrants or other instruments representing rights to receive, purchase, or subscribe for the same, or evidencing or representing any other rights or interests therein, or group annuity investment contracts issued by a legal reserve life insurance company authorized to do business in Massachusetts or to hold any reasonable amounts of such principal or income in cash;
(h)	to execute such deeds, leases, contracts, bills of sale, notes, proxies and other instruments in writing as shall be deemed requisite or desirable in the proper administration of the Trust Fund;

6

(i)	unless otherwise provided in the Plan, to cause all or any part of the money or other property of this Trust to be commingled with the money or other property of trusts created by others by causing such assets to be invested as part of any one or more collective investment funds or group trusts maintained by fiduciaries with respect to this Plan and Trust, including the Trustee. The Declaration of Trust under which each such collective investment fund or group trust is established and maintained, as from time to time amended, is hereby made a part of this trust to the same extent as if its terms were set out in full herein.
(j)	to sell for cash, to convert, redeem or exchange for other securities or other property, to tender securities pursuant to tender offers, or otherwise to dispose of any securities or other property at any time held by the Trustee;
(k)	to exercise any conversion privilege, subscription or other rights incident to property in the Trust and to make payments incidental thereto;
(l)	to do all acts and things, not specified herein, which it deems advisable to carry out the Trust; and generally to exercise any of the powers of an owner with respect to all or any part of the Trust.

4.2 Discretionary Powers of the Trustee. The Trustee shall have the following powers and authority in the administration of the Trust to be exercised in its sole discretion:

(a)	to register or cause to be registered any securities held by it hereunder in its own name or in the name of a nominee with or without the addition of words indicating that such securities are held in a fiduciary capacity, to permit securities or other property to be held by or in the name of others, to hold any securities in bearer form and to deposit any securities or other property in a domestic depository, clearing corporation, or similar corporation or a foreign depository, provided the requirements of Department of Labor Regulation 2550.404b-1 are met;
(b)	to make, execute, and deliver as Trustee hereunder, any and all instruments in writing necessary or proper for the accomplishment of any of the powers referred to in Section 4.1 or in this Section 4.2;
(c)	to employ suitable agents, advisers, and counsel and to pay their reasonable expenses and compensation as expenses of the Trust;
(d)	to contract with another person or persons, related or unrelated to the Trustee, to perform any of the Trustee’s duties hereunder, including, but not limited to, Trust Fund recordkeeping, provided, that the expenses and compensation of such person or persons shall be an expense of the Trustee, and not an expense of the Trust;
(e)	to bring, join in, or oppose any suits or legal proceedings involving the Trust where the Trustee may be adversely affected by the outcome, individually or as trustee, or where it is advised by counsel that such action is required on its part by the Act or other applicable law;
(f)	to receive all rents, issues, dividends, income, profits, and properties of every nature, other than Participant Loans, due the Trust Fund, and to hold or make distribution therefor in accordance with the terms of this Trust Agreement;
(g)	to take any action committed to the Trustee’s discretion by other provisions of this Agreement; and

7

(h) generally to exercise such powers and to do such acts (exclusive of powers and acts involving investment management or otherwise committed to the discretion of the investment manager or any other party hereunder) whether or not expressly authorized, which may be considered necessary or desirably by the Trustee for the protection of the Trust.

4.3 Voting. The Trustee shall forward all proxies, shareholder information calls for redemption, offer or exchange, subscription, reorganization or other proceedings affecting securities in the Trust Fund to the individual holding voting power with respect to the securities involved.

ARTICLE V
ACCOUNTING

5.1 Valuation and Reports.

(a)	The Trustee will keep full accounts of all its receipts, disbursements and other transactions hereunder, and, annually, will determine the fair market value of the assets of the Trust as of the last business day of the plan year. If any assets of the Trust Fund are invested in property for which there is no readily ascertainable market value, the individual who directed such investment be made under Article III shall supply the Trustee with a proper valuation. For purposes of such accounts, the fiscal year of the Trust will coincide with the plan year. Within a reasonable time after the end of the plan year, or within a reasonable time after its removal or resignation, or the termination of the Trust, the Trustee will render to the Plan Administrator an account of its administration of the Trust since the last previous such accounting.
(b)	With the consent of the Trustee, the Plan Administrator or Employer may establish other valuation dates, and the Trustee will render to the Plan Administrator an account of the value of the Trust assets as of the current valuation date and, if requested, of its transactions hereunder since the preceding valuation date.
(c)	The Trustee’s records pertaining to the Trust Fund shall be open to inspection, copying and audits at reasonable times by the Plan Administrator and any investment manager. No person other than the Plan Administrator will have the right to demand or receive any report or account from the Trustee. In any proceeding for a judicial settlement of any account or for instructions, the only necessary parties will be the Trustee and the Plan Administrator.

5.2 Approval of Account. The written approval of any account by the Plan Administrator will be final and binding upon the Plan Administrator, the Employer, the Participants and all persons who then are or thereafter become interested in the Trust, as to all matters and transactions stated or shown therein. The failure of the Plan Administrator to notify the Trustee within 60 days after the Trustee’s sending of any account of its objections (if any) to the account will be the equivalent of written approval. If the Plan Administrator files any objections within such 60-day period with respect to any matters or transactions stated or shown in the account and the Plan Administrator and the Trustee cannot resolve the questions raised by such objections, the Trustee will have the right to have such questions settled by judicial proceedings. Nothing herein will deprive the Trustee of the right to have a judicial settlement of its accounts.

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ARTICLE VI
COMPENSATION, FEES AND EXPENSES

6.1 Trustee Compensation.

(a)	As compensation for its services hereunder, the Trustee shall be entitled to receive from the Employer compensation in accordance with its schedule of fees as set forth on Schedule A hereto, as amended by the Trustee from time to time, but not in excess of reasonable compensation for such services. Regardless, the Trustee may not increase its fees until it has given the Employer written notice at least thirty (30) days preceding such increase.
(b)	The Trustee may charge a reasonable fee in addition to its normal fees if it performs any services not contemplated in the fee schedule at the request of the Plan Administrator or Employer.
(c)	The Trustee’s fee, unless paid by the Employer at its option within thirty days of the Trustee’s invoice, shall be paid from the Trust.

6.2 Taxes and Expenses.

(a)

All real and personal property taxes, income taxes and other taxes of any and all kinds whatsoever upon or in respect of the Trust Fund hereby created or any money, income or property forming a part thereof, and all expenses actually and properly incurred in the administration of the Trust Fund, shall be paid directly from the assets of the Trust Fund, unless the Employer directs otherwise, in which case, the Employer shall pay directly any of the expenses incurred in the administration of the Trust Fund.

(b)

The Trustee may assume that any taxes assessed on or in respect of the Trust Fund are lawfully assessed unless the Plan Administrator or the Employer shall in writing advise the Trustee that in the opinion of counsel for the Employer such taxes are not lawfully assessed. In the event that the Plan Administrator or Employer shall so advise the Trustee, the Trustee, if so requested by the Plan Administrator and suitable provision for their indemnity having been made, shall contest the validity of such taxes in any manner deemed appropriate by the Plan Administrator, Employer or counsel for the Employer. The word “taxes” in this Section 6.2 shall be deemed to include any interest or penalties that may be levied or imposed in respect to any taxes assessed.

6.3 Method of Payment. In order to provide for payment of any fees, taxes or expenses as provided in Sections 6.1 and 6.2, the Trustee in its discretion may partially or fully liquidate any asset in the Trust Fund and shall not be liable for any loss occasioned thereby. Any expenses of the Trustee which are not paid from the Trust for whatever reason will be the responsibility of the Employer. Any payment out of the Trust Fund of any of the taxes and expenses authorized in this Article VI, and of all other costs, expenses or compensation authorized by this Trust Agreement and by the Employer to be paid out of the Trust Fund, shall be deemed to be for the exclusive benefit of the Participants and their successors in interest.

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ARTICLE VII
RESIGNATION OR REMOVAL OF TRUSTEE

(a)	The Trustee may resign at any time by giving 60 days’ written notice to the Employer, and the Employer may remove the Trustee at any time by giving 60 days’ written notice to the Trustee; in either case, the notice period may be reduced to such shorter period as the Trustee and the Employer agree upon. The Trustee’s removal or resignation will be effective upon the last day of the notice period or, if later, the acceptance of the Trust by the successor Trustee. Until the effective date of the appointment of a successor Trustee (or the termination of the Trust and complete distribution of its assets), the incumbent Trustee will have full authority and responsibility to act as Trustee hereunder.
(b)	When the Trustee’s resignation or removal becomes effective, the Trustee will perform all acts necessary to transfer the assets of the Trust to its successor. However, the Trustee may reserve such portion of the trust assets as it may reasonably determine to be necessary for payment of its fees and any taxes and expenses; any balance of such reserve remaining after payment of such fees, taxes and expenses will be paid over to its successor.
(c)	Resignation or removal of the Trustee will not terminate the trust. In the event of any vacancy in the position of Trustee, whether by the resignation or removal of the Trustee, the Employer will appoint a successor trustee and such appointment will become effective upon the acceptance of its office by the successor Trustee. If the Employer does not appoint such a successor within 60 days after notice of resignation or removal is given, the Trustee may apply to a court of competent jurisdiction for such appointment or terminate the Trust and make distributions in the manner prescribed in the Plan. Each successor Trustee so appointed and accepting a Trusteeship hereunder will have all of the rights and powers and all of the duties and obligations of the original Trustee under the provisions hereof.
(d)	No Trustee will be liable or responsible for anything done or omitted to be done in the administration of the Trust before it became Trustee or after it ceases to be Trustee.

ARTICLE VIII
PROTECTION/LIMITATION ON LIABILITY FOR TRUSTEE

8.1 Trustee’s Protection. Except as provided in Article III, the Trustee shall have no duty to take any action other than as herein specified, unless the Employer or the Plan Administrator shall furnish it with instructions in proper form and such instructions shall have been specifically agreed to by it, or to defend or engage in any suit unless it shall have first agreed in writing to do so and shall have been fully indemnified to its satisfaction. The Trustee, in its discretion, may designate in a writing to the Employer or Plan Administrator a person or persons to whom instructions may be provided in lieu of instructions to the Trustee directly, and receipt of instructions by such person(s) shall be treated as an instructions received by the Trustee.

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8.2 Reliance by Trustee.

(a)	The Trustee may rely upon any decision of the Plan Administrator purporting to be made pursuant to the terms of the Plan, and upon any information, statements, certifications or directions submitted by the Employer or the Plan Administrator (including statements concerning the entitlement of any Participant to benefits under the Plan or directions to make payments), and will not be bound to inquire as to the basis of any such decision or information or statements, and will incur no obligation or liability for any action taken or omitted by the Trustee in reliance thereon.
(b)	Whenever the Trustee is permitted or required to act upon the instructions or directions of the Employer or Plan Administrator, the Trustee will be fully protected in not acting in the absence hereof.
(c)	The Trustee may conclusively rely upon and shall be protected in acting in good faith upon any written representation or order from the Employer or the Plan Administrator or any other notice, request, consent, certificate or other instrument or paper believed by the Trustee to be genuine and properly executed, or any instrument or paper if the Trustee believes the signature thereon to be genuine.
(d)	The Trustee may consult with legal counsel (who may be or may not be counsel for the Employer) concerning any questions which may arise with respect to its rights and duties hereunder, and the opinion of such counsel will be full and complete protection in respect of any action taken or omitted by the Trustee hereunder in good faith and in accordance with the opinion of such counsel.

8.3 Absence of Instructions. If the Trustee receives no instructions from the Employer and/or Plan Administrator in response to communications sent to the Plan Administrator or the Employer at the last known address as shown on the books of the Trustee, the Trustee may make such determination with respect to distributions and other administrative matters arising under the Plan as it considers reasonable. Any determinations so made will be binding on all persons having or claiming any interest under the Plan or Trust, and the Trustee will incur no obligation or responsibility for any such determination made in good faith or for any action taken pursuant thereof.

8.4 Indemnification by the Employer and Plan Administrator.

(a) The Employer and the Plan Administrator (if different from the Employer) shall indemnify and hold harmless the Trustee and its officers, directors, employees, shareholders, and agents (the “Indemnitees”) from and against any losses, costs, damages, or expenses, including reasonable attorneys’ fees, which the Indemnitees may incur or pay out by reason of (i) the Indemnitees’ acting in accordance with the directions of the Employer, Plan Administrator, or an investment manager or failing to act in the absence of such certification or other information provided by the Employer, Plan Administrator, or an investment manager; (ii) the Trustee’s exercise and performance of its powers and duties hereunder, unless the same are determined to be due to the Trustee’s gross negligence, bad faith or willful misconduct; or (iii) any (alleged or actual) action or inaction, including but not limited to the diversion of assets, on the part of the Employer, Plan Administrator, an investment manager, unless such losses, costs, damages, or expenses arise out of the Trustee’s gross negligence, bad faith, or willful misconduct.

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(b)

In addition, regardless of whether the Plan meets the requirements of Section 404(c) of the Act and regulations thereunder, if the Participant is permitted to direct the investment of his or her account, the Employer and Plan Administrator (if different from the Employer) shall indemnify and hold harmless the Indemnitees from and against any losses, costs, damages, or expenses, including reasonable attorneys’ fees, which the Indemnitees may incur or pay out by reason of the Indemnitees’ acting in accordance with a Participant’s directions or failing to act in the absence of such directions or acting or failing to act in reliance on a Participant’s instructions incorrectly conveyed by the Plan Administrator.

(c)

The Employer further agrees to indemnify and hold harmless the Trustee for any losses, costs, damages, or expenses, including reasonable attorney’s fees, which the Indemnitees may incur or pay out by reason of any (alleged or actual) action or inaction on the part of any predecessor or successor Trustee.

ARTICLE IX
PROHIBITION OF DIVERSION

(a)

Except as provided in subparagraph (b) hereof, at no time prior to the satisfaction of all liabilities with respect to Participants and their successor in interest under the Plan shall any part of the corpus or income of the Trust Fund be used for, or diverted to, purposes other than for the exclusive benefit of Participants or their successors in interest or for defraying reasonable expenses of administering the Plan including, but not limited, to the Trustee’s fee.

(b)

The provisions of subparagraph (a) notwithstanding, contributions made by the Employer under the Plan shall be returned to the Employer if the Employer certifies to the Trustee in writing that one or more of the following conditions exists and agrees to indemnify the Trustee for any loss, costs, damages or expenses, including reasonable attorneys’ fees, which the Trustee may incur as a result of returning such contribution:

(i)	a contribution was made by mistake of fact — such contribution shall be returned to the Employer within one year of the payment of such contribution,”
(ii)	contributions to the Plan are specifically conditioned upon their deductibility under the Internal Revenue Code and a deduction has been disallowed — for any such contribution, the amount disallowed shall be returned to the Employer within one year after the disallowance of the deduction. Contributions which are not deductible in the taxable year in which made but are deductible in subsequent taxable years shall not be considered to be disallowed for purposes of this subsection; and/or
(iii)	the Commissioner of Internal Revenue has determined that the Plan is not initially qualified under the Internal Revenue Code — any contribution made incident to that initial qualification by the Employer shall be returned to the Employer within one year after the date the initial qualification is denied, but only if the application for the qualification is made by the time prescribed by law for filing the Employer’s return for the taxable year in which the Plan is adopted, or such later date as the Secretary of the Treasury may prescribe.
	For purposes of this Article IX, the term “Employer” shall include other adopting employers under the Plan, to the extent not inconsistent with the terms of the Plan.

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ARTICLE X
AMENDMENT AND TERMINATION OF THE TRUST

10.1

Amendment. The Trustee may, by delivery to Employer of an instrument in writing, amend this agreement at any time and such amendment shall become effective on the date 60 days after delivery of such instrument, unless the Employer delivers a written objection to the Trustee prior to the expiration of such 60 day period. Provided, that no amendment shall divert any part of the Trust Fund to any purpose other than providing benefits to Participants and their successors in interest or defraying reasonable expenses of administering the Plan.

10.2

Termination. If the Plan is terminated in whole or in part, the Trustee shall distribute the Trust Fund or any part thereof in such manner and at such times as the Plan Administrator or its designee shall direct in writing. The Trust created hereunder will terminate upon the distribution or application of all the assets of the Trust fund.

ARTICLE XI
MISCELLANEOUS PROVISIONS

11.1 Nonalienation. Except as otherwise required in the case of any qualified domestic relations order within the meaning of Section 414(p) of the Internal Revenue Code, the benefits or proceeds of any allocated or unallocated portion of the assets of the Trust Fund and any interest of any Participant or beneficiary arising out of or created by the Plan either before or after the Participant’s retirement shall not be subject to execution, attachment, garnishment or other legal or judicial process whatsoever by any person, whether creditor or otherwise, claiming against such Participant or successor in interest. No Participant or successor in interest shall have the right to alienate, encumber or assign any of the payments or proceeds or any other interest arising out of or created by the Plan and any action purporting to do so shall be void. The provisions of this Section shall apply to all Participants and successors in interest, regardless of their citizenship or place of residence.

11.2 Employment. Nothing contained in this Trust Agreement or in the Plan shall require the Employer or any Adopting Employer to retain any employee in its service.

11.3 Certification of Trust Agreement. Any person dealing with the Trustee may rely upon a copy of this agreement and any amendments thereto certified to be true and correct by the Trustee.

11.4 Governing Law. The construction, validity and administration of this agreement shall be governed by the laws of the Commonwealth of Massachusetts, except to the extent that such laws have been specifically superseded by the Act.

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11.5 Segregation of Assets. To the extent not inconsistent with the requirements of Code Section 401(a) or the regulations thereunder, the Plan Administrator or its designee may, if it so determines, at any time and from time to time, designate any group or groups of the eligible employees or other beneficiaries covered by the Plan as a separate class and may direct the Trustee to segregate in a separate fund, to be held for the benefit of such class, the part of the Trust Fund allocable to such class as determined by the Plan Administrator or its designee. The Plan Administrator or its designee shall cause the Trustee to effect such segregation by delivering to the Trustee a written notice directing such segregation. The Trustee may rely conclusively and without investigation upon any such notice and shall segregate such assets as the Plan Administrator may direct. The Trustee’s valuation of such assets for that purpose shall be conclusive. The Trustee shall hold all of the assets so segregated under this provision, together with such payments as shall thereafter be made to the Trust Fund in behalf of such class, and the income therefrom, as a subpart of the Trust Fund and subject to the terms of this agreement, or shall dispose of the same as directed by the Plan Administrator. In the event that the Trust Fund or any subpart thereof created by this agreement shall be terminated as to such class, the Plan Administrator shall direct the disposition of the assets held by the Trustee for such class through transfer.

11.6 Titles. The titles to sections of this Trust Agreement are placed herein for convenience of reference only, and the Trust Agreement is not to be construed by reference thereto.

11.7 Counterparts. This Trust Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which together shall constitute but one instrument, which may be sufficiently evidenced by any counterpart.

11.8 Severability. If any provision of this Trust Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and this Trust Agreement shall be construed and enforced as if such provisions had not been included.

11.9 Written Notice. Any written notice, demand, direction, or instruction given to the parties to this Agreement shall be duly given if mailed or delivered:

(a)	to the Trustee, at Investors Bank & Trust, Trust Department, Attention: Sally G. Stubbs, Director and Fiduciary Officer, Investors Bank & Trust Co., P.O. Box 300 TAD58, Boston, MA 02117-0300 or any other address as shall be specified by the Trustee in writing; and
(b)	to the Employer, at the address indicated on the signature page hereto.

11.10 Confidentiality of Agreement. This Agreement shall be considered and treated as confidential between the Employer and the Trustee and shall only be provided to other persons to the extent required by the Act.

ARTICLE XII
DEFINITIONS

As used in this Agreement of Trust, the following terms shall have the meanings given below, unless a different meaning is clearly required by context.

12.1 “Act” means the Employee Retirement Income Security Act of 1974, as amended.

12.2 “Agreement” means this Agreement of Trust, as set forth herein and as subsequently amended pursuant to Section 10.1.

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12.3	“Code” means the United States Internal Revenue Code of 1986, as amended.
12.4	“Named Fiduciary” means the Named Fiduciary appointed pursuant to the Plan.
12.5	“Participant” means a participant in the Plan, as defined therein.
12.6	“Participant Loan” means a loan from the Trust Fund to a Participant pursuant to the terms of the Plan.
12.7	“Plan” means the plan named on page 1 hereof.

12.8 “Plan Administrator” means the plan administrator appointed pursuant to the Plan and/or whenever the Plan Administrator has delegated certain of its duties to a Recordkeeper, the Recordkeeper.

12.9 “Recordkeeper” means the person or persons to whom the Plan Administrator has delegated certain of its duties.

12.10 “Trust” means the fiduciary relationship established hereunder with respect to the Trust Fund.

12.11 “Trust Fund” means all property received by the Trustee hereunder and any property into which the same may be converted, together with the income thereon, excluding amounts properly disbursed by the Trustee under the terms hereof.

12.12 “Trustee” means Investors Bank & Trust Company, as trustee under this Agreement of Trust, or any successor trustee acting hereunder.

IN WITNESS WHEREOF, this agreement has been executed in behalf of the parties hereto, all on the day and year first above written.

		Employer: Agilysys, Inc.
		By:	/s/ Richard A. Sayers
			Address for receipt of notices:
Attest:	/s/ Sue Gerlach
Sue Gerlach
Witness
		Trustee:
		By:	/s/ Sally G. Stubbs
			Vice President
Attest:
Witness

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Fund Transfer Authorization

WHEREAS, The Retirement Plan of Agilysys, Inc. (the “Plan”) and Massachusetts Mutual Life Insurance Company (“MassMutual”) have previously executed an Administrative Service Agreement to define certain servicing requirements for Agilysys Stock Fund; and,

NOW, THEREFORE, in recognition of the promises, covenants and agreements set forth in the Administrative Service Agreement, the parties hereto agree and authorize the following:

     Authorization for Asset Movement — In the event that the cash component of the balance of the Fund referenced below (the “Fund”) should rise above the maximum requirement, or drop below the minimum requirement (as stated in the Administrative Service Addendum), MassMutual is hereby authorized to take action which will be necessary to reestablish liquidity in the Fund and bring the cash component back to its optimum range. This action will require that the underlying assets of the Fund be purchased or sold off accordingly.

     Authorization for Documentation — Once the above referenced action has been initiated by MassMutual, IBT is hereby authorized to act upon such Proper Instructions as are received from MassMutual, including but not limited to the terms of the trade, including such information as trade date, trade price, number of shares, and wire instructions.

     Authorization for Receipt of Deposits — As cash disbursements are made from outside fund components pursuant to Proper Instructions, IBT is hereby authorized to receive and deposit such disbursements on behalf of MassMutual.

Fund Contact:               Agilysys Company Stock Fund
Information:

AGILYSYS, INC.		MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:	/s/ Richard A. Sayers	By:	/s/ Laura M. Gaston
	Name:
	Date: 7/28/04
ACKNOWLEDGED:
INVESTORS BANK & TRUST COMPANY
By:	/s/ Andrew M. Nesvet

ADOPTION AND CUSTODIAN AGREEMENT

AGREEMENT, dated as of August 1, 2004, by and between The Retirement Plan of Agilysys, Inc. (the “Plan”) Massachusetts Mutual Life Insurance Company (“MassMutual”) and Investors Bank & Trust Company, a Massachusetts trust company (the “IBT”).

WHEREAS, the Plan, MassMutual and IBT desire that the Plan become a Plan Fund for the purposes of the Accounting Agreement; and

WHEREAS, the Plan desires to appoint IBT to act as custodian for certain assets of the Plan and IBT desires to accept such appointment.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein set forth, the parties hereto agree as follows:

1.	Adoption of Administrative Services Agreement. Effective on the date hereof, the Plan shall become a Plan Fund for all purposes of the Administrative Services Agreement and shall assume all of the rights and obligations of a Plan Fund under the Administrative Services Agreement.
2.	Appointment as Custodian.

(a)	The Plan hereby appoints IBT as custodian for all or a portion of the Plan’s assets as are delivered to IBT from time to time by the Plan, MassMutual or any third party (the “Assets”).
(b)	IBT shall receive and hold all cash, securities and other property which may be delivered to IBT from time to time, collect the income thereon as it becomes payable, and collect the proceeds of sales, calls, maturities, principal payments and other receipts. IBT may use the Federal Reserve Bank book entry system, Depository Trust Company and/or any other domestic or foreign depository system, clearing corporation or sub-custodian; provided such arrangement meets the custody requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including without limitation, ERISA Section 404(b) and any regulations thereunder, relating to location of indicia of ownership. The Plan hereby authorizes IBT to hold registered securities in the name of the nominee.
(c)	The Plan hereby authorizes IBT to accept and carry out the instructions of authorized persons of MassMutual with regard to purchases, sales and all usual transactions necessary to the investment management of the Assets. Such instructions may be in writing, by electronic interface or in such other manner as the parties shall agree. IBT shall adhere to the operating procedures as established by the Plan and/or MassMutual.
(d)	Regarding the transmittal or other disbursement of cash or assets of the Plan held by IBT, IBT is authorized to accept the written instructions of the Plan or MassMutual, including standing instructions where appropriate.

(e)	IBT shall forward to MassMutual all proxies and notices of other proceedings affecting any securities held by IBT for the Plan, including calls for redemption, offer or exchange, subscription or reorganization. IBT shall have no further responsibility regarding such proceedings except to exercise due care in executing any instructions received from MassMutual.
(f)	In the event IBT advances any funds on behalf of the Plan pursuant to instruction received from MassMutual or the Plan, IBT shall charge its then current fee or then current interest rate until IBT is reimbursed for such advance. The Plan hereby grants IBT a continuing lien and security interest to the extent of any such advance and/or to the extent required by law in and to any property at any time held by IBT for the Plan.
(g)	IBT shall deliver to MassMutual periodic statements of income and principal transactions in detail, but shall not be required to send to MassMutual individual transaction advices.
(h)	The Plan represents and warrants that the tax identification number of the Plan set forth below is true and correct, and that the Plan is tax-exempt and therefore not subject to back-up withholding under the provisions of Section 3406(a)(l)(C) of the Internal Revenue Code.
(i)	With regard to the respective liabilities of the parties in connection with the provision of custodian and other services hereunder, the liability provisions of the Accounting Agreement shall control.

3. Miscellaneous.

(a)	Capitalized terms used but not defined herein shall have the meanings assigned to them in the Administrative Services Agreement.
(b)	Except as amended hereby, the Administrative Services Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed by its duly authorized officer, as the case may be, as of the date and year first above written.

INVESTORS BANK & TRUST COMPANY		MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:	/s/ Andrew M. Nesvet	By:	/s/ Laura M. Gaston
	Andrew M. Nesvet, Director		Name: LAURA M. GASTON
			Title:    Second Vice President
AGILYSYS, INC.
By:	/s/ Richard A. Sayers
	Name:
	Title:   EXEC. VICE PRESIDENT