Edgar Filing: HENRY JACK & ASSOCIATES INC

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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JACK HENRY & ASSOCIATES, INC.
-----------------------------------------------
(Name of Registrant as Specified in its Charter)

------------------------------------------------------------------------
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JACK HENRY & ASSOCIATES, INC.
663 Highway 60, P.O. Box 807
Monett, Missouri 65708

NOTICE OF 2005 ANNUAL MEETING OF STOCKHOLDERS

TO THE STOCKHOLDERS OF JACK HENRY & ASSOCIATES, INC.:

PLEASE TAKE NOTICE that the 2005 Annual Meeting of Stockholders of Jack
Henry & Associates, Inc., a Delaware corporation, will be held in the
Company's Executive Conference Center, lower level (Building J-7) at the
company headquarters, 663 Highway 60, Monett, Missouri, on Tuesday, November
1, 2005, 11:00 a.m., local time, for the following purposes:

(1) To elect seven (7) directors to serve until the 2006 Annual Meeting of
Stockholders;

(2) To approve the Company's Restricted Stock Plan;

(3) To approve the Company's 2005 Non-Qualified Stock Option Plan: and

(4) To transact such other business as may properly come before the Annual
Meeting and any adjournments thereof.

The close of business on September 23, 2005, has been fixed as the record
date for the Annual Meeting. Only stockholders of record as of that date
will be entitled to notice of and to vote at said meeting and any
adjournment or postponement thereof.

The accompanying form of Proxy is solicited by the Board of Directors of the
Company. The attached Proxy Statement contains further information with
respect to the business to be transacted at the Annual Meeting.

ALL STOCKHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU EXPECT TO ATTEND, PLEASE DATE AND SIGN THE ENCLOSED PROXY. IF YOU DECIDE
TO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN
PERSON.

By Order of the Board of Directors

Janet E. Gray
Secretary

Monett, Missouri
September 30, 2005

TABLE OF CONTENTS

Voting................................................... 1

Stock Ownership of Certain Stockholders.................. 2

Election of Directors (Proposal 1)....................... 3

Corporate Governance..................................... 5

Audit Committee Report................................... 7

Executive Officers and Significant Employees............. 8

Certain Relationships and Related Transactions........... 8

Section 16(a) Beneficial Ownership Reporting Compliance.. 9

Executive Compensation................................... 9

Equity Compensation Plan Information..................... 11

Compensation Committee Report............................ 11

Company Performance...................................... 13

Approval of the Company's Restricted Stock Plan.......... 13

Approval of the Company's 2005 Non-Qualified Stock
Option Plan............................................ 16

Independent Registered Public Accounting Firm............ 19

Stockholder Proposals.................................... 20

Cost of Solicitation and Proxies......................... 20

Financial Statements..................................... 20

Other Matters............................................ 20

JACK HENRY & ASSOCIATES, INC.
663 Highway 60, P.O. Box 807
Monett, Missouri 65708

PROXY STATEMENT
FOR THE 2005 ANNUAL MEETING OF STOCKHOLDERS
To Be Held Tuesday, November 1, 2005

This Proxy Statement and the enclosed proxy card (the Proxy) are furnished
to the stockholders of Jack Henry & Associates, Inc., a Delaware corporation
(the Company), in connection with the solicitation of Proxies by the
Company's Board of Directors for use at the 2005 Annual Meeting of
Stockholders, and any adjournment or postponement thereof (the Annual
Meeting), to be held in the Company's Executive Conference Center, lower
level (Building J-7) at the company headquarters, 663 Highway 60, Monett,
Missouri, at 11:00 a.m., local time, on Tuesday, November 1, 2005. The
mailing of this Proxy Statement, the Proxy, the Notice of Annual Meeting and
the accompanying 2005 Annual Report to Stockholders is expected to commence
on or about September 30, 2005.

The Board of Directors does not intend to bring any matters before the
Annual Meeting except those indicated in the Notice and does not know of any
matter which anyone else proposes to present for action at the Annual
Meeting. If any other matters properly come before the Annual Meeting,
however, the persons named in the accompanying form of Proxy, or their duly
constituted substitutes, acting at the Annual Meeting, will be deemed
authorized to vote or otherwise to act thereon in accordance with their
judgment on such matters.

If the enclosed Proxy is properly executed and returned prior to voting at
the Annual Meeting, the shares represented thereby will be voted in
accordance with the instructions marked thereon. Each proposal, including
the election of directors, will require the affirmative vote of a majority
of the shares of common stock voting in person or by Proxy at the Annual
Meeting.

Any stockholder executing a Proxy retains the power to revoke it at any time
prior to the voting of the Proxy. It may be revoked by a stockholder
personally appearing at the Annual Meeting and casting a contrary vote, by
filing an instrument of revocation with the Secretary of the Company, or by
the presentation at the Annual Meeting of a duly executed later dated Proxy.

VOTING

At the 2005 Annual Meeting, Stockholders will consider and vote upon:

(1) The election of seven (7) directors

(2) Approval of the Company's Restricted Stock Plan

(3) Approval of the Company's 2005 Non-Qualified Stock Option Plan; and

(4) Such other matters as may properly come before the Annual Meeting.

Only stockholders of record at the close of business on September 23, 2005,
the record date for the Annual Meeting, are entitled to notice of and to
vote at such meeting.

The Company's authorized capital stock currently consists of 250,000,000
shares of common stock, par value $.01 per share (the Common Stock), and
500,000 shares of preferred stock, par value $1.00 per share (the Preferred
Stock). As of September 16, 2005, there were 91,610,178 shares of Common
Stock outstanding and no shares of Preferred Stock outstanding. At such
date, our executive officers and directors were entitled to vote, or to
direct the voting of 12,917,844 shares of Common Stock, representing 14.1%
of the shares entitled to vote at the 2005 Annual Meeting. Unless otherwise
specified, all share numbers and other share data have been adjusted to
reflect all prior stock splits.

All shares represented by Proxy and all Proxies solicited hereunder will be
voted in accordance with the specifications made by the stockholders
executing such Proxies. If a stockholder does not specify how a Proxy is to
be voted, the shares represented thereby will be voted: (1) FOR the election
as directors of the seven (7) persons nominated by the Board of Directors;
and (2) FOR the approval of the Company's Restricted Stock Plan; and (3) FOR
the approval of the Company's 2005 Non-Qualified Stock Option Plan; and (4)
upon other matters that may properly come before the Annual Meeting, in
accordance with the discretion of the persons to whom the Proxy is granted.

Each share of our Common Stock outstanding on the record date will be
entitled to one vote on each matter. The seven (7) nominees for election
as directors who receive the most votes "for" election will be elected.
Approval of the Company's Restricted Stock Plan and approval of the
Company's 2005 Non-Qualified Stock Option Plan will each require an
affirmative vote of the majority of the shares of Common Stock present or
represented at the annual meeting.

For the election of directors, withheld votes do not affect whether a
nominee has received sufficient votes to be elected. For the purpose of
determining whether the stockholders have approved matters other than the
election of directors, abstentions are treated as shares present or
represented and voting, so abstaining has the same effect as a negative
vote. Shares held by brokers that do not have discretionary authority to
vote on a particular matter and that have not received voting instructions
from their customers are not counted or deemed to be present or represented
for the purpose of determining whether stockholders have approved that
matter, but they are counted as present for the purpose of determining the
existence of a quorum at the annual meeting. Please note that banks and
brokers that have not received voting instructions from their clients cannot
vote on their clients' behalf on "non-routine" proposals, such as approval
of the Company's Restricted Stock Plan and the Company's 2005 Non-Qualified
Stock Option Plan, but may vote their clients' shares on the election of
directors.

STOCK OWNERSHIP OF CERTAIN STOCKHOLDERS

The following table sets forth information as of September 16, 2005,
concerning the equity ownership of (a) those individuals who are known to be
the beneficial owners, as defined in Rule 13d-3 of the Securities Exchange
Act of 1934, of 5% or more of the Company's Common Stock, (b) the directors,
(c) the executive officers named in the Summary Compensation Table and (d)
all of our directors and executive officers as a group:

Number of Shares Percentage of Shares
Title of Class Beneficial Owner Beneficially Owned (1) Outstanding (1)
-------------- ------------------- ---------------------- ---------------

Michael E. Henry, 7,311,688 8.0%
$.01 par value Vicki Jo Henry (2)
Common Stock and JKHY Partners
663 Highway 60
Monett, MO

Jerry D. Hall 3,250,441 3.6%
(3)

John W. Henry 1,615,706 1.8%

Tony L. Wormington 716,535 *
(4)

James J. Ellis 510,000 *
(5)

John F. Prim 421,074 *
(6)

Kevin D. Williams 200,933 *
(7)

Craig R. Curry 65,921 *
(8)

Wesley A. Brown 25,000 *

Joseph J. Maliekel 13,760 *
(9)

All directors and 14,446,113 15.8%
executive officers as (10)
a group (12 persons)

* Less than 1%

(1) Information is set forth as of September 16, 2005. The persons named
in the table have sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by them, except as
noted below. With respect to shares held in the Company's 401(k) Plan
(the "Retirement Plan"), a participant has the right to direct the
disposition of shares allocated to his account.

(2) Reflects information in filings with the SEC by Michael E. Henry, his
sister Vicki Jo Henry and JHKY Partners, their family partnership.
Michael E. Henry separately may be deemed to beneficially own 7,311,688
shares, including 213,347 shares held in the Michael E. Henry Annuity
Trust, 4,041 shares allocated to his Retirement Plan account, 400,000
shares currently acquirable by exercise of outstanding stock options,
3,440,200 shares held by JKHY Partners, 2,654,100 shares held in a
living trust and 600,000 shares held by the Henry Family Limited
Partnership, both established by his mother, Eddina F. Mackey. Michael
E. Henry may be deemed to share beneficial ownership in the shares held
by JKHY Partners, by the Eddina F. Mackey Trust and by the Henry Family
Limited Partnership because he has been granted proxies to vote such
shares. Vicki Jo Henry does not beneficially own any shares of common
stock in her individual capacity and her business address is 6851 South
Holly Circle, Suite 270, Englewood, Colorado, 80112. The business
address of Michael E. Henry and JKHY Partners is reflected in the
table.

(3) Includes 199,406 shares beneficially owned by his wife.

(4) Includes 190,000 shares that are currently acquirable by exercise of
outstanding stock options and 32,540 shares held in the Retirement Plan
for Mr. Wormington's account.

(5) Includes 210,000 shares that are currently acquirable by exercise of
outstanding stock options.

(6) Includes 385,000 shares that are currently acquirable by exercise of
outstanding stock options and 13,851 shares held in the Retirement Plan
for Mr. Prim's account.

(7) Includes 190,000 shares that are currently acquirable by exercise of
outstanding stock options and 6,808 shares held in the Retirement Plan
for Mr. Williams' account.

(8) Includes 4,167 shares that are currently exercisable, 53,758 shares
beneficially owned by his minor children and 7,996 shares held in trust
for a family member for which Mr. Curry serves as trustee.

(9) Includes 13,750 shares that are currently acquirable by exercise of
outstanding stock options.

(10) Includes 1,460,417 shares that are currently acquirable under
outstanding stock options, and 67,852 shares held in the Retirement
Plan for the accounts of the executive officers.

PROPOSAL 1
ELECTION OF DIRECTORS

Procedure

At the meeting, the stockholders will elect seven (7) directors to hold
office for one-year terms ending at the 2006 Annual Meeting of Stockholders
or until their successors are elected and qualified. The Board of Directors
has nominated the Company's seven (7) current directors for reelection at
the Annual Meeting.

The stockholders are entitled to one vote per share on each matter submitted
to vote at any meeting of the Stockholders. Unless contrary instructions are
given, the persons named in the enclosed Proxy or their substitutes will
vote "FOR" the election of the nominees named below.

Each of the nominees has consented to serve as director for a one-year term.
However, if any nominee at the time of election is unable to serve or is
otherwise unavailable for election, and as a result other nominees are
designated by the Board of Directors, the persons named in the enclosed
Proxy or their substitutes intend to vote for the election of such
designated nominees.

Nominees For Election

The directors and nominees for election as directors of the Company, as well
as certain information about them, are as follows:

Name Position with Company Director Since
---- --------------------- --------------
Michael E. Henry Chairman and Director 1986

John W. Henry Vice Chairman, Senior Vice 1977
President and Director

Jerry D. Hall Executive Vice President and 1977
Director

James J. Ellis Director 1985

Joseph J. Maliekel Director 2002

Craig R. Curry Director 2004

Wesley A. Brown Director 2005

The following information relating to the Company's directors and nominees
for director, all of whom are United States citizens, is with respect to
their principal occupations and positions during the past five years:

Michael E. Henry, age 44, Chairman of the Board and Director. Mr. Henry, the
son of John W. Henry and a director of the Company since 1986, has served as
Chairman of the Board since 1994 and Chief Executive Officer from 1994 to
June 2004. He previously served as Vice Chairman and Senior Vice President
from 1993 to 1994. He served as Manager of Research and Development from
1983 to 1993. He joined the Company in 1979.

John W. Henry, age 70, Vice Chairman, Senior Vice President and Director.
Mr. Henry, a co-founder and principal stockholder of the Company, has served
as Vice Chairman since 1994. He previously served as Chairman of the Board
from 1977 through 1994. He also has been a director since the Company's
incorporation in 1977. He previously served as Chief Executive Officer from
1977 through 1988 and as President until 1989.

Jerry D. Hall, age 62, Executive Vice President and Director. Mr. Hall, a
co-founder and principal stockholder of the Company, has served as Executive
Vice President since 1994. He previously served as Chief Executive Officer
from 1990 through 1994. He also has been a director since the Company's
incorporation in 1977. He previously served as President from 1989 through
1993 and as Vice President-Operations from 1977 through 1988.

James J. Ellis, age 71, Director. Mr. Ellis, a director of the Company since
1985, has been Managing Partner of Ellis/Rosier Financial Services since
1992. Mr. Ellis served as general manager of MONY Financial Services,
Dallas, Texas, from 1979 until his retirement in 1992. Mr. Ellis also serves
as a director of Merit Medical Systems, Inc.

Joseph J. Maliekel, age 44, Director. Mr. Maliekel became a director of the
Company in December 2002. He has been employed by Monsanto Company since
1999, currently as Director of External Reporting and previously as Manager
of Financial Audit for Monsanto's North American and Asia/Pacific businesses
and for its Global Seed Business. Prior to joining Monsanto, Mr. Maliekel
was a Senior Manager with Deloitte & Touche LLP, where he was employed from
1986 to 1999. Mr. Maliekel is a Certified Public Accountant.

Craig R. Curry, age 44, Director. Mr. Curry, a director of the Company since
March 2004, is Chairman and CEO of Central Bank, Lebanon, Missouri, with
which he has been affiliated since 1983.

Wesley A. Brown, age 51, Director. Mr. Brown, a director of the Company
since his appointment in August 2005, is Managing Director and President of
St. Charles Capital, LLC in Denver, Colorado. Prior to founding St. Charles
Capital, Mr. Brown served as Managing Director of McDonald Investments, Inc.
(2001-2004) and as Executive Vice President of the Wallach Company, Inc.
(1991-2000).

CORPORATE GOVERNANCE

The Company and its businesses are managed under the direction of the Board
of Directors. The Board generally meets a minimum of four times during the
year, but has complete access to management throughout the year.

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines which
address the following subjects:

- The majority of the Board should be independent under relevant
Nasdaq standards
- Independent directors should not be compensated by the Company
other than in the form of Director's fees (including director's
compensatory stock options)
- Membership on the Audit, Compensation and Governance Committees
should be limited to independent directors
- The Board should conduct an annual self-evaluation to determine
whether it and its committees are functioning properly
- Non-management directors may meet in executive session from time
to time without members of management
- The Chief Executive Officer shall provide an annual report to the
Board on succession planning
- The Governance Committee is responsible for determining skills and
characteristics of Board candidates, and should consider factors
such as independence, experience, strength of character, judgment,
technical skills, diversity and age
- The Board and its committees shall have the right at any time to
retain independent counsel
- Board members should not sit on more than 3 other boards
- Board members are expected to attend all Annual Meetings of the
Stockholders
- Stockholders may communicate with the Board by submitting written
comments to the Secretary for the Company, who will screen out
inappropriate communications and forward same to the directors

Nomination Policy

The Board of Directors has also adopted a Nomination Policy with respect to
the consideration of director candidates recommended by stockholders. A
candidate submission from a stockholder will be considered at any time if
the following information is submitted to the Secretary of the Company:

- The recommending stockholder's name and address, together with the
number of shares, length of period held and proof of ownership
- Name, age and address of candidate
- Detailed resume of candidate, including education, occupation,
employment and commitments
- Description of arrangements or understandings between the
recommending stockholder and the candidate
- Statement describing the candidate's reasons for seeking election to
the Board and documenting candidate's satisfaction of qualifications
described in the Corporate Governance Guidelines
- A signed statement from the candidate, confirming willingness to
serve
- If the recommending stockholder has been a beneficial holder of more
than 5% of the Company's stock for more than a year, then it must
consent to additional public disclosures by the Company with regard
to the nomination

The Secretary of the Company will promptly forward complying nomination
submissions to the Chairman of the Governance Committee. The Governance
Committee may consider nominees submitted from a variety of sources
including but not limited to stockholder nominations. If a vacancy arises
or the Board decides to expand its membership, the Committee will evaluate
potential candidates from all sources and will rank them by order of
preference if more than one is identified as properly qualified. A
recommendation will be made to the Board by the Governance Committee based
upon qualifications, interviews, background checks and the Company's needs.

There is one nominee this year who has not previously been elected to the
Board by the stockholders. Wesley Brown was appointed to the Board on
August 30, 2005 following the death of Board member Burton George. He was
recommended to the Governance Committee for consideration by Jack Henry and
Jerry Hall, both directors and executive officers.

Code of Conduct

The members of the Board of Directors, as well as the executive officers and
all other employees, are subject to and responsible for compliance with the
Jack Henry Code of Conduct. The Code of Conduct contains policies and
practices for the ethical and lawful conduct of our business, as well as
procedures for confidential investigation of complaints and discipline of
wrongdoers.

Governance Materials Available

The Company has posted its significant corporate governance documents on its
website at www.jackhenry.com/ir.corpinfo/. There you will find copies of
the current Corporate Governance Guidelines, the Jack Henry Code of Conduct,
the Compensation Committee Charter, the Governance Committee Charter (with
attached Nomination Policy) and Audit Committee Charter, as well as
the Company's Certificate of Incorporation and By-Laws. Other investor
relations materials are also posted at www.jackhenry.com/ir, including SEC
reports, financial statements and news releases.

The Board of Directors And Its Committees

The Board of Directors held seven meetings during the last fiscal year. The
Board has determined that four of its seven members, Messrs. Ellis,
Maliekel, Curry, and Brown are independent directors under applicable Nasdaq
standards. The Board maintains an Audit Committee of which Messrs. Ellis,
Malieke l and Curry are members. The Board has determined that Joseph
Maliekel is an audit committee financial expert and that he is independent
as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the
Securities Exchange Act of 1934. The Board also maintains a Compensation
Committee and a Governance Committee with Messrs. Ellis, Maliekel and Curry
as members of each committee. All members of the Audit, Compensation and
Governance Committees are independent directors. Each director attended at
least 75% of all meetings of the Board of Directors and all committees on
which they served. The independent directors met in one Executive Session
without management present during the last fiscal year.

The Compensation Committee establishes and reviews the compensation and
benefits of the Executive Officers, evaluates the performance of senior
executive officers, considers incentive compensation plans for our employees
and carries out duties assigned to the Committee under our equity
compensation plans and employee stock purchase plan. The Compensation
Committee operates under a written charter adopted by the Board.

The Governance Committee identifies, evaluates and recruits qualified
individuals to stand for election to the Board of Directors, recommends
corporate governance policy changes and evaluates Board performance. The
Governance Committee also operates under a charter adopted by the Board.
The Governance Committee will consider nominees recommended by stockholders,
provided such recommendations are made in accordance with the procedures set
forth in the "Governance Committee Nomination Policy" attached to its
charter, discussed in greater detail in "Corporate Governance," above.

The Audit Committee selects and retains the independent registered public
accounting firm, reviews the scope and results of the audit with the
independent registered public accounting firm and management, reviews
critical accounting policies and practices, reviews and evaluates our audit
and control functions, reviews and pre-approves retention of the independent
registered public accounting firm for any audit, audit related and non-audit
services, reviews and approves all material related party transactions, and
regularly reviews regulatory compliance matters, including our outsourcing
services and business recovery operations. The Audit Committee operates
under a written Audit Committee Charter.

The Audit Committee met thirteen times, the Compensation Committee met three
times and the Governance Committee met two times during the last fiscal
year.

Directors Compensation

The directors who are employed by the Company do not receive any separate
compensation for service on the Board of Directors. Each non-employee
director receives annual compensation of $25,000 per year plus $1,500 for
attending each Board of Directors meeting. Audit Committee members receive
$800 for each in-person Audit Committee meeting and $600 for each telephone
Audit Committee meeting attended. Governance and Compensation Committee
members receive $400 for each in-person Committee meeting attended. Each
non-employee director is also reimbursed for out-of-pocket expenses incurred
in attending all Board and committee meetings.

Under the 1995 Non-Qualified Stock Option Plan, each non-employee director
was previously compensated by the annual grant of non-statutory stock
options to purchase 10,000 shares of Common Stock, subject to an overall
grant limitation under the plan of 300,000 shares to each individual
director. Upon approval of the 2005 Non-Qualified Stock Option Plan by the
stockholders (Proposal 3 herein), non-employee directors will in the future
continue to be compensated by annual grants of non-statutory stock options
to purchase 10,000 shares of Common Stock each, subject to an overall grant
limitation under the plan of 100,000 shares to each individual director.

AUDIT COMMITTEE REPORT

The Audit Committee of the Company's Board of Directors is currently
composed of three independent directors. The Board has determined that
Audit Committee member Joseph J. Maliekel is a financial expert under
relevant SEC standards because of his extensive accounting and auditing
experience. The Board of Directors and the Audit Committee believe that the
Audit Committee's current member composition satisfies the rules of the
National Association of Securities Dealers, Inc. (the "NASD") that govern
audit committee composition, including the requirement that audit committee
members all be "independent directors" as that term is defined by NASD Rule
4200(a)(15).

The Audit Committee operates under a written charter adopted by the Board of
Directors. Among other changes, the Charter now requires the Audit
Committee to oversee and retain the independent registered public accounting
firm, pre-approve the services and fees of the independent registered public
accounting firm, regularly consider critical accounting policies of the
Company, review and approve material related party transactions, receive
reports from the Company's Compliance Officer, and establish procedures for
receipt and handling of complaints and anonymous submissions regarding
accounting or auditing matters. The amended charter also contains the
commitment of the Board of Directors to provide funding and support for the
operation of the Audit Committee, including funding for independent counsel
for the Committee if the need arises.

The role of the Audit Committee is to assist the Board of Directors in its
oversight of the Company's financial reporting process. Management has the
primary duty for the financial statements and the reporting process,
including the systems of internal controls. The independent registered
public accounting firm is responsible for auditing the Company's financial
statements and expressing an opinion as to their conformity to accounting
principles generally accepted in the United States.

In the performance of its oversight function, the Audit Committee has
reviewed and discussed with management and the independent registered public
accounting firm the Company's audited financial statements. The Audit
Committee also has discussed with the independent registered public
accounting firm the matters required to be discussed by Statement on
Auditing Standards No. 61 relating to communication with audit committees.
In addition, the Audit Committee has received from the independent
registered public accounting firm the written disclosures and letter
required by Independence Standards Board Standard No. 1 relating to
independence discussions with audit committees, has discussed with the
independent registered public accounting firm their independence from the
Company and its management, and has considered whether the independent
registered public accounting firm's provision of non-audit services to the
Company is compatible with maintaining the firm's independence.

The Audit Committee discussed with the Company's independent registered
public accounting firm the overall scope and plans for their respective
audits. The Audit Committee meets with the internal auditors and the
independent registered public accounting firm, with and without management
present, to discuss the results of their examinations, their evaluations of
the Company's internal controls and the overall quality of the Company's
financial reporting. These meetings without management present are held at
least once each year, and were held twice in the fiscal year just ended.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board has approved,
that the Company's audited financial statements be included in the Company's
2005 Annual Report to Shareholders and Annual Report on Form 10-K for the
year ended June 30, 2005 for filing with the Securities and Exchange
Commission.

Board member Burton O. George served on the Audit Committee through the last
fiscal year but passed away in July of 2005 before the preparation of this
report.

James J. Ellis, Joseph J. Maliekel and Craig R. Curry
Members of the Audit Committee

EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The executive officers and significant employees of the Company, as well as
certain biographical information about them, are as follows:

Officer/Significant
Name Position with Company Employee Since
------------------------- ------------------------- --------------
Michael E. Henry Chairman of the Board 1983

John F. Prim Chief Executive Officer 2001

Tony L. Wormington President 1998

John W. Henry Vice Chairman and Senior 1977
Vice President

Jerry D. Hall Executive Vice President 1977

Kevin D. Williams Chief Financial Officer 2001
and Treasurer

Marguerite P. Butterworth Vice President 1993

The following information is provided regarding the executive officers and
significant employees not already described herein, all of whom are United
States citizens:

John F. Prim, age 50, Chief Executive Officer. Mr. Prim has served as Chief
Executive Officer since July 1, 2004. He served as President from January
2003 to July 2004 and as Chief Operating Officer from July 2001 to January
2003. Mr. Prim joined the Company in 1995 as part of the acquisition of the
Liberty division of Broadway & Seymour, Inc. He previously served as
General Manager of the E-Services Division from July 2000 to June 2001 and
as General Manager of the OutLink Services Division from 1995 to 2000.

Tony L. Wormington, age 43, President. Mr. Wormington has served as
President since July 1, 2004. He previously served as Chief Operating
Officer from January 2003 to June 2004 and as a Vice President from 1998 to
2002. Mr. Wormington joined the Company in 1980 and served as Research and
Development Manager from 1993 to December 2002.

Kevin D. Williams, age 46, Chief Financial Officer and Treasurer. In
January 2001, Mr. Williams was appointed by the Board of Directors to serve
as Chief Financial Officer and Treasurer of the Company. He previously
served as Controller of the Company since joining the Company in 1998.

Marguerite P. Butterworth, age 57, Vice President. Ms. Butterworth has
served as Vice President since February of 1993. Ms. Butterworth joined the
Company in 1983 and has been Hardware Manager since 1984.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the fiscal year ended June 30, 2005, the Company paid $1,948,265 to
Ripcord, LLC for marketing and advertising services. Ripcord is owned by
Christopher Harding and Vicki Jo Henry who are husband and wife. Vicki Jo
Henry is the daughter of John W. Henry, Director and Senior Vice President
of the Company and the sister of Michael E. Henry, Chairman of the Board of
the Company. Vicki Jo Henry is also a general partner in JKHY Partners, a
family partnership which owns 3.8% of the common stock of the Company. The
Company believes that the rates and charges incurred in the transactions
with Ripcord are reasonable and competitive with other marketing and
advertising providers of comparable services.

Director Craig R. Curry is Chairmen and CEO of Central Bank, Lebanon,
Missouri. Mr. Curry and his family own a substantial portion of the equity
interests in Central Bank. Central Bank is a customer of the Company and
during the year ended June 30, 2005, it paid $282,430 to the Company for
software licenses and software maintenance services.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Company is required to identify any director, officer or greater than
ten percent beneficial owners who failed to timely file with the Securities
and Exchange Commission a report required under Section 16(a) of the
Securities Exchange Act of 1934 relating to ownership and changes in
ownership of the Company's common stock. The required reports consist of
initial statements on Form 3, statements of changes on Form 4 and annual
statements on Form 5.

To the Company's knowledge, based solely on its review of the copies of such
forms received by it, the Company believes that during the fiscal year ended
June 30, 2005, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners were
complied with in a timely fashion.

EXECUTIVE COMPENSATION

The following table sets forth certain information with regard to the
compensation paid to the Chief Executive Officer and to the Company's other
four most highly compensated executive officers for the three years ended
June 30, 2005.

Summary Compensation Table

Long-Term
Annual Compensation Compensation
--------------------------- ------------
Shares
Underlying
Name and Principal Position Year Salary Bonus (1) Options
--------------------------- ---- -------- -------- -------
John F. Prim 2005 $ 450,000 $ 5,000 -
Chief Executive Officer 2004 340,800 5,000 -
2003 285,800 5,000 50,000

Tony L. Wormington 2005 400,000 5,000 -
President 2004 292,467 5,000 -
2003 217,467 5,000 50,000

Kevin D. Williams 2005 350,000 5,000 -
Treasurer and Chief 2004 204,133 5,000 -
Financial Officer 2003 180,800 5,000 50,000

Marguerite P. Butterworth 2005 139,333 5,000 -
Vice President 2004 131,967 5,000 -
2003 122,217 5,000 10,000

Jerry D. Hall 2005 103,200 5,000 -
Executive Vice President 2004 103,200 5,000 -
2003 103,200 4,733 -

(1) Corporate 401(k) matching contribution of up to $5,000 for each
executive officer in each period.

Following is information with respect to stock options granted to and
exercised by the executive officers named in the Summary Compensation Table
during the fiscal year ended June 30, 2005, together with the number of
options outstanding as of such date. Data, as appropriate, has been adjusted
for stock splits.

Option Grants In Fiscal 2005

The Company did not grant options to any of the executive officers named in
the Summary Compensation Table during the fiscal year ended June 30, 2005.

Aggregated Option Exercises In Fiscal 2005 And June 30, 2005 Option Values

Number of Shares Value of
Shares Underlying Unexercised Unexercised In-the-Money
Acquired On Value Options at 6/30/05 Options at 6/30/05
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
------------------ -------- -------- ----------- ------------- ----------- -------------

John F. Prim - - 385,000 - $1,336,975 -

Tony L. Wormington 120,000 $2,324,417 190,000 - 1,751,900 -

Kevin D. Williams - - 190,000 - 1,646,275 -

Marguerite P.
Butterworth - - 50,000 - 132,100 -

Jerry D. Hall - - - - - -

Agreements With Executive Officers

The Company has no employment contracts with any of its executive officers.

In August of 2005, the Company entered into Termination Benefits Agreements
with each of Messrs. Prim, Wormington and Williams, and one other non-
executive officer of the Company. Under each of these Agreements, the
executive will receive two times his base salary if terminated within the
first 12 months after a change in control or one time his base salary if
terminated during the second 12 month period following a change in control.
Change in control is defined as an acquisition of 35% or more of the stock
of the Company, termination of service of a majority of the members of the
Board of Directors during any two year period for reasons other than death,
disability or retirement, approval by the shareholders of liquidation of the
Company or sale of 50% or more of its assets, or approval by the
shareholders of a merger or consolidation if the Company shareholders own
less than 50% of the combined voting power of the resulting corporation.
The termination benefits will be paid upon any termination of the executive
during the two years following any change in control unless the termination
occurs by reason of the executive's death, disability, retirement, or if the
termination is for cause. The Termination Benefits Agreements have terms of
two years, will automatically renew thereafter for two year terms unless
terminated by the Board of Directors, and the Agreements may not be
terminated following any change in control.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as of June 30, 2005 with respect
to the Company's equity compensation plans under which our Common Stock is
authorized for issuance:

Number of securities
remaining available
for future issuance
under equity
Number of Weighted- compensation
securities to average plans (excluding
be issued upon exercise price securities in
exercise of of outstanding the first column
outstanding options options of this table)
------------------- -------------- --------------------

Equity Compensation
Plans approved by
security holders:

1987 Stock Option 466,500 $4.19 0
Plan (Employees)

1995 Non-Qualified 684,167 $14.70 445,833
Stock Option Plan
(Non-employee
Directors)

1996 Stock Option 8,587,730 $15.11 2,344,5336
Plan (Employees)

Equity Compensation 28,000 $13.78 0
Plans not approved
by security holders
(Plan assumed in
acquisition and
individual option
contracts)

COMPENSATION COMMITTEE REPORT

The Company's executive officer compensation program is administered and
reviewed by the Compensation Committee. The Compensation Committee consists
of three independent, non-employee directors of the Company. There was no
insider participation on the Compensation Committee.

Compensation Philosophy

The objectives of our executive officer compensation program are to:

* Focus executives on achieving consistent earnings growth;

* Encourage continuation of JHA's entrepreneurial spirit;

* Attract and retain highly qualified and motivated executives; and

* Encourage esprit de corps and reward outstanding performance.

In meeting the foregoing objectives, the Compensation Committee strives
for the interests of management and stockholders to be the same - the
maximization of stockholder value. The components of the executive
compensation program which are employed by the Committee to meet these goals
include base salary, bonuses, equity compensation and termination benefits
agreements.

Salary

Salaries are established annually by the Compensation Committee at levels to
compensate for the position held and contributions made by each executive.
Recommendations regarding increases in salary are based upon subjective
evaluations of each individual's performance and contribution.

Bonus

This year the Compensation Committee has recommended and the Board has
adopted specific bonus plans for our senior executives and for the general
managers who report to them. The senior executives are eligible for annual
bonuses of up to 60% of their base salaries and the general managers are
eligible for annual bonuses of up to 50% of their base salaries. Half of
these bonus amounts will be payable if the Company achieves growth in net
income of 20% during the fiscal year ending June 30, 2006. If this goal of
growth in net income is achieved, then each of the executives and general
managers will also be eligible for the other half of his or her bonus if
individual objectives are achieved. The individual performance objectives
will be established by the Board or by the Compensation Committee with
regard to the executive officers and by the executive officers with respect
to the general managers who report to them. The bonuses payable to the
executive officers may be paid in cash, restricted stock or deferred
compensation. The bonuses payable to general managers will be paid in cash.

Equity Compensation

For many years, the Company has used longer term employee incentives in the
form of stock options. Because of recent changes in the accounting
treatment of stock options, however, we have determined that future equity
incentives should be in the form of restricted stock. In the following
pages of this proxy statement are materials regarding our proposed
Restricted Stock Plan, which is intended to replace the 1996 Stock Option
Plan as the primary structure for equity incentive awards to the executive
officers and all other employees of the Company and its subsidiaries.
Equity awards are believed to help focus executive and employee attention on
managing the Company from the perspective of an owner with an equity stake
in the business. If the Restricted Stock Plan is adopted, the Committee will
have discretion to designate and to determine the terms of the restrictions
on stock granted through the Plan.

Termination Benefits Agreements

Since its founding, the Company, our executives, like the vast majority of
our employees, have served "at will' and without any form of employment
contracts. This year, in conjunction with our consideration of changes in
executive compensation, the Board authorized the Company to enter into
Termination Benefits Agreements with certain executives. Recognizing that
any future threatened or actual change in control such as an acquisition or
merger could cause disruption and harm to the Company in the event of
resulting loss of key executives, the Termination Benefits Agreements are
intended to provide an incentive to retain the specified executives through
the resolution of a threat or through a change in control. Under the
Agreement, each of these executives will receive two times his base salary
if terminated within the first 12 months after a change in control or one
time his base salary if terminated during the second 12 month period
following a change in control. Each of the Termination Benefits Agreements
has a term of two years, will automatically renew thereafter for successive
two year terms unless terminated by the Board of Directors, and may not be
terminated following any change in control. The Agreements specify that
they do not confer on the executives any right to continued employment and
shall not interfere with the right of the Company to terminate the
executives at any time.

Summary

In employing the foregoing elements of compensation, the Compensation
Committee considers the experience, prior compensation levels, personal
performance, number and value of previously granted options, and other
subjective factors relating to each individual in combination with objective
Company and individual objectives. We seek to optimize the balance between
base salary, short-term and long-term incentives.

Mr. Prim's Compensation

The base annual salary of Chief Executive Officer Jack Prim was increased to
$450,000 in July of 2004. Mr. Prim's compensation in fiscal year 2005 was
based upon available comparative information and subjective evaluation of
his performance. Specific performance goals were not used in setting his
salary. No discretionary bonus, stock options or other equity awards were
granted to Mr. Prim during our 2005 fiscal year. The Company entered into a
Termination Benefits Agreement with Mr. Prim effective August 30, 2005.

The Compensation Committee, with the approval of the Board of Directors, has
established a bonus plan for Mr. Prim for the current fiscal year under the
Company's 2006 Executive Bonus Plan. Under this plan, Mr. Prim is eligible
to receive a cash bonus of 30% of his base salary if the Company achieves
20% growth in net income for the fiscal year ending June 30, 2006. Up to an
additional 30% of base salary in bonus may be paid to Mr. Prim if he meets
performance goals pertaining to integration of recent acquisitions, cost
management, customer satisfaction, backlog maintenance and stock price.

Limits on Deductibility

The Compensation Committee notes that there is a $1,000,000 cap on the
income tax deduction which may be taken with respect to any individual
officer's compensation. While current cash compensation paid to our
executive officers is substantially less than the cap, the ultimate value of
outstanding stock options is not now known, and thus the cap may be
important in some future year. The cap has been considered by the Committee
and we intend to take the steps necessary to conform the Company's
compensation structure to comply with the cap if the issue arises in a
future period.

Burton George, a member of our Board and of this Compensation Committee for
many years, served on this committee through fiscal 2005, but passed away in
July 2005 before the preparation of this report. We will miss his common
sense and sage advice. His seat on the Compensation Committee has recently
been filled by independent Board member Craig R. Curry.

James J. Ellis, Joseph J. Maliekel and Craig R. Curry
Members of the Compensation Committee

COMPANY PERFORMANCE

The following graph presents a comparison for the five-year period ended
June 30, 2005, of the market performance of the Company's common stock with
the S & P 500 Index and an index of peer companies selected by the Company:

The following information depicts a line graph with the following values:

JKHY Peer Group S&P 500

2000 100.00 100.00 100.00
2001 124.24 119.98 85.17
2002 67.25 130.66 69.85
2003 72.45 131.83 70.03
2004 82.50 149.74 83.41
2005 75.83 153.93 88.68

This comparison assumes $100 was invested on July 1, 2000, and assumes
reinvestments of dividends. Total returns are calculated according to
market capitalization of peer group members at the beginning of each period.
Peer companies selected are in the business of providing specialized
computer software, hardware and related services to financial institutions
and other businesses. Companies in the peer group are Bisys Group, Cerner
Corp., Computer Science, Efunds Corp., Euronet Worldwide Inc., Fair Isaac
Corp., Fidelity National Financial, First Data Corp., Fiserv Inc., John H.
Harland Company, Marshall & Ilsley Corp., National Datacomputer Com, Open
Solutions Inc. and SEI Investments Company.

PROPOSAL 2
APPROVAL OF THE COMPANY'S RESTRICTED STOCK PLAN

The Board of Directors (the "Board") has adopted, subject to stockholder
approval, the Jack Henry & Associates, Inc. Restricted Stock Plan (the
"Plan") for employees and members of the Board of Directors of the Company
and its subsidiaries. The Plan will become effective upon its approval by
the stockholders of the Company at the Annual Meeting. Approval of the Plan
requires the affirmative vote of a majority of the shares present at the
meeting in person or by proxy and entitled to vote, assuming that a quorum
is present.

The principal features of the Plan are summarized below. The summary is
qualified in its entirety by the full text of the Plan, which is set forth
as Exhibit A to this Proxy Statement.

General

The Plan is intended to provide the Company with a means to assist in the
recruiting, retaining and rewarding of employees and members of the Board of
Directors and to motivate such individuals to exert their best efforts on
behalf of the Company by providing incentives through the granting of shares
of stock.

Types of Awards

The Plan provides for the grant of awards of restricted stock to employees
and members of the Board of Directors of the Company. Awards of restricted
stock are rights to receive Company Common Stock which are subject to
restrictions and a risk of forfeiture. Restrictions lapse in accordance
with a schedule or other conditions as determined by the Board. Awards may
be granted in the form of shares registered in the name of the participant,
but held by the Company or an escrow agent designated by the Company until
the restrictions on the award lapse. The Board may, in its sole discretion,
award all or any rights of a stockholder with respect to shares underlying
an award during the period they remain subject to restrictions, including,
without limitation, the right to vote the shares and receive dividends.

Eligibility

Awards may be granted to any employee or member of the Board of Directors of
the Company or its subsidiaries. As of September 1, 2005, the number of
employees was approximately 3,126, and there were 4 non-employee members of
the Board of Directors.

Shares Subject to the Plan

The aggregate maximum number of shares that may be issued pursuant to awards
under the Plan is 3,000,000 shares of the Company's Common Stock. The
shares issued under the Plan may be from authorized but unissued shares or
from previously issued shares that have been reacquired by the Company. In
the event an award shall expire or terminate for any reason, the shares
subject to the award shall again be available for purposes of the Plan.

As of September 16, 2005, the last reported sale price of the Company's
Common Stock on the Nasdaq Stock Market was $19.53 per share.

Administration

The Plan will be administered by the Board, which may from time to time
delegate all or any part of its authority under the Plan to a committee of
the Board (or subcommittee thereof) appointed by the Board.

Adjustments

In the event of changes in the capitalization of the Company by reason of a
stock split, recapitalization, merger, consolidation, split-up, combination
or exchange of shares of stock and the like (each an "Adjustment Event"),
the aggregate number of shares available under the Plan will be
appropriately adjusted by the Board such that the Adjustment Event does not
adversely effect the rights of participants under the Plan.

Terms of Awards

The Board will determine the terms and conditions of each award which will
be set forth in an award agreement. The Board may, in its sole discretion,
determine that certain awards should be subject to such requirements so that
they are deductible by the Company under Internal Revenue Code Section
162(m). Such awards shall be considered performance-based awards and the
performance measures shall be determined by a committee or subcommittee of
the Board consisting of solely independent directors. In no event shall the
total amount of a performance-based award paid to any participant in any
fiscal year of the Company exceed 50,000 shares.

Amendment and Termination

The Board may terminate the Plan or make modifications to the Plan as it
deems advisable; provided however, that without further approval by the
stockholders of the Company, the Board may not: (i) increases the maximum
number of shares as to which awards may be granted under the Plan; (ii)
increase the maximum amount which can be paid under a performance-based
award; (iii) change the specified performance objectives for payment of
performance-based awards; (iv) modify the requirements as to eligibility for
participation in performance-based awards; or (v) make other amendments or
modifications which require stockholder approval under applicable law,
regulation, or stock exchange rule. No termination or amendment to the Plan
may, without the consent of the affected participant, have a material
adverse effect on the rights of such participant under such award. No awards
may be granted under the Plan after the date which is ten years after the
date the Plan was adopted by the Board.

Federal Income Tax Consequences

The following discussion is based on the Internal Revenue Code of 1986, as
amended ("Code"), and applicable regulations thereunder in effect on the
date of this Proxy Statement. Any subsequent changes in the Code or such
regulations may affect the accuracy of this discussion. This discussion
does not consider any state, local or foreign tax consequences or any
circumstances that are unique to a particular participant that may affect
the accuracy or applicability of this discussion.

Unless a Section 83(b) election is made, as described in the following
paragraph, a participant will not recognize taxable income upon the grant of
restricted stock because the restricted stock will be nontransferable and
subject to a substantial risk of forfeiture within the meaning of Section 83
of the Code. A participant will recognize ordinary income when the transfer
or forfeiture restrictions lapse. The amount recognized will be equal to
the fair market value of the shares at the time the restrictions lapse. If
a Section 83(b) election has not been made, any dividends received with
respect to the Common Stock subject to the restrictions will be treated as
additional compensation income and not as dividend income.

A participant may elect, pursuant to Section 83(b) of the Code, to recognize
as ordinary income the fair market value of the restricted stock upon the
date of grant rather than when the transfer or forfeiture restrictions
lapse. A Section 83(b) election must be made within 30 days of the date of
grant. The Section 83(b) election is irrevocable. If a Section 83(b)
election is made and the participant subsequently forfeits the restricted
stock, the participant may not deduct as a loss the amount previously
recognized as ordinary income.

A participant's tax basis in shares of restricted stock received will be
equal to the amount of ordinary income recognized by the participant upon
the lapse of the transfer or forfeiture restrictions or as a result of
making a Section 83(b) election, as applicable. The participant's holding
period for the shares for purposes of determining gain or loss on a
subsequent sale will begin on the date the restrictions on the shares lapse
or, if a Section 83(b) election is made, just after the date of grant. In
general, the Company will be entitled to a deduction at the same time, and
in an amount equal to, the ordinary income recognized by a participant with
respect to shares of restricted stock. If, subsequent to the lapse of
the restrictions on the shares, the participant sells the shares, the
difference, if any, between the amount realized from the sale and the
participant's tax basis in the shares will be taxed as a capital gain or
loss

Under Section 162(m) of the Code, no deduction is allowed to the Company for
compensation in excess of $1 million paid during a calendar year to our
chief executive officer and our other four highest paid officers (other than
the chief executive officer) whose compensation for the year is required
to be disclosed in the summary compensation table. However, certain
performance-based compensation, as defined in Section 162(m) of the Code and
the regulations thereunder, is not subject to such limitation. Awards of
restricted stock may be issued in accordance with the requirements for such
performance-based compensation so as to be deductible.

New Plan Benefits

No awards will be granted pursuant to the Plan until it is approved by the
Company's stockholders. In addition, awards are subject to the discretion
of the Board. Therefore, it is not possible to determine the benefits that
will be received in the future by participants or the benefits that would
have been received by such participants if the Plan had been in effect in
the fiscal year ended June 30, 2005.

Vote Required

Under Delaware law, the affirmative vote of the holders of a majority of the
shares of the Company's Common Stock present in person or represented by
proxy and entitled to vote at the annual meeting, a quorum being present, is
necessary for the approval of the adoption of the Plan. The aggregate
number of shares for which a vote "FOR," "AGAINST" or "ABSTAIN" is made is
counted for the purpose of determining the minimum number of affirmative
votes required for approval, and the total number of votes cast "FOR"
approval is counted for the purpose of determining whether sufficient votes
are received. An abstention from voting on a matter by a stockholder
present in person or represented by proxy and entitled to vote has the same
legal effect as a vote "AGAINST" the matter.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THE JACK
HENRY & ASSOCIATES, INC. RESTRICTED STOCK PLAN. PROXIES RECEIVED BY THE
BOARD OF DIRECTORS WILL BE VOTED FOR THE APPROVAL OF THE ADOPTION OF THE
PLAN UNLESS STOCKHOLDERS SPECIFY IN THEIR PROXY A VOTE OF "AGAINST" OR
"ABSTAIN".

PROPOSAL 3
APPROVAL OF THE COMPANY'S
2005 NON-QUALIFIED STOCK OPTION PLAN

Introduction

The Board of Directors believes that the Company and its stockholders have
benefited substantially over the years from the use of stock options as an
effective means to secure, motivate and retain qualified and competent non-
employee directors for the Company. In 1995, the Company adopted the 1995
Non-Qualified Stock Option Plan for non-employee directors (the "1995
NSOP"). Options may only be granted under the 1995 NSOP until November 30,
2005. Because of the imminent expiration of the 1995 NSOP, and believing
that a new plan is both necessary and appropriate for the Company to
continue offering stock incentives in the form of stock options to current
and future non-employee directors, the Board of Directors adopted the 2005
Non-Qualified Stock Option Plan (the "Plan") on August 26, 2005, subject to
approval by the stockholders. If stockholder approval is obtained, the Plan
will become effective on the date of the Annual Meeting.

The Board of Directors recommends that the stockholders vote "FOR" approval
of adoption of the Plan. Unless otherwise directed therein, the proxies
solicited hereby will be voted for approval of adoption of the Plan. The
principal features of the Plan are summarized below. The summary is
qualified in its entirety by the full text of the Plan, which is set forth
as Exhibit B to this Proxy Statement.

General

The purposes of the Plan are to obtain for the Company the benefits of the
incentive inherent in the ownership of the Company's Common Stock by non-
employee directors of the Company who are important to the success and the
growth of the business of the Company, to help the Company retain the
services of such persons, and to compensate such persons for their service
on the Board of Directors. The Plan is in nearly the same form as the prior
plan for non-employee directors, the 1995 NSOP.

The aggregate number of shares which may be issued, and as to which stock
options may be granted under the Plan, is 700,000 shares of the Company's
Common Stock, subject to proportionate adjustment in the event of stock
splits and similar events. If any stock option granted under the Plan is
canceled by mutual consent or terminates or expires for any reason without
having been exercised in full, the number of shares subject to the stock
option will again be available for purposes of granting under the Plan. The
shares of the Company's Common Stock which may be issued under the Plan may
be either authorized but unissued shares or treasury shares, or both. No
director may be granted options to purchase more than 100,000 shares of the
Company's Common Stock under the Plan.

Administration

The Plan is to be administered by the Non-Qualified Stock Option Committee
consisting of no fewer than two members of the Board, none of whom shall
be eligible to participate under the Plan. The Committee has the power
to interpret and amend the Plan, subject to further approval by
the stockholders for certain amendments relating to option shares,
grants, pricing, term and eligibility. All questions of interpretation and
application of the Plan, or as to stock options granted under the Plan are
subject to the determination of the Committee, which will be final and
binding.

Notwithstanding the discretion to administer the Plan granted to the
Committee, the selection of the directors to whom stock options are to be
granted, the timing of stock option grants, the number of shares subject to
any stock option, the exercise price of any stock option, and the term of
any stock option are as set forth in the Plan. The Committee has no
discretion as to these matters.

Stock Options

On the third business day following the day of each Annual Meeting of
Stockholders, each person who is then a member of the Board of Directors of
the Company and who is not then an employee of the Company or any of its
subsidiaries will be granted a non-statutory stock option (a stock option
which does not qualify under Sections 422 or 423 of the Internal Revenue
Code of 1986) to purchase 10,000 shares of Common Stock, subject to
adjustment and substitution as set forth below. If the number of shares
remaining available for the grant of stock options under the Plan on one of
such days is not sufficient for each non-employee director to be granted an
option for 10,000 shares, then each non-employee director shall be granted
an option for a number of whole shares equal to the number of shares then
remaining available under the Plan divided by the number of non-employee
directors, disregarding any fraction of a share.

The option price for each stock option will be the fair market value of the
Company's Common Stock on the date the stock option is granted. Fair market
value, for this purpose, will generally be the last reported sale price of a
share of the Common Stock on such date as recorded on the Nasdaq Stock
Market, or if no sale of Common Stock took place on such date, the last
reported sale price of a share on the most recent day on which a sale of a
share of Common Stock took place as recorded on the Nasdaq Stock Market. On
September 16, 2005, the fair market value of a share of Common Stock, as so
computed, was $19.53.

Options granted under the Plan may not become exercisable until 6 months
after the date of grant. Subject to the foregoing 6 month rule, all options
shall be vested and exercisable after the fourth anniversary of the
Director's first election or appointment to the Board of Directors. For
individuals who have served less than four continuous years, 25% all options
shall vest after one year of service, 50% shall vest after two years, and
75% shall vest after three years of service on the Board. Notwithstanding
the vesting schedule, any option granted under the Plan shall become
exercisable in its entirety upon the death, illness, disability or
retirement of the optionee. No portion of any option not theretofore
exercisable shall become exercisable following the removal or termination of
the optionee as a director of the Company, for any reason other than his
death, illness, disability or retirement. No stock option may be exercised
after the expiration of ten (10) years from the date of grant.

The option price for each stock option will be payable in full at the time
of exercise of the option; however, in lieu of cash the person exercising
the stock option may pay the option price in whole or in part by delivering
to the Company previously owned shares of the Company's Common Stock having
a fair market value on the date of exercise of the stock option equal to the
option price for the shares being purchased.

For the first six months after the date of a grant, no stock option granted
under the Plan shall be transferable other than by will or by the laws of
descent and distribution. Thereafter, options may be transferred, but only
to specified "Permitted Transferees" such as immediate family members of
the optionee, trusts established for the benefit of the optionee or the
optionee's immediate family members, and certain charities.

Adjustment of Shares

If any changes made in the shares subject to the Plan or subject
to any option granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, split-up, combination of
shares, exchange of shares, issuance of rights to subscribe, or change in
capital structure), appropriate adjustments or substitutions shall be made
by the Committee in or for such shares (including adjustments in the maximum
number of shares subject to the Plan and the number of such shares and price
per share subject to the Plan and the number of such shares and price per
share subject outstanding options granted under the Plan) as the Committee,
in its sole discretion shall deem equitable to prevent dilution or
enlargement of option rights. In the case of any transaction, or series of
transactions carried out within a period of twelve consecutive months, in
which the Company is consolidated or merged with another corporation (other
than a subsidiary or other affiliated company of the Company), or in which
substantially all of the properties or assets of the Company are acquired by
another person, firm or corporation, and in which the stockholders of the
Company receive either directly or indirectly, as consideration, cash and/or
non-equity securities or a package which does not include an amount of
equity securities equal to more than 20% in the aggregate value of such
package as conclusively determined by the Committee, the Committee shall,
alternatively, have the right to terminate all then outstanding options by
causing written notice of such termination to be given to each optionee not
less than 30 days prior to the date on which such consolidation, merger or
acquisition is expected to become effective. In providing such notice, the
Board of Directors may, in its discretion, with respect to options, waive
the exercise installment restrictions and permit such option or options to
become immediately exercisable.

Amendment and Termination of the Plan

The Board may, from time to time, amend or modify the Plan in all respects,
except that without stockholder approval no such amendment or modification
may (a) increase the total number of shares reserved for options under the
Plan; (b) change the option price from 100% of the fair market value on the
date of grant; (c) change the class of non-employee directors eligible to
receive options; or (d) extend the period of exercise beyond ten years from
the date of grant. Rights and obligations under any option previously
granted under the Plan may not be altered or impaired by any such amendment
or modification of the Plan except upon consent of the person to whom such
option was granted.

The Board of Directors may at any time suspend or terminate the Plan. The
Plan, unless sooner terminated, shall terminate at the close of business on
November 30, 2015. Rights and obligations under any option granted while
the Plan is in effect shall not be altered or impaired by suspension or
termination of the Plan, except upon the consent of the person to whom such
option and right were granted.

Federal Income Tax Consequences

A participant who is granted a non-qualified stock option will not recognize
income at the time of the grant. However, the participant will recognize
ordinary income upon the exercise of the non-qualified stock option. The
amount of ordinary income recognized equals the difference between (a) the
fair market value of the stock on the date of exercise, and (b) the amount
paid by the participant for the stock. At that time, the Company will be
entitled to a deduction equal to the amount of ordinary income recognized by
the participant. When the participant sells any of the shares of stock
acquired through exercise of a non-qualified stock option, the difference
between the sales price and the participant's basis in the shares (i.e., the
amount the participant paid for the shares plus the amount of ordinary
income recognized by the participant) will be treated as a capital gain or
loss. Special rules apply if the participant pays all or part of the
exercise price under a non-qualified stock option with previously acquired
shares of stock.

New Plan Benefits

The following table shows the stock options that the individuals and groups
referred to below will receive in 2005 if the Plan is approved by the
Company's stockholders at the Annual Meeting. Executive officers, employee
directors and employees of the Company are not eligible to participate in
the Plan.

Name and Position Dollar Value($) Number of Units

John F. Prim __ _
Chief Executive Officer
Tony L. Wormington __ _
President
Kevin D. Williams
Chief Financial Officer
Margurite P. Butterworth __ _
Vice President
Jerry D. Hall __ _
Executive Vice President and Director
Non-Executive Director Group (1) 40,000
Non-Executive Officer Employee Group __ _

(1) The actual value of the awards made will vary depending on the fair
market value on the date of the awards made pursuant to the plan.

Vote Required

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THE 2005
NON-QUALIFIED STOCK OPTION PLAN. PROXIES RECEIVED BY THE BOARD OF DIRECTORS
WILL BE VOTED FOR THE APPROVAL OF THE ADOPTION OF THE PLAN UNLESS
STOCKHOLDERS SPECIFY IN THEIR PROXY A VOTE OF "AGAINST" OR "ABSTAIN".

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte & Touche LLP served as the independent registered public accounting
firm for the Company for the year ended June 30, 2005. The Audit Committee
has not selected the independent registered public accounting firm for the
current year, because the selection will not be made until after the Annual
Meeting of Stockholders. Representatives of Deloitte & Touche are expected
to be present at the Annual Meeting with the opportunity to make a statement
if they desire to do so and to be available to respond to appropriate
questions.

Audit And Non-Audit Fees

The following table presents fees for professional audit services rendered
by Deloitte & Touche for the audit of the Company's annual consolidated
financial statements for the fiscal years ended June 30, 2005 and 2004 and
reviews of the financial statements included in the Company's Forms 10-Q for
those fiscal years, the audit of the Company's assessment and effectiveness
of internal control over financial reporting under Section 404 of the
Sarbanes-Oxley Act of 2002, and fees for other services rendered during
those periods.

2005 2004
--------- ---------
Audit Fees $ 305,500 $ 224,500
Audit-Related Fees (1) 493,692 97,180
Tax Fees (2) 173,134 147,014
All Other Fees (3) 37,000 87,143
--------- ---------
Total Fees $1,009,326 $ 555,837

(1) Audit-related fees for 2005 and 2004 included audits of two employee
benefit plans, audits performed in accordance with SAS 70 and review of
other SEC filings.

(2) Tax Fees for 2005 and 2004 included review of the Company's federal
and specific state income tax returns, assistance with research and
development credits taken on income tax returns, review of other tax
credits and deductions and review of the Company's health care
program plan documentation and related tax filings.

(3) Other fees for 2005 and 2004 included services provided to review
the Company's internal control documentation relative to Section 404 of
the Sarbanes-Oxley Act of 2002.

In making its decision to continue to retain Deloitte & Touche as the
Company's independent registered public accounting firm for the next fiscal
year, the Audit Committee will consider the above information to ensure that
the provision of non-audit services will not negatively impact the
maintenance of the firm's independence.

The Audit Committee has in its Charter expressed its policy governing the
engagement of the Company's independent registered public accounting firm
for audit and non-audit services. Under the terms of the Charter, the Audit
Committee is required to pre-approve all audit, audit related and non-audit
services performed by the Company's independent registered public accounting
firm. All non-audit services for 2005 were pre-approved by the Audit
Committee.

At the beginning of each fiscal year, the Audit Committee reviews with
management and the independent registered public accounting firm the types
of services that are likely to be required throughout the year. Those
services are comprised of four categories: audit services, audit-related
services, tax services and all other permissible services. The independent
registered public accounting firm provides documentation for each proposed
specific service to be provided. At that time, the Audit Committee pre-
approves a list of specific services that may be provided within each of
these categories, and sets fee limits for each specific service or project.
Management is then authorized to engage the independent registered public
accounting firm to perform the pre-approved services as needed throughout
the year, subject to providing the Audit Committee with regular updates.
The Audit Committee reviews all billings submitted by the independent
registered public accounting firm on a regular basis to ensure that their
services do not exceed pre-defined limits. The Audit Committee or its
Chairman reviews and approves in advance, on a case-by-case basis, all other
projects, services and fees to be performed by or paid to the independent
registered public accounting firm. The Audit Committee also approves in
advance any fees for pre-approved services that exceed the pre-established
limits, as described above.

STOCKHOLDER PROPOSALS

Stockholders who intend to present proposals for inclusion in the proxy
statement and form of proxy for the 2006 Annual Meeting of Stockholders must
submit their proposals to the Company's Secretary on or before June 3, 2006.
A shareholder who wishes to present a proposal at the 2006 Annual Meeting,
but who does not request inclusion in the proxy statement, must submit the
proposal to the Company's Secretary by August 23, 2006.

COST OF SOLICITATION AND PROXIES

Proxy solicitation is being made by mail, although it may also be made by
telephone, telegraph, or in person by officers, directors and employees of
the Company not specifically engaged or compensated for that purpose. The
Company will bear the entire cost of the Annual Meeting, including the cost
of preparing, assembling, printing and mailing the Proxy Statement, the
Proxy and any additional materials furnished to stockholders. Copies of the
solicitation materials will be furnished to brokerage houses, fiduciaries
and custodians for forwarding to the beneficial owners of shares held of
record by them and, upon their request, such persons will be reimbursed for
their reasonable expenses incurred in completing the mailing to such
beneficial owners.

FINANCIAL STATEMENTS

Consolidated financial statements of the Company are contained in the 2005
Annual Report which accompanies this Proxy Statement, and are incorporated
herein by reference.

OTHER MATTERS

The Board of Directors knows of no matters that are expected to be presented
for consideration at the 2005 Annual Meeting which are not described herein.
However, if other matters properly come before the meeting, it is intended
that the persons named in the accompanying Proxy will vote thereon in
accordance with their best judgment.

By Order of the Board of Directors

/s/ Michael E. Henry
--------------------
Michael E. Henry
Chairman of the Board

Monett, Missouri
September 30, 2005

A copy of the Company's Annual Report is included herewith. The Company will
furnish without charge a copy of its Annual Report on Form 10-K as filed
with the Securities and Exchange Commission upon written request directed to
Kevin D. Williams, Chief Financial Officer, Jack Henry & Associates, Inc.,
663 Highway 60, Post Office Box 807, Monett, Missouri, 65708. The Form 10-K
is also available at our investor relations website, www.jackhenry.com/ir/.

Exhibit A

JACK HENRY & ASSOCIATES, INC.
RESTRICTED STOCK PLAN
---------------------

1. Purpose of the Plan. The Jack Henry & Associates, Inc. Restricted
Stock Plan ("Plan") is intended to provide Jack Henry & Associates, Inc.
(the "Corporation") with a means to assist in the recruiting, retaining and
rewarding of employees and members of the Board of Directors and to motivate
such individuals to exert their best efforts on behalf of the Corporation by
providing incentives through the granting of shares of stock.

2. Definitions. The following terms shall have the following meanings:

a. "Act" means the Securities Exchange Act of 1934, as amended, or
any successor thereto.

b. "Award" means any grant of restricted stock under the Plan.

c. "Award Agreement" means an agreement entered into between the
Corporation and a Participant, as such agreement may be amended
from time to time, setting forth the terms and provisions
applicable to any Award.

d. "Board" means the Board of Directors of the Corporation.

e. "Change in Control" means (i) the purchase or other acquisition by
any person, entity or group of persons, within the meaning of Section 13(d)
or 14(d) of the Act (excluding, for this purpose, the Corporation or its
subsidiaries or any employee benefit plan or related trust of the
Corporation or its subsidiaries), of beneficial ownership, within the
meaning of Rule 13d-3 promulgated under the Act, of 20% or more of the
combined voting power of the Corporation's then-outstanding voting
securities entitled to vote generally in the election of directors in any
transaction or series of transactions; (ii) when individuals who, as of the
date hereof, constituting the Board ("Incumbent Board") cease for any reason
to constitute at least a majority of the Board, provided that any person who
becomes a director subsequent to the date hereof whose election, or
nomination for election by the Corporation's shareholders, was approved in
advance by a vote of at least a majority of the directors then comprising
the Incumbent Board excluding members of its Incumbent Board who are no
longer serving as directors (other than an individual whose initial
assumption of office is in connection with an actual or threatened election
contest relating to the election of directors of the Corporation, as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under the Act,
or an individual approved by the Incumbent Board as result of an agreement
intended to avoid or settle an actual or threatened contest) shall be, for
purposes of this section, considered as though such person were a member of
the Incumbent Board; (iii) consummation of a reorganization, merger or
consolidation, in each case following such reorganization, merger or
consolidation: (a) persons who were the shareholders of the Corporation
immediately prior to such reorganization, merger or consolidation
immediately thereafter own 50% or less of the combined voting power entitled
to vote generally in the election of directors of the reorganized, merged or
consolidated corporation's then-outstanding voting securities, or (b) less
than a majority of members of the board or other governing body of such
reorganized, merged or consolidated corporation were members of the
Incumbent Board at the time of the execution of the initial agreement or the
approval of the transaction by the Board; or (iv) approval by shareholders
of a liquidation or dissolution of the Corporation (and the Corporation
shall commence such liquidation or dissolution), or consummation of the sale
of all or substantially all of the assets of the Corporation (in one
transaction or a series of transactions).

f. "Code" means the Internal Revenue Code of 1986, as amended, or
any successor thereto.

g. "Common Stock" means common stock of the Corporation, par value
$0.01.

h. "Director" means an individual actively serving as a member of
the Board.

i. "Family Member" means any child, stepchild, grandchild, parent,
stepparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law,
including adoptive relationships, any person sharing the Participant's
household (other than a tenant or employee), a trust in which the foregoing
persons have more than 50% of the beneficial interests, a foundation in
which the Participant or the foregoing persons control the management of
assets and any other entity in which the Participant or the foregoing
persons own more than 50% of the voting interests.

j. "Incapacitated" means a mental or physical illness that entitles
the Participant to receive benefits under a long-term disability plan of the
Corporation, or if there is no such plan or the Participant is not covered
by such a plan or the Participant is not an employee of the Corporation, a
mental or physical illness that renders the Participant totally and
permanently incapable of performing the Participant's duties for the
Corporation. Notwithstanding the foregoing, Incapacity shall not qualify
under this Plan if it is the result of (i) a willfully self-inflected injury
or willfully self-induced sickness; or (ii) an injury or disease contracted,
suffered, or incurred while participating in a criminal offense. The
determination of Incapacity for purposes of this Plan shall be made by a
physician satisfactory to the Board and shall not be construed to be an
admission of incapacity for any other purpose.

k. "Participant" means an employee or a Director of the Corporation
or its subsidiaries, who is selected by the Board to receive an Award.

l. "Permitted Transferee" means any Family Member of a Participant
or a trust maintained exclusively for the benefit of , or a partnership all
of the interests in which are held by, one or more of the Participant and
his or her Family Members.

3. Stock Subject to the Plan. Subject to the adjustments described in
Section 8, 3,000,000 shares of Common Stock (the "Restricted Stock") are
authorized for Awards under the Plan. Such shares may come from authorized
but unissued shares of Common Stock and/or from previously issued shares of
Common Stock that have been reacquired by the Corporation. In the event any
Award shall expire or terminate for any reason, the shares subject to the
Award shall again be available for the purposes of the Plan.

4. Administration of the Plan. The Plan shall be administered by the
Board, which may from time to time delegate all or any part of its authority
under this Plan to a committee of the Board (or subcommittee thereof)
appointed by the Board. A majority of the committee (or subcommittee) shall
constitute a quorum, and the action of the members of the committee (or
subcommittee) present at any meeting at which a quorum is present, or acts
unanimously approved in writing, shall be the acts of the committee (or
subcommittee). To the extent of any such delegation, references in this
Plan to the Board shall be deemed to be references to any such committee (or
subcommittee). The interpretation and construction by the Board of any
provision of the Plan or of any agreement, notification or document
evidencing the grant of an Award and any determination by the Board pursuant
to any provision of this Plan or any such agreement, notification or
document shall be conclusive. No member of the Board shall be liable for
any such action or determination made in good faith.

5. Eligibility. Awards may be granted to any employee or Director of
the Corporation or its subsidiaries pursuant to the sole discretion of the
Board in accordance with Section 4.

6. Awards; Vesting.

a. Awards. Awards may be granted to Participants in such amounts and
upon such terms, and at any time and from time to time, as shall be
determined by the Board and set forth in an Award Agreement duly executed on
behalf of the Corporation and accepted by the Participant.

b. Performance-Based Awards. The Board may, in its sole and absolute
discretion, determine that certain Awards should be subject to such
requirements so that they are deductible by the Corporation under Code
Section 162(m). If the Board so determines, such Awards shall be considered
performance-based awards subject to the terms of this Section 6.b., as
provided in the Award Agreement. A performance-based Award shall be granted
by the Board in a manner to satisfy the requirements of Code Section 162(m)
and the regulations thereunder. The performance measures to be used for
purposes of a performance-based Award shall be determined by a committee or
subcommittee of the Board, consisting solely of outside directors (as
defined in Treasury Regulations Section 1.162-27(e) (3), in its sole and
absolute discretion, no later than 90 days after the commencement of the
period of service to which such performance criteria relates or, if earlier,
the date on which 25% of such period of service elapses. Performance
objectives need not be the same with respect to all performance-based Awards
granted under the Plan. Each of the performance criteria is to be
specifically defined in advance by the committee or subcommittee and may
include or exclude specified items of an unusual or non-recurring nature.
The criteria upon which the committee or subcommittee shall establish
performance objectives shall include but not be limited to: earnings per
share of stock; book value per share of stock; net income (before or after
taxes); operating income; return on invested capital, assets or equity; cash
flow return on investments which equals net cash flows divided by owners'
equity; earnings before interest or taxes; gross revenues or revenue growth;
market share; expense management; improvements in capital structure; profit
margins; stock price; total stockholder return; free cash flow; or working
capital. Performance-based Awards shall be forfeited if the applicable
performance objective(s) are not achieved or if the Plan is not approved by
the shareholders of the Corporation as described in Section 14. Such
committee or subcommittee shall determine whether, with respect to a
performance period, the applicable performance goals have been met with
respect to an Award and, if they have, to so certify in writing and
ascertain the amount of the applicable performance-based Award. The
committee or subcommittee shall have the discretion to adjust performance-
based awards downward. Unless the shareholders of the Corporation shall
have first approved thereof, no amendment of the Plan shall be effective
which would increase the maximum amount which can be paid under a
performance-based Award, which would change the specified performance
objectives for payment of performance-based Awards, or which would modify
the requirements as to eligibility for participation in performance-based
Awards under the Plan. In no event shall the total amount of a performance-
based Award paid to any Participant in any fiscal year of the Corporation
exceed 50,000 shares of Common Stock.

c. Vesting. Any shares of Restricted Stock awarded shall be
nontransferable by the Participant during the period described in the Award
Agreement and shall be subject to the risk of forfeiture described in the
Award Agreement. Prior to the time shares become transferable, the shares
of Restricted Stock shall bear a legend indicating their nontransferability,
and, unless otherwise provided in the Award Agreement, if the Participant
ceases to be a Director or terminates employment with Corporation prior to
the time a restriction lapses, and/or if the performance criteria specified
in the Award Agreement are not achieved, if applicable, the Participant
shall forfeit any shares of Restricted Stock which are still subject to the
restrictions at the time of termination of such employment or service, or
expiration of the performance period. When an Award is granted, the
Participant shall become vested in such shares in accordance with the terms
of the Award Agreement, which except as otherwise provided in Section 6.b.
with respect to performance-based Awards, shall generally provide for a
graded vesting schedule. However, the Board may at any time accelerate the
vesting schedule, in its sole discretion. Additionally, in the event of a
Change in Control or death or Incapacity of the Participant, unless
otherwise provided in the Award Agreement, all previously granted shares of
Restricted Stock not yet free of the restrictions of described herein shall
become immediately free of such restrictions.

d. Timing of Awards. An Award shall be deemed to be made on the date
on which the Board, by formal action of its members duly recorded in the
records thereof, makes an award of shares of Restricted Stock to a
Participant, provided that such award is evidenced by an Award Agreement in
the manner set forth in a. Awards. Awards may be granted to Participants in
such amounts and upon such terms, and at any time and from time to time, as
shall be determined by the Board and set forth in an Award Agreement duly
executed on behalf of the Corporation and accepted by the Participant. above
within a reasonable time after the date of the Board action.
Notwithstanding the foregoing, the Board may, in the records of its formal
action, designate a future date on which an Award shall be made.

e. Restricted Stock. Restricted Stock may be granted in the form of
shares registered in the name of the Participant but held by the Corporation
or an escrow agent designated by the Corporation until the restrictions on
the Award lapse, subject to forfeiture, as provided in the applicable Award
Agreement. The Board, in the applicable Award Agreement, may, in its sole
discretion, award all or any rights of a shareholder with respect to the
shares of Restricted Stock during the period that they remain subject to
restrictions, including without limitation, the right to vote the shares and
receive dividends.

f. Requirements for Issuance. No shares of Restricted Stock will be
issued or transferred pursuant to an Award unless and until all then
applicable requirements imposed by federal and state securities and other
laws, rules and regulations and by any regulatory agency having jurisdiction
over the Corporation, the Common Stock or the Awards, or by any stock
exchange or securities quotation system upon which the Common Stock may be
listed, have been fully met. As a condition precedent to the issuance of
shares of Restricted Stock pursuant to the grant of an Award, the
Corporation may require the Participant to take any reasonable action to
meet such requirements.

7. Nontransferability of Award. Except as otherwise provided in this
Section 7, Awards may not be transferred by a Participant other than by
will or the laws of descent and distribution. Any attempted transfer,
assignment, pledge, hypothecation or other disposition except as herein
provided, including, without limitation, any disposition, attachment,
divorce, trustee process or similar process, whether legal or equitable
shall be null and void and without effect. Notwithstanding anything herein
to the contrary, to the extent provided in the Award Agreement, an Award may
be transferred by the Participant, without consideration and subject to the
provisions of this Plan (including, but not limited to, the vesting and
forfeiture provisions of Section 6.c.), to a Permitted Transferee of such
Participant.

8. Adjustments. Notwithstanding any other provisions of the Plan, in
the event of changes in the capitalization of the Corporation by reason of a
recapitalization, merger, consolidation, split-up, stock split, combination
or exchange of shares of stock and the like (each, an "Adjustment Event"),
the aggregate number of shares of common stock available under the Plan will
be appropriately adjusted by the Board such that the Adjustment Event does
not adversely effect the rights of the Participants under the Plan, whose
determination shall be conclusive.

9. Amendment and Termination; Term. The Board may at any time
terminate the Plan or make such modifications to the Plan as the Board shall
deem advisable; provided, however, that the Board may not, without further
approval by the shareholders of the Corporation, increase the maximum number
of shares as to which Awards may be granted under the Plan (except under the
anti-dilution provisions of Section 8), increase the maximum amount which
can be paid under a performance-based Award, change the specified
performance objectives for payment of performance-based Awards, modify the
requirements as to eligibility for participation in performance-based
Awards, or make any other amendments or modifications which require
shareholder approval under applicable law, regulation or stock exchange
rule. Unless otherwise terminated earlier by the Board, the Plan shall
terminate on the date which is 10 years after the date the Plan is adopted
by the Board or, if earlier, approved by the shareholders of the
Corporation. No termination or amendment to the Plan may, without the
consent of the affected Participant, have a material adverse effect on the
rights of such Participant under such Award.

10. No Continued Right to Employment. Nothing in the Plan or in any
Award granted pursuant to the Plan shall be considered or construed as
creating a contract of employment for any specified period of time or shall
confer on any individual any right to continue in the employment or service
of the Corporation or interfere in any way with the right of the Corporation
to terminate his or her employment at any time.

11. Withholding. The Corporation at the time any payment is made under
the Plan is authorized to withhold from such payment any amount necessary to
satisfy income tax withholding requirements in respect of such payment; and
for this purpose, may withhold the necessary number of shares to satisfy
such requirement. Alternatively, if the participant shall pay to the
Corporation such cash amount as may be necessary to satisfy such withholding
requirements, he or she shall be entitled to receive delivery of all shares
due hereunder.

12. Non-Waiver of Rights. The Corporation's failure to enforce at any
time any of the provisions of this Plan or any Award Agreement or to require
at any time performance by the Participant of any of the provisions hereof
shall in no way be construed to be a waiver of such provisions or to affect
either the validity of this Plan, any Award Agreement, or any part hereof,
or the right of the Corporation thereafter to enforce each and every
provision in accordance with the terms of the Plan and any Award Agreement.

13. Severability. Any word, phrase, clause, sentence or other
provision herein which violates or is prohibited by any applicable law,
court decree or public policy shall be modified as necessary to avoid the
violation or prohibition and so as to make this Plan and any Award Agreement
enforceable as fully as possible under applicable law, and if such cannot be
so modified, the same shall be ineffective to the extent of such violation
or prohibition without invalidating or affecting the remaining provisions
herein.

14. Effectiveness of the Plan. The Plan shall become effective after
both its adoption by the Board and the further approval of the Plan by the
shareholders of the Corporation given within 12 months of the date the Plan
is adopted by the Board at a regular meeting of the shareholders or at a
special meeting duly called and held for such purposes.

15. Choice of Law. The Plan shall be governed by and construed
according to the laws of the State of Delaware, without regard to the
principles of conflicts of law which might otherwise apply.

16. Successors. All obligations of the Corporation under this Plan
shall be binding on any successor to the Corporation whether the existence
of such successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Corporation.

The foregoing Plan was approved and adopted by the Board of Directors
on August 26, 2005.

Exhibit B

JACK HENRY & ASSOCIATES, INC.
2005 NON-QUALIFIED STOCK OPTION PLAN
------------------------------------

Jack Henry & Associates, Inc. (the "Company"), a Delaware corporation,
hereby formulates and adopts the following 2005 Non-Qualified Stock Option
Plan (the "Plan") for non-employee directors of the Company.

1. Purpose. The purpose of the Plan is to obtain for the Company the
benefits of the additional incentive inherent in the ownership of Common
Stock, $.01 par value per share, of the Company ("Common Stock"), by
selected non-employee directors of the Company who are important to the
success and the growth of the business of the Company, to help the Company
retain the services of such persons, and to compensate such persons for
their service on the Board of Directors.

2. Stock Option Committee. The Board of Directors of the Company shall
appoint from among its members a Non-Qualified Stock Option Committee (the
"Committee"), consisting of no fewer than two directors, none of whom shall
be eligible to participate under the Plan. The Committee shall select one
of its members as Chairman and shall adopt such rules and regulations as it
shall deem appropriate concerning the holding of its meetings and the
transaction of its business. A majority of the whole Committee shall
constitute a quorum, and the act of a majority of the members of the
Committee shall be the act of the Committee. Any member of the Committee
may be removed at any time either with or without cause by resolution
adopted by the Board of Directors of the Company; and any vacancy on the
Committee may at any time be filled by resolution adopted by the Board of
Directors.

3. Stock Subject to Options. Subject to the provisions of paragraph
13, the number of shares of Common Stock subject at any one time to options
granted under the Plan plus the number of such shares then outstanding
pursuant to exercises of options granted under the Plan shall not exceed an
aggregate of 700,000 shares. If and to the extent that options granted
under the Plan terminate or expire in accordance with paragraph 8 without
having been exercised, new options may be granted with respect to the shares
covered by such terminated or expired options, provided that the granting
and terms of such new options shall in all respects comply with the
provisions of the Plan.

There shall be reserved at all times for sale under the Plan a number
of shares of Common Stock (either authorized and unissued shares or shares
held in the Company's treasury, or both) equal to the maximum number of
shares which may be purchased pursuant to options granted or that may be
granted under the Plan.

Shares transferred by the Company upon the exercise of any option
granted under the Plan may be shares of authorized and unissued Common
Stock, shares of issued Common Stock held in the Company's treasury, or
both.

4. Administration. The Committee shall have the authority and
responsibility, within the limitations of the Plan, as amended or modified
from time to time, to calculate the "fair market value" of shares subject to
grant in accordance with paragraph 7, the terms and provisions of the
respective Option Agreements (which need not be identical), and to make all
other determinations necessary or advisable for administering the Plan.

Any or all powers and functions of the Committee may at any time
and from time to time be exercised by the Board of Directors or the
Executive Committee thereof; provided, however, that such powers and
functions of the Committee may be exercised by the Board of Directors or the
Executive Committee, as the case may be, only if, at the time of such
exercise, a majority of the members of the entire Board of Directors or the
Executive Committee, as the case may be, and a majority of the directors
acting in the particular matter, are not eligible to participate under the
Plan.

5. Eligible Participants. Options may be granted under the Plan only
to non-employee directors of the Company. A "non-employee director" shall
mean a director who is not at the time of the grant to him of any option
under the Plan, or at any time within one year prior thereto, an employee of
the Company or its subsidiaries. A non-employee director receiving any
option under the Plan is hereinafter referred to as an "Optionee".

6. Grant of Options.

(a) Annual Grants. On the third business day following the day of
each annual meeting of the stockholders of the Company, each non-
employee director shall automatically and without further action of the
Board or the Committee be granted a non-statutory stock option (a stock
option which does not qualify under Sections 422 or 423 of the Internal
Revenue Code of 1986) to purchase 10,000 shares of Common Stock,
subject to adjustment and substitution as set forth below. If the
number of shares then remaining available for the grant of stock
options under the Plan is not sufficient for each non-employee director
to be granted an option for 10,000 shares (or the number of adjusted or
substituted shares), then each non-employee director shall be granted
an option for a number of whole shares equal to the number of shares
then remaining available divided by the number of non-employee
directors, disregarding any fractions of a share.

(b) Grant Limitation. Notwithstanding any other provision of this
Plan, no non-employee director may be granted options to purchase more
than 100,000 shares of Common Stock pursuant to the Plan.

7. Price.

(a) The option price of each share of Common Stock purchasable
under any option granted under the Plan shall be 100% of the "fair
market value" thereof at the time the option is granted.

(b) The option price shall become immediately due upon exercise of
the option and shall be payable in one of the alternative forms
specified below: (1) full payment by certified check payable to the
Company; (2) full payment in shares of Common Stock having a fair
market value on the Exercise Date (as such term is defined below) equal
to the option price, which shares shall have been held for more than
six months by the individual; or (3) any combination of certified check
payable to the Company and/or shares of Common Stock valued at fair
market value on the Exercise Date, equal in the aggregate to the option
price. For purposes of this subsection (b), the Exercise Date shall be
the date on which written notice of the exercise of the option is
delivered to the Company, together with payment of the option price for
the purchased shares.

(c) The "fair market value" of a share on a particular date shall
be: (1) if shares of Common Stock are listed on such date on one or
more national securities exchanges or the Nasdaq Stock Market, the last
reported sale price of a share on such date as recorded on the
composite tape system or on the Nasdaq Stock Market, or if no sale of
Common Stock took place on such date, the last reported sale price of a
share on the most recent day on which a sale of a share took place as
recorded by on such exchange or the Nasdaq Stock Market, as the case
may be; or (2) if Common Stock is not listed on such date on any
national securities exchange or the Nasdaq Stock Market, the mean
between the last closing bid and asked quotations of a share of Common
Stock on such date (or if none, on the most recent date on which there
were bid and asked quotations of a share), as reported by the Nasdaq
Stock Market, the National Quotation Bureau, Incorporated, or other
similar service selected by the Board of Directors or the Committee.

8. Exercisability, Vesting and Duration of Options. No option granted
under the Plan shall be exercisable until six months after the date of
grant. Subject to the foregoing, all options granted under the Plan shall
be fully vested and exercisable after the fourth anniversary of the date of
the director's first election or appointment to the Board of Directors of
the Company (the "Initial Service Date"). For directors who have served
less than four continuous years, and subject to the first sentence of this
paragraph 8, options granted under the Plan shall vest and become
exercisable as follows:

(a) with respect to 25% of the shares subject to option, after the
expiration of one year from the Initial Service Date;

(b) with respect to 50% of the shares subject to option, after the
expiration of two years from the Initial Service Date;

(c) with respect to 75% of the shares subject to option, after the
expiration of three years from the Initial Service Date.

Provided, however, that any option granted under the Plan shall become
exercisable in its entirety upon the Optionee's death, illness, disability
or retirement as determined by the Committee; and provided further that no
portion of any option not theretofore exercisable shall become exercisable
following the removal or termination of the Optionee as a director of the
Company, for any reason other than his or her death, illness, disability or
retirement as determined by the Committee.

The unexercised portion of any vested option granted under the Plan
shall automatically and without notice terminate and become null and void at
the time of the earliest to occur of the following: (i) the expiration of
ten years from the date on which such option was granted; (ii) the
expiration of one year following the issuance of letters testamentary or
letters of administration to the executor or administrator of a deceased
Optionee or Permitted Transferee (as defined in paragraph 10); or (iii) the
surrender by the Optionee or Permitted Transferee to the Company of any such
option (whether or not in exchange for any other option).

9. Exercise of Options. Options granted under the Plan shall be
exercised by the Optionee (or by his executors or administrators, or
Permitted Transferee, as provided in paragraph 10) as to all or part of the
shares covered thereby, by the giving of written notice of the exercise
thereof to the Company at its principal business office, specifying the
number of shares to be purchased, specifying a business day, not less than
10 days nor more than 15 days from the date such notice is given, for the
payment of the purchase price against delivery of the shares being purchased
and specifying the method of payment of such purchase price.

Subject to the provisions of paragraph 17, the Company shall cause
certificates for the shares so purchased to be delivered to the Optionee or
his executors or administrators or Permitted Transferee at its principal
business office, against payment of the full purchase price, on the date
specified in the notice of exercise.

10. Non-Transferability of Options. For the first six months after the
date of grant, no option granted under the Plan shall be transferable by
the Optionee other than by will, or if the Optionee dies intestate by the
laws of descent and distribution. In the event of the Optionee's death,
options held by him at death shall thereafter be exercisable, as provided in
subparagraph 8(ii), by such person(s) entitled to do so under the will of
the Optionee or, if the Optionee shall fail to make testamentary disposition
of the stock option or shall die intestate, by the legal representative of
the Optionee.

Options may be transferred, following the first six months after the
date of grant and during the lifetime of an Optionee, to any "Permitted
Transferee". Any such options shall remain subject to all of the terms and
conditions of this Plan, including but not limited to the provisions on
vesting and exercisability set forth in paragraph 8. "Permitted Transferee"
shall include members of the immediate family of the Optionee, any trust
established for the benefit of the Optionee or the Optionee's immediate
family members, or any charity qualified under S501(c)(3) of the Internal
Revenue Code. For this purpose, "immediate family member" shall mean
the Optionee's spouse, children, step-children, grandchildren and step-
grandchildren, and any partnership, corporation, limited liability company
or other entity, all the beneficial interests in which are held by the
Optionee or immediate family members. Permitted Transferees may only
transfer options to other Permitted Transferees of the Optionee. The
Company may disregard any transfer of an option which has not been properly
registered with the Company or its agents. In the event of the death of a
Permitted Transferee who held options at death, such options shall
thereafter be exercisable, as provided in subparagraph 8(ii), by such
person(s) entitled to do so under the will of the Permitted Transferee, or
if such holder shall fail to make testamentary disposition of the stock
option or shall die intestate, by the legal representative of the Permitted
Transferee.

11. Rights of Optionee. Neither the Optionee nor his Permitted
Transferees, executors or administrators shall have any of the rights of a
stockholder of the Company with respect to the shares subject to an option
granted under the Plan until certificates for such shares shall have been
issued upon the exercise of such option.

12. Right to Terminate. Nothing in the Plan or in any option granted
under the Plan shall confer upon any Optionee the right to continue as a
director of the Company or affect the right of the stockholders of the
Company to terminate the Optionee as a director at any time, or the right of
the Board of Directors to elect or remove directors, subject, however, to
the provisions of Delaware law.

13. Adjustment of Shares. If any change is made in the shares subject
to the Plan or subject to any option granted under the Plan (through merger,
consolidation, reorganization, recapitalization, stock dividend, split-up,
combination of shares, exchange of shares, issuance of rights to subscribe,
or change in capital structure), appropriate adjustments or substitutions
shall be made by the Committee in or for such shares (including adjustments
in the maximum number of shares subject to the Plan and the number of such
shares and price per share subject to the Plan and the number of such shares
and price per shares subject to outstanding options) as the Committee in its
sole discretion shall deem equitable to prevent dilution or enlargement of
option rights; provided, however, that in the case of any transaction (or
series of transactions carried out within a period of twelve consecutive
months) in which the Company is consolidated or merged with another
corporation (other than a subsidiary or other affiliated company of the
Company), or in which substantially all of the properties or assets of the
Company are acquired by another person, firm or corporation (other than one
or more subsidiaries or other affiliated companies of the Company), and in
which the stockholders of the Company receive, either directly or
indirectly, as consideration, cash and/or non-equity securities or a package
which does not include an amount of equity securities (as defined in Section
3(a)(11) of the Exchange Act) equal to more than 20% of the aggregate value
of such package as conclusively determined by the Committee, the Committee
shall, alternatively, have the right to terminate all then outstanding
options (in which event such options shall not be subject to the above
described adjustments) by causing written notice of such termination to be
given to each Optionee not less than 30 days prior to the date on which such
consolidation, merger or acquisition is expected to become effective and, if
applicable, the date as of which it is expected that holders of Common Stock
of record shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such consolidation, merger or
acquisition. In providing such notice, the Board of Directors may, in its
discretion, with respect to options, waive the restrictions on exercise
pursuant to paragraph 8 and permit such option or options to become
immediately exercisable. Such notice shall be deemed duly given when
delivered personally, or mailed first-class postage prepaid, to each
Optionee at his address appearing in the records of the Company, and failure
to give such notice to any Optionee, or any defect therein, shall not affect
the termination of an option held by any other Optionee.

14. Amendment of the Plan. The Board may, from time to time, amend or
modify the Plan in all respects, except that without stockholder approval no
such amendment or modification may (a) increase the total number of shares
reserved for options thereunder (other than an increase merely reflecting an
adjustment as described in paragraph 13), (b) change the option price from
100% of the "fair market value" on the date of grant, (c) change the class
of non-employee directors eligible to receive options, or (d) extend the
period of exercise beyond ten years from the date of grant. Rights and
obligations under any option previously granted under the Plan may not be
altered or impaired by any such amendment or modification of the Plan except
upon consent of the person to whom such option was granted.

15. Termination or Suspension of the Plan. The Board of Directors may
at any time suspend or terminate the Plan. The Plan, unless sooner
terminated, shall terminate at the close of business on November 30, 2015.
An option may not be granted while the Plan is suspended or after it is
terminated. Rights and obligations under any option granted while the Plan
is in effect shall not be altered or impaired by suspension or termination
of the Plan, except upon the consent of the person to whom such option and
right were granted.

16. Form of Agreements with Optionees. Subject to the limitations of
the Plan as amended or modified from time to time, every option granted
under the Plan shall be in such form and shall contain such terms and
conditions (which need not be identical) as the Committee, in its
discretion, may determine. The rights and obligations under any such form
of option granted under the Plan shall not be altered or impaired, except
upon consent of the person to whom such option and right were granted.

17. Purchase for Investment. If the Committee in its discretion
determines that as a matter of law such procedure is or may be desirable, it
may require the Optionee, upon any exercise of an option granted hereunder
or any portion thereof and as a condition to the Company's obligation to
deliver certificates representing the shares subject to exercise, to execute
and deliver to the Company a written statement, in form satisfactory to
legal counsel for the Company, representing and warranting that his purchase
or receipt of shares of Common Stock upon exercise thereof shall be for his
own account, for investment and not with a view to the resale or
distribution thereof and that any subsequent offer for sale or sale of any
such shares shall be made either pursuant to (a) a Registration Statement on
an appropriate form under the Securities Act of 1933, as amended (the
"Securities Act"), which Registration Statement has become effective and is
current with respect to the shares being offered and sold or (b) a specific
exemption from the registration requirements of the Securities Act, but in
claiming such exemption the Optionee shall, prior to any offer for sale or
sale of such shares, obtain a favorable written opinion from counsel for or
approved by the Company as to the availability of such exemption.

The Company may endorse an appropriate legend referring to the
foregoing restriction upon the certificate or certificates representing any
shares issued or transferred to the Optionee upon exercise of any option
granted under the Plan and may issue "stop transfer" instructions to its
transfer agent in respect of such shares.

18. Listing of Shares and Related Matters. If at any time the Board of
Directors shall determine, in its sole discretion, that the listing,
registration or qualification of the shares covered by the Plan upon any
national securities exchange or market system or under any state or federal
law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the sale or
purchase of shares under the plan, no shares will be delivered unless and
until such listing, registration, qualification, consent or approval shall
have been effected or obtained, or otherwise provided for, free of any
conditions not acceptable to the Board of Directors.

19. Governing Law. The Plan and all options which may be granted under
the Plan shall be governed by, and construed in accordance with, the laws of
the State of Delaware from time to time obtaining, without regard to the
principles of conflicts of laws which might otherwise apply.

20. Gender. Unless the context of the Plan otherwise requires, the
masculine, feminine or neuter gender each shall include the other genders
and the singular shall include the plural.

21. Effective Date of Plan. The Plan shall become effective upon
pproval by the affirmative vote of the holders of a majority of the Common
tock present in person or by proxy and entitled to vote at a duly called and
onvened meeting of such holders.

The foregoing Plan was approved and adopted by the Board of Directors
on August 26, 2005.

[ PROXY CARD ]

VOTING INSTRUCTIONS

You can vote your shares in one of three ways:

TELEPHONE *** INTERNET *** MAIL
24 hours a day - 7 days a week

Your vote is important. Please vote as soon as possible.

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Vote-by-Internet Vote-by-Telephone

Log on to the Internet and go to Call toll-free (in the U.S.)
http://www.eproxyvote.com/jkhy OR 1-800-758-6973

Have your proxy card in hand when Have your proxy card in hand
you access the website and follow when you call and follow
the instructions. the instructions.
Internet votes must be received Telephone votes must be received
by 5:00 p.m. (Central Time) on by 5:00 p.m. (Central Time) on
October 31, 2005. October 31, 2005.
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Your Internet or telephone vote works in the same manner as if you marked,
signed and returned your proxy card by mail.

---------------------------------------------------------------------------
Vote-by-Mail

Mark, sign and date the proxy card on the reverse side. Detach the proxy
card and return it in the postage-paid envelope.

YOUR VOTE IS IMPORTANT
---------------------------------------------------------------------------

IF YOU VOTE BY MAIL PLEASE MARK, DATE AND SIGN THIS PROXY
CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.

PROXY CARD

PROXY

Jack Henry & Associates, Inc. This proxy is Solicited on
663 Highway 60 Behalf of the Board of Directors
P.O. Box 607
Monett, Missouri 65708 The undersigned hereby appoints
John F. Prim and Kevin D.
Williams as Proxies, each with
the power to appoint his or her
substitute, and hereby authorizes
them to represent and to vote, as
designated below, all the shares
of common stock of Jack Henry &
Associates, Inc. held of record by
the undersigned on September 23,
2005, at the annual meeting of
shareholders to be held on November
1, 2005 or any adjournment thereof.

1. ELECTION OF DIRECTORS

[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below

(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below)

J. Henry, J. Hall, M. Henry, J. Ellis,

C. Curry, J. Maliekel, W. Brown

2. To approve the Company's Restricted Stock Plan.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. To approve the Company's 2005 Non-Qualified Stock Option Plan.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.

This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted FOR Proposal 1.

Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Dated ________________________, 2005

------------------------------------
Signature

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Signature if held jointly

PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE