Outside Directors Stock-for Fees Plan

EXHIBIT 10.2

AMERICAN MANAGEMENT SYSTEMS, INCORPORATED
OUTSIDE DIRECTORS STOCK-FOR-FEES PLAN

(as approved by the shareholders on May 18, 1995)

ARTICLE I PURPOSE OF THE PLAN

The Outside Directors Stock-for-Fees Plan (the "Plan") is intended to provide a means by which individuals who serve as outside directors of American Management Systems, Incorporated (the "Corporation") may increase their proprietary interest in the Corporation by electing to receive the annual retainer and other fees earned in connection with service as a director in the form of the Corporation's $0.01 par value common stock (the "Common Stock") rather than in cash.

ARTICLE II ELIGIBILITY

Each member of the Board of Directors of the Corporation who is not and has not been an officer or employee of the Corporation ("Outside Director") shall be eligible to participate in the Plan.

ARTICLE III SHARES SUBJECT TO PLAN

The number of shares authorized to be issued pursuant to the Plan is 150,000 */ shares of the Corporation's Common Stock subject to adjustment as provided herein. Those shares may consist, in whole or in part, of authorized and unissued shares or shares previously acquired or to be acquired by the Corporation and held in treasury. In the event of any stock dividend, stock split or other event that is functionally equivalent to a stock split or stock dividend, the number of remaining shares authorized for issuance under this Plan shall be adjusted proportionately.

ARTICLE IV ELECTION TO RECEIVE STOCK

Each Outside Director shall be permitted to receive the remuneration otherwise payable to the Outside Director as an annual retainer and for attending meetings of the Board of Directors and meetings of the committees of the Board of Directors ("Director's Fees") in the form of Common Stock rather than cash in accordance with the following pro ...