AMERICAN MANAGEMENT SYSTEMS, INCORPORATED OUTSIDE DIRECTORS STOCK-FOR-FEES PLAN (as approved by the stockholders on May 18, 1995) (amended and restated as of February 27, 2004)

Exhibit 10.2

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

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

(amended and restated as of February 27, 2004)

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 150,000¹ 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 provisions:

Outside Director shall be paid in the form of Common Stock as provided in (b) below. Each Outside Director may elect to have one-half or all of the Director’s Fees paid in the form of Common Stock. Such election shall become effective six (6) months after its delivery to the Secretary of the Corporation by the Outside Director. Such election shall remain in effect until the earlier of (i) the date six (6) months after such Outside Director shall have delivered to the Secretary of the Corporation irrevocable written notice that his or her participation shall cease as of the date six months following delivery of the notice, or (ii) the date on which such Outside Director terminates as a member of the Board of Directors by reason of resignation, non-reelection, death, or disability. Any Outside Director who having terminated participation in the Plan or having failed to elect to participate in the Plan may elect to participate in the Plan as of the date six (6) months following delivery of irrevocable written notice of such election to the Secretary of the Corporation. An Outside Director who does not elect to have Director’s Fees paid in Common Stock shall receive his or her remuneration in cash at such times that such remuneration is otherwise due.

     The determination date shall be the last day of each calendar quarter in which a relevant meeting of the Board of Directors or any committee thereof is held and for which Director’s Fees are payable.

ARTICLE V. AMENDMENT AND TERMINATION

     The Board of Directors of the Corporation, or the Compensation Committee thereof, may amend, modify, alter or terminate the Plan; provided, however, that without the approval of the stockholders of the Corporation:

provided, further, that the Plan may not be amended, modified, or altered more than once in any six (6) month period.

ARTICLE VI. MISCELLANEOUS