FORM OF LETTER OF TRANSMITTAL

All questions regarding the Offer should be directed to D. F. King & Co., Inc. at (800) 290-6431.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

For this Letter of Transmittal to be validly delivered, it must be received by the Depositary at one of the addresses set forth above before the Offer expires (in addition to the other requirements detailed in this Letter of Transmittal and its instructions). Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery. You must sign this Letter of Transmittal in the appropriate space provided therefor and complete the substitute form W-9 provided below.


*	Need not be completed by stockholders delivering shares by Book-Entry Transfer.


**	Unless otherwise indicated, it will be assumed that all shares of common stock evidenced by each Share Certificate delivered to the Depositary are being tendered. See Instruction 4.

This Letter of Transmittal is to be used either: (i) if share certificates are to be forwarded herewith, or (ii) if delivery of Shares (as defined below) is to be made by book-entry transfer to an account maintained by Computershare Trust Company of New York, as the depositary (the “Depositary”), at The Depository Trust Company (the “Book-Entry Transfer Facility”) pursuant to the procedures set forth in Section 3 (Procedure for Tendering Shares) of the Offer to Purchase. Stockholders who deliver Shares by book-entry transfer are referred to herein as “Book-Entry Stockholders” and other stockholders are referred to herein as “Certificate Stockholders.”

Stockholders whose certificates evidencing Shares (“Share Certificates”) are not immediately available or who cannot deliver their Share Certificates and all other documents required by this Letter of Transmittal to the Depositary or complete the procedures for book-entry transfer prior to the Expiration Date (as defined in Section 1 (Terms of the Offer) of the Offer to Purchase) must tender their Shares according to the guaranteed delivery procedure set forth in Section 3 (Procedure for Tendering Shares) of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

This Letter of Transmittal may not be used for Shares held in the American Management Systems, Incorporated Stockbuilder Plan (“AMS Stockbuilder Plan”). See Instruction 12. Participants in the AMS Stockbuilder Plan must follow the instructions in the “Letter to Participants in the American Management Systems, Incorporated Stockbuilder Plan” and related materials sent to them separately.

If participants in the AMS Stockbuilder Plan own Shares apart from the plan that they desire to tender, such holders must both submit this Letter of Transmittal to tender the non-AMS Stockbuilder Plan Shares, and follow the instructions described in the “Letter to Participants in the American Management Systems, Incorporated Stockbuilder Plan” and related materials sent to them separately to tender Shares held in their account under the plan.


o	CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE SYSTEM OF THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK- ENTRY TRANSFER):


o	CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:


o	CHECK HERE IF ANY OF YOUR SHARE CERTIFICATES HAVE BEEN LOST, DESTROYED OR STOLEN AND CALL MELLON INVESTOR SERVICES LLC AT (800) 851-9677 TO OBTAIN AN AFFIDAVIT OF LOSS. SEE INSTRUCTION 10.

The undersigned hereby tenders to CGI Virginia Corporation, a Delaware corporation (the “Purchaser”), and a wholly-owned subsidiary of CGI Group Inc., a corporation organized under the laws of the Province of Québec (“CGI Group”), the above-described shares of common stock, par value $0.01 per share (the “Shares”) of American Management Systems, Incorporated, a Delaware corporation (“AMS”), pursuant to the Purchaser’s offer to purchase all outstanding Shares at a price of $19.40 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 18, 2004 (the “Offer to Purchase”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (the “Letter of Transmittal”) which, together with the Offer to Purchase and any amendments or supplements hereto or thereto, constitute the “Offer”. This Offer is being made pursuant to the Agreement and Plan of Merger, dated as of March 10, 2004 (the “Merger Agreement”), by and among CGI Group, the Purchaser and AMS. The undersigned understands that the Purchaser reserves the right to transfer or assign, in whole or in part from time to time, to CGI Group or any affiliate of CGI Group, the right to purchase Shares tendered pursuant to the Offer.

Upon the terms and subject to the conditions to the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), effective upon acceptance for payment of and payment for the Shares tendered herewith, the undersigned hereby sells, assigns and transfers to, or upon the order of the Purchaser, all right, title and interest in and to all the Shares that are being tendered hereby (and any and all other Shares or other securities issued or issuable in respect thereof (collectively, “Distributions”)), and irrevocably constitutes and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares and all Distributions, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to:


	(a) deliver certificates for such Shares and all Distributions, or transfer ownership of such Shares and all Distributions on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser, upon receipt by the Depositary, as the undersigned’s agent, of the purchase price (adjusted, if appropriate, as provided in the Offer to Purchase);

	(b) present such Shares and all Distributions for cancellation and transfer on AMS’s books; and

	(c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and all Distributions, all in accordance with the terms of the Offer and subject to the conditions to the Offer as set forth in the Offer to Purchase.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the tendered Shares and all Distributions and that, when the same are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, claims, charges and encumbrances, conditional sales agreements or other obligations relating to the sale or transfer of the Shares, and the same will not be subject to any adverse claims. The undersigned will, upon request, execute any signature guarantees or additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the tendered Shares and all Distributions. In addition, the undersigned shall promptly remit and transfer to the Depositary for the account of the Purchaser any such Distributions issued to the undersigned, in respect of the tendered Shares, accompanied by documentation of transfer, and pending such remittance or appropriate assurance thereof, the Purchaser shall be, subject to applicable law, entitled to all rights and privileges as owner of any such Distributions and, subject to the terms of the Merger Agreement (as defined in the Offer to Purchase), may withhold the entire purchase price or deduct from the purchase price the amount or value thereof, as determined by the Purchaser, in its sole discretion.

All authority conferred or agreed to be conferred in this Letter of Transmittal shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned.

The undersigned hereby irrevocably appoints Serge Godin, André Imbeau and Paule Doré, and each of them, and any other designees of the Purchaser, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to vote at any annual, special or adjourned meeting of AMS’s stockholders or otherwise act in such manner as each such attorney and proxy or his or her substitute shall in his or her sole discretion deem proper and to otherwise act with respect to all the Shares and all Distributions tendered hereby which have been accepted for payment by the Purchaser prior to the time any such vote or action is taken (and any and all Distributions issued or issuable in respect thereof) and with respect to which the undersigned is entitled to vote. This appointment is effective when, and only to the extent that, the Purchaser accepts for payment such Shares as provided in the Offer to Purchase.

This power of attorney and proxy is coupled with an interest in the tendered Shares, is irrevocable and is granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer.

Such acceptance for payment shall revoke all prior powers of attorney and proxies given by the undersigned at any time with respect to such Shares and all Distributions and no subsequent powers of attorney or proxies or written consents may be given by the undersigned (and, if given, will not be deemed effective). The designees of the Purchaser will, with respect to the Shares for which the appointment is effective, be empowered to exercise all voting and other rights of such tendering stockholder as they in their sole discretion may deem proper at any annual, special, adjourned or postponed meeting of AMS’s stockholders, by written consent or otherwise, and the Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser’s acceptance for payment of such Shares, the Purchaser must be able to exercise all rights (including, without limitation, all voting rights at any meeting of stockholders then scheduled and rights of conversion) with respect to such Shares and receive all Distributions.

The undersigned understands that the valid tender of Shares to the Purchaser pursuant to any one of the procedures described in Section 3 (Procedure for Tendering Shares) of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and the Purchaser upon the terms of and subject to the conditions to the Offer. Without limiting the generality of the foregoing, if the price to be paid in the Offer is amended in accordance with the terms of the Merger Agreement, the price to be paid to the undersigned will be amended. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, the Purchaser may not be required to accept for payment any of the tendered Shares. The Purchaser’s acceptance for payment of Shares pursuant to the Offer will constitute a binding agreement between the undersigned and the Purchaser upon the terms of and subject to the conditions to the Offer.

Unless otherwise indicated in this Letter of Transmittal under “Special Payment Instructions,” please issue the check for the purchase price of any Shares purchased, and/or return any certificates for Shares not tendered or accepted for payment, in the name(s) of the registered holder(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price of any Shares purchased, and/or any certificates for Shares not tendered or accepted for payment (and accompanying documents, as appropriate), to the address(es) of the registered holder(s) appearing under “Description of Shares Tendered.” In the event that both the “Special Delivery Instructions” and the “Special Payment Instructions” are completed, please issue the check for the purchase price of any Shares purchased, and/or return any certificates for Shares not tendered or accepted for payment in the name(s) of, and mail said check and/or any certificates to, the person or persons so indicated. In the case of a book-entry delivery of Shares, please credit the account maintained at the Book-Entry Transfer Facility indicated above with any Shares not accepted for payment. The undersigned recognizes that the Purchaser has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered holder(s) thereof if Purchaser does not accept for payment any of the Shares so tendered.

To be completed ONLY if Share certificate(s) that are not tendered or that are not purchased and/or the check for the purchase price of Shares purchased are to be issued in the name of someone other than the undersigned or if Shares tendered by book-entry transfer which are not accepted for payment are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than that designated above.

Credit unpurchased Shares tendered by book-entry transfer to the Book-Entry Transfer Facility:

To be completed ONLY if Share certificate(s) that are not tendered or that are not purchased and/or the check for the purchase price of Shares purchased are to be sent to someone other than the undersigned, or to the undersigned at an address other than that shown above.

IMPORTANT

STOCKHOLDER(S): SIGN HERE

(See Instructions 1 and 5)

(Please Complete and Return the Substitute Form W-9 on Reverse)

Signature(s) of Holder(s)

Dated: ______________________________ , 2004

(Must be signed by registered holder(s) exactly as such holder(s) name(s) appear(s) on Share Certificate(s) or on a security position listing or by a person(s) authorized to become registered holder(s) by certificates and documents transmitted with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the full title. See Instruction 5.)

Name(s):

(Please Print)

Capacity:

(Please Provide Full Title)

Address:

(Include Zip Code)

Daytime Telephone No.:

(Include Area Code)

Taxpayer Identification or Social Security Number:

(See Substitute Form W-9 on Reverse Side)

GUARANTEE OF SIGNATURE(S)

(If Required — See Instructions 1 And 5)

Authorized Signature:

Name:

(Please Print)

Name of Firm:

Address:

(Include Zip Code)

Title:

Telephone No.:

(Include Area Code)

Dated: ______________________________ , 2004

1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program, The New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (each an “Eligible Institution,” and collectively, “Eligible Institutions”). No signature guarantee is required on this Letter of Transmittal: (i) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of the Shares) of Shares tendered herewith, unless such holder(s) has completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” in this Letter of Transmittal; or (ii) if such Shares are tendered for the account of an Eligible Institution. See Instruction 5.

2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. This Letter of Transmittal is to be completed by stockholders either if Share Certificates are to be forwarded herewith or if a tender of Shares is to be made pursuant to the procedures for delivery by book-entry transfer set forth in Section 3 (Procedure for Tendering Shares) of the Offer to Purchase. For Shares to be validly tendered pursuant to the Offer, either: (i) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees, or in the case of a book-entry transfer, an Agent’s Message (as defined in the Offer to Purchase), and any other required documents, must be received by the Depositary at one of the Depositary’s addresses set forth herein prior to the Expiration Date (as defined in the Offer to Purchase) and either certificates for tendered Shares must be received by the Depositary at one of such addresses or such Shares must be delivered pursuant to the procedures for book-entry transfer (and a Book-Entry Confirmation received by the Depositary), in each case, prior to the Expiration Date; or (ii) the tendering stockholder must comply with the guaranteed delivery procedure set forth below.

Stockholders whose Share Certificates are not immediately available or who cannot complete the procedures for book-entry transfer on a timely basis, or if time will not permit all required documents to reach the Depositary prior to the Expiration Date, may tender their Shares pursuant to the guaranteed delivery procedure set forth in Section 3 (Procedure for Tendering Shares) of the Offer to Purchase. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser (or facsimile thereof), must be received by the Depositary prior to the Expiration Date; and (iii) the certificates for (or a Book-Entry Confirmation with respect to) such Shares, together with this properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and any other required documents are received by the Depositary within three trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in Section 3 (Procedure for Tendering Shares) of the Offer to Purchase. A “trading day” is any day on which the Nasdaq National Market is open for business. The Notice of Guaranteed Delivery may be delivered by hand to the Depositary or transmitted by telegram, facsimile transmission, overnight courier or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery.

THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. SHARE CERTIFICATES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. All tendering stockholders, by execution of this Letter of Transmittal (or facsimile thereof), waive any right to receive any notice of the acceptance of their Shares for payment.

3. Inadequate Space. If the space provided herein under “Description of Shares Tendered” is inadequate, the Share Certificate numbers and/or the number of Shares evidenced by such Share Certificates and the number of Shares tendered should be listed on a separate schedule attached hereto.

4. Partial Tenders. If fewer than all the Shares evidenced by any Share Certificate delivered to the Depositary herewith are to be tendered, fill in the number of Shares which are to be tendered in the box entitled “Number of Shares Tendered.” In such case, new Share Certificate(s) for the remainder of the Shares that were evidenced by the Share Certificate(s) delivered to the Depositary herewith will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the box entitled “Special Delivery Instructions” on page 5, as soon as practicable after the expiration or termination of the Offer. All Shares represented by Share Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

Exact Signatures. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificate(s) evidencing such Shares without any change whatsoever.

Joint Holders. If any of the Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

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

Signatures of Fiduciaries. If this Letter of Transmittal or any Share Certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to Purchaser of such person’s authority so to act must be submitted.

Endorsements. When this Letter of Transmittal is signed by the registered owner(s) of the Shares listed and tendered hereby, no endorsements of Share Certificates or separate stock powers are required unless payment or Share Certificates evidencing Shares not tendered or not accepted for payment are to be issued in the name of a person other than the registered holder(s), in which case the Share Certificate(s) evidencing the Shares tendered hereby must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on such Share Certificate(s). Signatures on such Share Certificate(s) or stock powers must be guaranteed by an Eligible Institution. See Instruction 1.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered or if payment is to be made or Share Certificates for Shares not tendered or accepted for payment are to be issued, to a person other than the registered holder(s), the certificates evidencing the Shares tendered hereby must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on such Share Certificates. Signatures on such Share Certificate(s) or stock powers must be guaranteed by an Eligible Institution. See Instruction 1.

6. Stock Transfer Taxes. Except as set forth in this Instruction 6, Purchaser will pay, or cause to be paid, any stock transfer taxes with respect to the transfer and sale of Shares to it or its assignee pursuant to the Offer. If, however, payment of the purchase price for any Shares is to be made to, or if Share Certificates evidencing Shares not tendered or accepted for payment are to be issued in the name of, a person other than the registered holder(s), or if tendered Share Certificates are registered in the name of a person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s), such person or otherwise) payable on the account of the transfer to such other person will be deducted from the purchase price of such Shares purchased, unless evidence satisfactory to Purchaser of the payment of such taxes, or exemption therefrom, is submitted.

EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATES EVIDENCING THE SHARES TENDERED HEREBY.

7. Special Payment and Delivery Instructions. If a check is to be issued in the name of and/or Share Certificates not accepted for payment are to be issued to a person other than the party executing this Letter of Transmittal or if a check is to be sent and/or such Share Certificates are to be returned to a person other than the party executing this Letter of Transmittal or to an address other than that shown in the box entitled “Description of Shares Tendered” on page 1, the appropriate boxes on page 6 of this Letter of Transmittal should be completed. A Book-Entry Stockholder may request that Shares not accepted for payment be credited to such account maintained at the Book-Entry Transfer Facility as such Book-Entry Stockholder may designate under “Special Payment Instructions.” If no such instructions are given, such Shares not accepted for payment will be returned by crediting the account at the Book-Entry Transfer Facility designated above.

8. Waiver of Conditions. Except as otherwise provided in the Offer to Purchase, Purchaser reserves the absolute right, in its sole discretion, to waive any of the conditions to the Offer or any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders.

9. Taxpayer Identification Number and Backup Withholding. United States federal income tax law generally requires that a stockholder tendering Shares pursuant to the Offer must provide the Depositary (the “Payor”) with his correct Taxpayer Identification Number (“TIN”), which, in the case of a stockholder who is an individual, is his social security number. If the Payor is not provided with the correct TIN or an adequate basis for an exemption, such stockholder may be subject to a penalty imposed by the Internal Revenue Service and backup withholding at the rate of 28% (or other applicable percentage) may be imposed upon the gross proceeds of any payment received hereunder. If withholding results in an overpayment of taxes, a refund may be obtained.

To prevent backup withholding, each tendering stockholder must provide his correct TIN by completing the “Substitute Form W-9” set forth herein, which requires such stockholder to certify that the TIN provided is correct (or that such stockholder is awaiting a TIN) and that (i) the stockholder has not been notified by the Internal Revenue Service that he is subject to backup withholding as a result of a failure to report all interest or dividends or (ii) the Internal Revenue Service has notified the stockholder that he is no longer subject to backup withholding.

Exempt stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt stockholder must enter its correct TIN in Part 1 of Substitute Form W-9, write “Exempt” in Part 2 of such form, and sign and date the form. See the enclosed Guidelines for Certification of Taxpayer Identification Number of Substitute Form W-9 (the “W-9 Guidelines”) for additional instructions. In order for a nonresident alien or foreign entity to qualify as exempt, such person must submit the appropriate completed Form W-8 signed under penalties of perjury attesting to such exempt status. Such forms may be obtained from the Payor.

If Shares are held in more than one name or are not in the name of the actual owner, consult the W-9 Guidelines for information on which TIN to report.

If you do not have a TIN, consult the W-9 Guidelines for instructions on applying for a TIN, write “Applied For” in the space for the TIN in Part 1 of the Substitute Form W-9, and sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number set forth herein. If you do not provide your TIN to the Payor within 60 days, backup withholding will begin and continue until you furnish your TIN to the Payor. NOTE: WRITING “APPLIED FOR” ON THE FORM MEANS THAT YOU HAVE ALREADY APPLIED FOR A TIN OR THAT YOU INTEND TO APPLY FOR ONE IN THE NEAR FUTURE.

10. Lost or Destroyed Certificates. If any Share Certificate has been lost or destroyed, the stockholder should check the appropriate box on page 2 of this Letter of Transmittal. AMS’s stock transfer agent will then instruct such stockholder as to the procedure to be followed in order to replace the Share Certificate. The stockholder will have to post a surety bond of approximately 2% of the current market value of the stock. This Letter of Transmittal and related documents cannot be processed until procedures for replacing lost or destroyed Share Certificates have been followed.

11. Requests for Assistance or Additional Copies. Questions and requests for assistance or additional copies of the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be directed to the Information Agent at the locations and telephone numbers set forth below. Such materials will be furnished at the Purchaser’s expense.

12. American Management Systems, Incorporated Stockbuilder Plan. Participants in the American Management Systems, Incorporated Stockbuilder Plan (the “AMS Stockbuilder Plan”) may not use this Letter of Transmittal to direct the tender of Shares held in their account under the AMS Stockbuilder Plan, but must comply with the instructions found in the “Letter to Participants in American Management Systems, Incorporated Stockbuilder Plan” sent separately to them. Participants in the AMS Stockbuilder Plan are urged to carefully read the “Letter to Participants in the American Management Systems, Incorporated Stockbuilder Plan” and related materials sent to them.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY THEREOF), TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR IN THE CASE OR A BOOK-ENTRY TRANSFER, AN AGENT’S MESSAGE, AND SHARE CERTIFICATES, OR A BOOK-ENTRY CONFIRMATION, FOR SHARES AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF GUARANTEED DELIVERY (OR A FACSIMILE COPY THEREOF) MUST BE RECEIVED BY THE DEPOSITARY, ON OR PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE).


NOTE:	FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND IN BACKUP WITHHOLDING OF 28% (OR OTHER APPLICABLE PERCENTAGE) OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED “GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9” FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE “APPLIED FOR” IN

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





DESCRIPTION OF SHARES TENDERED


Name(s) and Address(es) of Registered Holder(s)
(Please fill in, if blank, exactly as name(s)	Share Certificates and Shares Tendered
appear(s) on Share Certificate(s))	(Attach additional signed list if necessary)


		Total Number
		of Shares
	Share	Evidenced	Number
	Certificate	By Share	Of Share(s)
	Number(s)*	Certificate(s)*	Tendered**





PAYOR’S NAME: COMPUTERSHARE TRUST COMPANY OF NEW YORK, AS DEPOSITARY


SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service Payor’s Request for Taxpayer Identification Number (TIN)	Part I — Taxpayer Identification Number — For All Accounts Enter your Taxpayer Identification Number (“TIN”) in the box at right. (For most individuals, this is your social security number. If you do not have a TIN, see Obtaining a Number in the enclosed Guidelines). Certify by signing and dating below. NOTE: If the account is in more than one name, see the chart in the enclosed Guidelines to determine which number to give the payor.	Social Security Number OR Employer Identification Number (If awaiting TIN, write “Applied For”)

	Part II — For Payees Exempt from Backup Withholding, please insert EXEMPT here (see the enclosed Guidelines and complete as instructed therein.)

Part III — Certification — Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding either because (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding.

Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you receive another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines.)


By Mail: Computershare Trust Company of New York Wall Street Station P.O. Box 1010 New York, New York 10268-1010		By Facsimile Transmission: (For Eligible Institutions only) (212) 701-7636 Confirm Receipt of Facsimile by Telephone: (212) 701-7600		By Hand or Overnight Delivery: Computershare Trust Company of New York Wall Street Plaza 88 Pine Street, 19^thFloor New York, New York 10005


	5. Signatures on Letter of Transmittal, Stock Powers and Endorsements.


Issue:	o Check and/or


Mail:	o Check and/or