THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

American Management Systems, Incorporated (Retired) (AMSY.X)

Effective June 14, 2002, the Corporation entered into an agreement with Garry Griffiths, an Executive Vice President and the Chief Human Resources Officer of AMS, pursuant to which the Corporation lent Mr. Griffiths $150,000, to allow Mr. Griffiths to repay his former employer for certain moving expense reimbursements. The loan has a maturity date of three years from the effective date. On each anniversary of the effective date that Mr. Griffiths remains employed by the Corporation, the Corporation will reduce the amount of principal owing on the loan by $50,000. Interest does not accrue on the unpaid principal until the maturity date, after which interest shall accrue and be payable on the unpaid principal balance at a rate of one percent (1%) above the annual rate of interest publicly announced by Citibank, N.A. or its successor as the "prime rate," or, if such a rate ceases to be publicly announced, another substantially similar rate.

In October 2002, the Corporation entered into a consulting arrangement with William M. Purdy pursuant to which Mr. Purdy will provide consulting services to the Corporation for a period of twelve months beginning January 2003 and will receive $25,000 per month in consideration of those services. Payments under the consulting agreement will be accelerated if a successor to the Corporation does not assume the Corporation's obligations under the agreement.