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EXHIBIT (d)(2)
[CSC LETTERHEAD/LOGO]
June 26, 2000
Xxxxxxx X. Xxxxxxxx, Esq.
Secretary
Policy Management Systems Corporation
One PMSC Center
Blythewood, South Carolina 29016
Dear Xx. Xxxxxxxx:
Reference is made to the Agreement and Plan of Merger dated June 20, 2000
(the "Merger Agreement"), among Policy Management Systems Corporation ("PMSC"),
Computer Sciences Corporation ("CSC") and Patriot Acquisition Corp. ("Patriot").
Section 1.1 of the Merger Agreement requires Patriot to commence a tender offer
for all of the outstanding shares of common stock of PMSC by no later than one
week after the date of the Merger Agreement. Pursuant to Section 8.6 of the
Merger Agreement, PMSC and CSC have mutually agreed to extend the date by which
Patriot is required to commence the offer to June 28, 2000. By executing this
letter in the space provided below, PMSC acknowledges the extension and
agreement set forth herein.
Very truly yours,
COMPUTER SCIENCES CORPORATION
By: /s/ XXXX X. XXXXXX
--------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
Agreed as of the date first written above:
POLICY MANAGEMENT SYSTEMS CORPORATION
By: /s/ XXXXXXX X. XXXXXXXX
----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President,
Secretary, General Counsel and
Chief Administrative Officer
