Exhibit (b)(4)

                                 PROMISSORY NOTE

$415,000,000                                                    McLean, Virginia
                                                                __________, 2004


         FOR VALUE RECEIVED the undersigned, CGI GROUP INC. ("CGI"), hereby
promises to pay to AMERICAN MANAGEMENT SYSTEMS, INC., a Delaware corporation
(the "Holder"), at 4050 Legato Road, Fairfax, VA 22033, or at such other address
the Holder may designate the principal sum of four hundred fifteen million and
no/100 Dollars ($415,000,000), plus interest on the outstanding principal
balance at the base rate of Citibank N.A. in effect on the date hereof, from the
date of this Note until payment is made in full.

         Capitalized terms used in this Note and not otherwise defined have the
meanings given to them in the Agreement and Plan of Merger, dated March 10,
2004, among CGI, CGI Virginia Corporation ("CGI Virginia") and the Holder.

         All accrued interest shall be due and payable quarterly on the last day
of each calendar quarter, beginning on June 30, 2004, until this Note is paid in
full (each an "Interest Due Date"). The principal and accrued, unpaid interest
due under this Note shall be due and payable on June 30, 2005 (the "Due Date");
provided, however, that this Note shall be due and payable immediately in the
event that CGI Virginia fails to accept for payment and pay for all Shares
validly tendered and not withdrawn pursuant to the Offer by the close of
business on the first Business Day following the date of this Note (the "Default
Due Date").

         This Note may be prepaid at any time, in full or in part, without
penalty or premium. An event of default will occur under this Note if CGI fails
to pay this Note in full on the Due Date or the Default Due Date, as applicable,
or fails to make a required payment on an Interest Due Date. An event of default
under this Note will become a default if not cured within seventy-two hours of
notice of such event of default is conveyed by the Holder to CGI; provided,
however, that this Note shall be immediately due and payable, without notice or
opportunity of CGI to cure, on the Default Due Date. In the case of a default,
the Holder may declare the entire principal amount of this Note, including
accrued interest, immediately due and payable. Such amount shall bear interest
at the rate of base rate of Citibank N.A. in effect on the date hereof plus 2%
per annum until paid in full. CGI shall pay all costs of collection, including
reasonable attorneys fees.

         CGI hereby waives presentment, protest and demand, notice of protest,
and dishonor. CGI hereby expressly consents to any extensions and renewals, in
whole or in part, and all delays in time of performance which the Holder may
grant at any time and from time to time, without limitation and without any
notice or further consent of such persons.

         The deferral with respect to the principal sum shall not alter any
obligations of CGI under the terms of this Note with respect to interest and
interest shall continue to accrue pursuant to the terms of this Note.



         No  failure  by the  Holder to  exercise  any right or remedy  shall be
deemed to be a waiver or  release  of such  right or  remedy,  and any waiver or
release may be effective only through a written document  executed by the Holder
and then only to the extent specifically recited in such document.

         This  Note is  assignable  in whole or in  party by the  Holder  or its
successors,  and shall be governed by and construed  under the laws of Delaware,
without regard to the principles of conflict of laws.

                              CGI GROUP INC.,
                              a Quebec corporation

                              By:
                                 ----------------------------------------------

                              Name:
                                   --------------------------------------------

                              Title:
                                    -------------------------------------------





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