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                                     FORM OF

                      POLICY MANAGEMENT SYSTEMS CORPORATION

                        RESTRICTED STOCK AWARD AGREEMENT
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     Award  Agreement,  dated as of  March 1, 2000 (the "Date of Grant") between
POLICY  MANAGEMENT  SYSTEMS  CORPORATION,  a  South  Carolina  corporation  (the
"Company"),  and _________________ (the "Participant").  This Award Agreement is
pursuant  to  the  terms  of  the Company's Restricted Stock Ownership Plan (the
"Plan").  The applicable terms of the Plan are incorporated herein by reference,
including  the  definition  of  terms  contained  in  the  Plan.
          Section  1.     Restricted  Stock  Award.  The  Company  grants to the
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Participant,  on  the  terms  and conditions hereinafter set forth, a Restricted
Stock  award  with  respect  to ______ SHARES of the Common Stock of the Company
(the  "Restricted  Stock").
          Section 2.     Vesting of Restricted Stock.  Subject to Sections 3 and
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4  hereof,  the  Restricted Stock shall become vested and nonforfeitable in five
equal  annual  installments based on the continued service of the Participant on
the  Board  in  accordance  with  the  following  vesting  schedule:
                             Vesting  Date     Number  of  Shares
                             -------------     ------------------
                  1.     January  1,  2001
                  2.     January  1,  2002
                  3.     January  1,  2003
                  4.     January  1,  2004
                  5.     January  1,  2005

          Section 3.     Termination of Service. If the Participant's service on
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the  Board  is  terminated  by  reason  of  Retirement, Disability or Death, all
unvested  shares  of  Restricted  Stock  shall  become  immediately  vested  and
nonforfeitable.  If  the Participant's service on the Board is terminated by the
Company  without Cause prior to any applicable vesting date, two-thirds (2/3) of
the  remaining  unvested  shares  of  Restricted  Stock shall become immediately
vested  and nonforfeitable, and one-third (1/3) of the remaining unvested shares
shall  be  forfeited  to the Company (in each case rounded upward or downward to
the nearest whole share, as applicable).  If the Participant is nominated but is
not  reelected  as a member of the Board by the shareholders of the Company, the
restrictions  imposed  on  any  unvested  portion  of the Restricted stock shall
immediately  lapse.  If the Participant's service on the Board is terminated for
any  reason  other  than as provided above in this Section 3 (including, without
limitation,  voluntary  termination  by  the  Participant  or termination by the
Company  for  Cause) prior to any applicable vesting date, the Participant shall
forfeit  his  interest  in  all  shares of Restricted Stock that have not become
vested  as  of the date of termination.  Any shares of Restricted Stock that are
forfeited  by the Participant hereunder shall be returned and transferred to the
Company  or  the  Plan  Trust, as determined by the Company, and the Participant
shall  cease  for all purposes to be a shareholder of such shares as of the date
of  termination  of  service.
          Section  4.     Change  of  Control.  All  shares  of Restricted Stock
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shall become fully and immediately vested and nonforfeitable upon the occurrence
of  a  Change  of  Control of the Company prior to any scheduled vesting date as
provided  in  Section  2  hereof,  provided  that  the  Participant  remains  an
Independent  Director  of  the  Company  on  the  date of the Change in Control.

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          Section  5.     Rights  as  a  Shareholder.  Subject  to the otherwise
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applicable provisions of the Plan and this Award Agreement, the Participant will
have  all  rights  of  a  shareholder with respect to shares of Restricted Stock
granted to the Participant hereunder, including the right to vote the shares and
receive all dividends and other distributions paid or made with respect thereto.
          Section  6.     Restrictions  on Transfer.  Neither this Award nor any
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shares  of  the  Restricted  Stock  covered  hereby  may  be  sold,  assigned,
transferred,  encumbered,  hypothecated or pledged by the Participant, otherwise
than  to  the  Company,  unless  as  of  the  date of any such sale, assignment,
transfer,  encumbrance, hypothecation or pledge, such shares of Restricted Stock
to  be  thus  disposed  of  have  become  vested  in  accordance with this Award
Agreement.  The  certificate  or  certificates  representing  shares  delivered
pursuant to the Award shall bear a legend referring to the nontransferability or
assignability of such shares pursuant to this Section, and a stop-transfer order
against  such certificate or certificates will be placed by the Company with its
transfer  agents and registrars.  At the discretion of the Committee, in lieu of
issuing  a  stock  certificate to the Participant, the Company or its designated
agent  may  hold the shares of Restricted Stock in escrow during the period such
shares  remain  subject  to  the  vesting  restrictions  and  other restrictions
provided  hereunder.
          Section  7.     Award  Subject to Plan.  This Award and the Restricted
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Stock  acquired  hereunder  are subject to the Plan, the terms and provisions of
which, as it may be amended from time to time, are hereby incorporated herein by
reference.  In  the  event of a conflict between any term or provision contained
herein  and  a  term  or  provision  of  the  Plan  will  govern  and  prevail.
          Section 8.     Section 83(b) Election.  The Participant shall promptly
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(and  not  later  than  30  days  of  the date hereof) notify the Company if the
Participant  makes an election under section 83(b) of the Internal Revenue Code.
          Section  9.     Investment  Representation.  Upon  acquisition  of
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Restricted  Stock  under  the  Plan  at  a  time  when  there is not in effect a
registration  statement  under the Securities Act of 1933 relating to the shares
of  Common  Stock, the Participant hereby represents and warrants, and by virtue
of  such  acquisition  shall  be deemed to represent and warrant, to the Company
that  the  shares  of  Restricted Stock shall be acquired for investment and not
with  a  view to the distribution thereof, and not with any present intention of
distributing  the  same, and the Participant shall provide the Company with such
further  representations  and  warranties as the Company may require in order to
ensure  compliance  with  applicable  federal and state securities, blue sky and
other  laws.  No  shares  of Restricted Stock shall be acquired unless and until
the  Company  and/or  the  Participant  shall  have complied with all applicable
federal or state registration, listing and/or qualification requirements and all
other  requirements  of  law  or of any regulatory agencies having jurisdiction,
unless  the  Committee  has  received  evidence  satisfactory  to  it  that  the
Participant  may  acquire such shares pursuant to an exemption from registration
under  the  applicable securities laws.  Any determination in this connection by
the Committee shall be final, binding, and conclusive.  The Company reserves the
right  to  legend any certificate for shares of Common Stock, conditioning sales
of such shares upon compliance with applicable federal and state securities laws
and  regulations.
          Section 10.     Changes in Common Stock.  Any right of the Participant
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or  the  Company hereunder with respect to the Restricted Stock shall also apply
to any other shares of stock of the Company which such Restricted Stock has been
exchanged  or  converted into, or which were issued in respect thereof, pursuant
to  any  recapitalization or other event referred to in Section 3.2 of the Plan,
as  determined  by  the  Committee  in  accordance  with  the  Plan.
          Section  11.     No Right of Service.  Nothing in this Award Agreement
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shall  confer  upon  the  Participant  any  right  to continue as an Independent
Director  of  the  Company  or  to  interfere  in  any

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way  with  the  right  of  the  Company  or  the  shareholders of the Company to
terminate  the  Participant's  service  on  the  Board  at  any  time.
          Section  12.     Notices.  Any  notice  hereunder  by  the Participant
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shall  be  given  to the Company in writing and such notice shall be deemed duly
given  only  upon  receipt  thereof  at the Company's office at One PMSC Center,
Blythewood,  South  Carolina, 29016, or at such other address as the Company may
designate  by notice to the President and General Counsel.  Any notice hereunder
by  the  Company  shall  be  given to the Participant in writing and such notice
shall  be  deemed  duly  given  only upon receipt thereof at such address as the
Participant  may  have  on  file  with  the  Company.
          Section  13.     Construction.  The  Committee  shall  have  the
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discretionary  authority  for  the interpretation and construction of this Award
Agreement,  as  and  in  the  manner  set  forth  in  Section  4.2  of the Plan.
          Section  14.     Governing  Law.  This  Award  Agreement  shall  be
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construed  and  enforced  in  accordance  with  the  laws  of the State of South
Carolina,  without  giving  effect  to  the  choice  of  law principles thereof.
                        POLICY  MANAGEMENT  SYSTEMS  CORPORATION

                        By:_____________________________________
                           Name:  Stephen  G.  Morrison
                           Title:    Executive  Vice  President,  Secretary  &
                                     General  Counsel

                        PARTICIPANT

                        Name: