UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.      )

Filed by the Registrantx

Filed by a Party other than the Registrant¨

Check the appropriate box:

ManTech International Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

12015 Lee Jackson Highway

Fairfax, VA 22033-3300

April 30, 200329, 2004

Dear Stockholder:

You are cordially invited to attend the 20032004 Annual Meeting of Stockholders of ManTech International Corporation, which will be held at theThe Hyatt Regency Reston Town Center, 1800 Presidents Street, Reston,Fair Lakes, 12777 Fair Lakes Circle, Fairfax, VA 20190,22033, on Wednesday, June 25, 200323, 2004, at 10:0011 a.m. (EDT).

DetailsWe have provided details of the business to be conducted at the 20032004 Annual Meeting are given in the attachedaccompanying Notice of Annual Meeting of Stockholders, proxy statement and Proxy Statement.form of proxy. We encourage you to read these materials so that you may be informed about the business to come before the meeting.

After careful consideration, the Company’s Board of Directors has unanimously approved the proposals set forth in the Proxy Statement and recommends that you vote in favor of each such proposal and for eachYour participation is important, regardless of the directors nominated for election to the Company’s Boardnumber of Directors.

shares you own. In order for us to have an efficient meeting, please sign, date and return the enclosed proxy card promptly in the accompanying reply envelope. You may revokecan find additional information concerning our voting procedures in the proxy at any time prior to its exercise at the annual meeting by delivering written notice of such revocation to the Secretary of the Company before the annual meeting or by properly executing and delivering a proxy bearing a later date. If you are able to attend the annual meeting and wish to change your proxy vote, you may do so simply by voting in person at the annual meeting.accompanying materials.

We look forward to seeing you at the meeting.

Sincerely,

ManTech International Corporation

George J. Pedersen

Chairman of the Board, Chief Executive

Officer and President

YOUR VOTE IS IMPORTANT

In order to assure your representation at the meeting, you are requested to complete, sign and date the enclosed proxy as promptly as possible and return it in the enclosed envelope.

No postage need be affixed if mailed in the United States.

12015 Lee Jackson Highway

Fairfax, VA 22033-3300

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 25, 200323, 2004

The Annual Meeting of Stockholders (the “Annual Meeting”“Annual Meeting”) of ManTech International Corporation, a Delaware corporation (“ManTech” or the “Company”(the “Company”), will be held at theThe Hyatt Regency Reston Town Center, 1800 Presidents Street, Reston,Fair Lakes, 12777 Fair Lakes Circle, Fairfax, VA 20190,22033, on Wednesday, June 25, 200323, 2004, at 10:0011 a.m. (EDT), for the following purposes, as more fully described in the Proxy Statementproxy statement accompanying this notice:

OnlyOur Board of Directors has set April 26, 2004 as the record date for determining stockholders of record at the close of business onApril 28, 2003 will be entitled to notice of and to vote at the Annual Meeting. The stock transfer books of the Company will remain open between the record date and the date of the meeting. A complete list of stockholders eligible to vote at the meetingAnnual Meeting will be made available for inspection atexamination by our stockholders, for any purpose germane to the meeting and for a period ofAnnual Meeting, during the ten days prior to the meeting during regular businessAnnual Meeting, between the hours of 9 a.m. and 5 p.m., EDT, at the corporate headquartersoffices of the Company at 12015 Lee Jackson Highway, Fairfax, VA 22033-3300. We will also produce the stockholder list at the address above.Annual Meeting, and you may inspect it at any time during the Annual Meeting.

All stockholders are cordially invited to attend the meeting in person. Whether or not you expect to attend the Annual Meeting, your proxy vote is important. To assure your representation at the meeting, please sign and date the enclosed proxy card and return it promptly in the enclosed envelope, which requires no additional postage if mailed in the United States.

postage. Should you receive more than one proxy because your shares are registered in different names and addresses, each proxy should be signed and returned to assure that all your shares will beare voted.

You may revoke the proxy at any time prior to its exercise at the Annual Meeting by delivering written notice of such revocation to the Secretary of the Company before the Annual Meeting or by properly executing and delivering a proxy bearing a later date. If you attend the meeting and vote by ballot, your proxy will be revoked automatically and only your vote at the Annual Meeting will be counted.

By Order of the Board of Directors

George J. Pedersen

Chairman of the Board, Chief Executive

Officer and President

Fairfax, Virginia

April 30, 200329, 2004

IT IS IMPORTANT THAT YOU COMPLETE AND RETURN THE

ENCLOSED PROXY CARD

BE COMPLETED AND RETURNED PROMPTLY

MANTECH INTERNATIONAL CORPORATION12015 Lee Jackson Highway

Fairfax, VA 22033-3300

PROXY STATEMENT FOR

FOR THE

20032004 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 25, 2003

INFORMATION ABOUT SOLICITATION AND VOTING

General

These proxy solicitation materials (the “Proxy Statement”) and the enclosed proxy cards (the “Proxy”) are being mailed in connection with the solicitation of proxies by theThe Board of Directors of ManTech International Corporation a Delaware corporation (“ManTech” or(the “Board”) solicits the “Company”), foraccompanying proxy to be voted at the 20032004 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, June 25, 200323, 2004, at 10:0011 a.m. (EDT), at The Hyatt Fair Lakes, 12777 Fair Lakes Circle, Fairfax, VA 22033, and at any adjournment(s)adjournments or postponement(s) thereof (the “Annual Meeting”), atpostponements thereof. In this proxy statement, unless the Hyatt Regency Reston Town Center, 1800 Presidents Street, Reston,context requires otherwise, when we refer to “we,” “us,” “our,” “the Company” or “ManTech,” we are describing ManTech International Corporation.

The mailing address of our principal executive offices is 12015 Lee Jackson Highway, Fairfax, VA 20190.22033-3300. This Proxy Statementproxy statement, the accompanying Notice of Annual Meeting of Stockholders and the enclosed proxy card are being mailedsent to all Stockholders entitled to vote atour stockholders on or about April 29, 2004.

PURPOSES OF THE MEETING

At the Annual Meeting, beginning on or about May 6, 2003.we will ask you to consider and act upon the following matters:

GENERAL INFORMATION

The Company’s annual reportRecord Date and Shareholders Entitled to StockholdersVote

Record Date.    Our Board has fixed the close of business on April 26, 2004 as the record date for the fiscal year ended December 31, 2002 (the “Annual Report”) has been mailed concurrently with the mailingpurposes of the notice of the Annual Meeting and this Proxy Statementdetermining stockholders entitled to all Stockholders entitled toreceive notice of and to vote at the Annual Meeting. The Annual Report is not incorporated into this Proxy Statement and is not considered proxy soliciting material.

The mailing addressOnly stockholders of the principal executive officesrecord as of the Company is 12015 Lee Jackson Highway, Fairfax, VA 22033-3300.

Voting

The specific proposals toApril 26, 2004 will be considered and acted upon at the Annual Meeting are summarized in the accompanying Notice of Annual Meeting of Stockholders (the “Notice of Annual Meeting”). Each proposal is described in more detail in this Proxy Statement. The Company has two classes of voting securities outstanding, its Class A common stock, $0.01 par value (the “Class A Common Stock”) and its Class B common stock, $0.01 par value (the “Class B Common Stock”). At the close of business on April 28, 2003, the record date for determination of Stockholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”), 16,288,254Meeting.

Our Common Stock.    We have two classes of outstanding stock: our Class A Common Stock and our Class B common stock. As of April 12, 2004, a total of 32,148,643 shares were outstanding: 17,073,350 shares of Class A Common Stock and 15,631,00415,075,293 shares of Class B Common Stock totaling 31,919,258 shares of the Company’s Common Stock were issued and outstanding. Each StockholderStock. Holders of Class A Common Stock isare entitled to one (1) vote for each share of Class A Common Stock held by such Stockholderthey hold on the Record Date. Each Stockholderrecord date. Holders of Class B Common Stock isare entitled to ten (10) votes for each share of Class B Common Stock held by such Stockholderthey hold on the Record Date. Stockholders may not cumulate votes in the election of directors. Arecord date.

Stockholder List.    We will make a complete list of stockholders eligible to vote at the Annual Meeting will be available for inspection for a period ofexamination during the ten days prior to the Annual Meeting during regular business hoursMeeting. During such time, you may visit us at the

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our principal executive offices during ordinary business hours to examine the stockholder list for any purpose germane to the Annual Meeting.

Voting Requirements and Other Matters

Quorum.    The holders of a majority in voting power of the Companycommon stock entitled to vote at the address specified above. The presence,Annual Meeting must be present, either in person or by proxy, of the holders of a majority of the Common Stock entitled to vote is necessary to constitute a quorum for the transaction of business at theour Annual Meeting.

As of the Record Date, Directors In accordance with Delaware law, we will count abstentions and Executive Officers of the Company may be deemed to be beneficial owners of an aggregate of 15,845,922 shares of Class A and Class B Common Stock (not including shares of Class A and Class B Common Stock issuable upon exercise of outstanding options and warrants), constituting approximately 49.64% of the shares of Common Stock outstanding and entitled to vote at the Annual Meeting and 90.69% of the voting control of Common Stock outstanding and entitled to vote at the Annual Meeting. Such

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Directors and Executive Officers have indicated to the Company that each person intends to vote or direct the vote of all shares of Common Stock held or owned by such person, or over which such person has voting control, in favor of all of the proposals described herein. Nonetheless, the approval of the proposals is not assured. See “Security Ownership of Certain Beneficial Owners and Management”.

The following outlines the vote required to approve each proposal set forth in this Proxy Statement:

The Board of Directors recommends a vote “FOR” each proposal.quorum.

SharesBroker Non-Votes.    A broker non-vote occurs when a stockholder that owns shares in “street name” through a nominee (usually a bank or a broker) fails to provide the nominee with voting instructions, and the nominee does not have discretionary authority to vote the shares with respect to the matter to be voted on, or the nominee otherwise fails to vote the shares.

How to Vote Your Shares.Your shares cannot be voted at the meetingAnnual Meeting unless the owner isyou are present either in person or by proxy. Shares representedIf you vote by mail and return a complete, signed and dated proxy card, your shares will be voted in accordance with your instructions. You may specify your choices by marking the appropriate box and following the other instructions on the proxy card. For Proposal 1,With respect to the election of directors, you may vote (i) “FOR ALL NOMINEES,”“For” all of the nominees, or (ii) “WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINESS”. For Proposal 2,to“Withhold Authority” with respect to some or all of nominees. On all other matters, you may vote (i) “FOR,”vote“For” a proposal, (ii) “AGAINST”vote“Against” a proposal, or (iii) “ABSTAIN”.“Abstain” from voting on a proposal. If you submitvote by mail and you return a proxy card that is not signed, then your vote cannot be counted. If the returned proxy withoutcard is signed and dated, but you do not specify voting instructions, your shares will be countedvoted“For” each proposal, in accordance with the Board’s recommendations.

Voting ESOP Shares.Stockholders who are current or former employees participating in our Employee Stock Ownership Plan (“ESOP”) and have shares of our stock allocated to their account as a vote “FOR ALL NOMINEES” for Directors in Proposal 1 and “FOR” Proposal 2. An abstention or withholding authorityof the record date have the right to direct Prudential Retirement (formerly CIGNA), the plan trustee, how to vote those shares. Prudential Retirement will vote the shares allocable to each participant’s account in accordance with the participant’s instructions. If the participant does not send instructions in a proper manner, or if the instructions are not timely received, the trustee will vote the shares allocable to the participant’s account“For” each proposal, in accordance with the Board’s recommendations.

Vote Required—Election of Directors.    If a quorum is present, the eight (8) nominees for director who receive a plurality of the votes cast at the Annual Meeting, either in person or by proxy, will be counted as present for determining whether the quorum requirementelected. Because a plurality vote is satisfied. With respect to the required, vote on each of the proposals, abstentionsbroker non-votes will be treated as shares present and entitled to vote, and for purposes of determiningnot affect the outcome of the vote on each proposal,this matter—they are treated as neither votes for nor votes against the election of directors.

Vote Required—Ratification of Auditors.If a quorum is present, the ratification of the appointment of Deloitte & Touche LLP to serve as our independent auditors for the fiscal year ending December 31, 2004 requires at least a majority of the votes cast at the Annual Meeting, either in person or by proxy. Abstentions will have the same effect as a vote against the proposal. A broker “non-vote” occurs when a nominee holding shares for a beneficial holder does not have discretionary voting power and does not receive voting instructions from the beneficial owner. Broker “non-votes”this proposal, because abstentions on a particularthis proposal, will not bealthough treated as shares present and entitled to vote onfor purposes of determining the total pool of votable shares, do not contribute to the affirmative votes that are needed to approve the proposal. Broker non-votes, however, are excluded from the pool of votable shares, and because they will be treated as unvoted for purposes of this proposal, will have the effect of neither a vote for nor a vote against the ratification of Deloitte & Touche LLP to serve as our independent auditors.

RevocabilityOther Business at the Meeting.    We are not aware of Proxies(and have not received any notice with respect to) any business to be transacted at the Annual Meeting other than as described in this proxy statement. If any other matters properly come before the Annual Meeting, George J. Pedersen and Ronald R. Spoehel, the named proxies, will vote the shares represented by proxies on such matters in accordance with their discretion and best judgment.

Any stockholder executing2

Ownership by Insiders.    As of April 12, 2004, our directors and executive officers beneficially owned an aggregate of 15,218,654 shares of Class A Common Stock and Class B Common Stock (such number includes shares of common stock that may be issued upon exercise of outstanding options and warrants that are currently exercisable or that may be exercised prior to June 12, 2004), which constitutes approximately 47.3% of our outstanding common stock and 89.9% of the voting control of common stock entitled to vote at the Annual Meeting. Our directors and executive officers have indicated that they intend to vote all of the shares of common stock they own in favor of the two proposals described in this proxy statement.

Tabulation of Votes.    Ms. Maureen Crystal, our Executive Director of Investor Relations, has been appointed inspector of elections for the Annual Meeting. Ms. Crystal will separately tabulate the affirmative votes, negative votes, abstentions and broker non-votes with respect to each of the proposals.

Announcement of Voting Results.    We will announce preliminary voting results at the Annual Meeting. We will disclose the final results in the first quarterly report on Form 10-Q that we file with the Securities and Exchange Commission (“SEC”) after the Annual Meeting.

Revoking Your Proxy.    If you execute a proxy pursuant to this solicitation, you may revoke it at any time prior to its exercise by doing one of the following:

If a choice as to the matters comingTo be effective, our Corporate Secretary must actually receive your notice or later-dated proxy before the Annual Meeting, has been specified by a stockholder onor the proxy,Inspector of Elections must receive it at the shares will be voted accordingly. If no choice is specified on the returned proxy, the shares will be voted in favor of the approval of the proposals described in the Notice of Annual Meeting and in this Proxy Statement. All votes will be tabulated by the inspector of elections appointed forMeeting. Please note, however, that your attendance at the Annual Meeting whowithout further action on your part will separately tabulate affirmative and negative votes, abstentions and broker non-votes.not automatically revoke your proxy.

SolicitationSolicitation.    The Board is making this solicitation of proxies on our behalf. In addition to the solicitation of proxies by use of the mail, our officers and employees may solicit the return of proxies by personal interview, telephone, email or facsimile. We will not pay additional compensation to our officers and employees for their solicitation efforts, but we will reimburse them for any out-of-pocket expenses they incur in their solicitation efforts.

The cost of soliciting proxiesWe will be paid entirely by the Company and may include reimbursement paid to brokerage firms and others for their expense in forwarding solicitation materials as well as the expense of preparing, assembling, photocopying and mailing this Proxy Statement. Solicitation will be made primarily through the use of the mail; however, regular employees of the Company may, without additional remuneration, solicit proxies personally by telephone or telegram or other means. The Company has engaged Georgeson Shareholder Communications, Inc. for the purpose of assisting in the solicitation of proxies. The Company will pay Georgeson Shareholder Communications Inc. a fee of $6,500, plus expenses for these services. The Company will also reimburserequest that brokerage houses and other custodians, nominees and fiduiciaries for their reasonable out of pocket expenses for forwarding proxy andfiduciaries forward our solicitation materials to beneficial owners of stock that is registered in their names. We will bear all costs associated with preparing, assembling, printing and mailing this proxy statement and the Company’s Common Stock.accompanying materials, the cost of forwarding our solicitation materials to the beneficial owners of our common stock, and all other costs of solicitation.

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PROPOSAL 1

ELECTION OF DIRECTORS

TheGeneral Information

During 2003, the Board held 9 meetings. Our Board is currently comprised of Directors of the Company (the “Board”) currently has nine (9) members whose terms expire10 members. Each current member’s term expires at the Annual Meeting (in each case, subject(subject to the election and qualification of their successorshis successor, or theirhis earlier death, resignation or removal). Eight (8)Two of the nine (9) Directorsour current directors, Stephen D. Harlan and Michael D. Golden, are not standing for reelection. Mr. Vaughanreelection this year. For 2004, the Board has decided notfixed the number of directors at 8 members, to run for reelection due to a medical disability. be effective immediately following the Annual Meeting.

The Board has nominated Ray A. Ranellieach of the 8 persons named below to serve as a director until the 2005 Annual Meeting of Stockholders (or until his successor has been duly elected and qualified, or until his earlier death,

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resignation or removal). Each nominee is a current member of the Board, has agreed to stand for election at the Annual Meeting to fill Mr. Vaughan’s vacant board seat. However, in the event Mr. Ranelli isand serve if elected, at the Annual Meeting, he will not be able to commence Board service until after July 7, 2003. All nominees haveand has consented to beingbe named in this Proxy Statement and to serve if elected.proxy statement.

Substitute Nominees

If, at the time of or prior to the Annual Meeting, any nominee is unable to be a candidate when the election takes place, or otherwise declines to serve, the shares represented by validpersons named as proxies will be votedmay use the discretionary authority provided to them in favor of such person or persons as shall bethe proxy to vote for a substitute nominee designated by the Board. The Board doesAt this time, we do not currently anticipate that any nominee will be unable to be a candidate for election. Except for Mr. Ranelli, each nominee is currently a Director of the Company.election or will otherwise decline to serve.

In accordance with the terms of the Company’s SecondVacancies

Under our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws, the affirmative vote of a plurality of the shares of Common Stock present in person or represented by proxy and entitled to vote on the election of Directors at the Annual Meeting is required to elect the Directors.

Under the Company’s Amended and Restated By-Laws,Bylaws, the Board has the authority to fill any vacancies on the Board,that arise, including vacancies created by an increase in the number of Directorsdirectors or by the resignation of a Director.director. Any nominee so elected and appointed by the Board would hold office for the remainder of the term of office of all Directors,directors, which term expires at the 20042005 Annual Meeting of Stockholders, and until his or her successor has been elected and duly qualified.Stockholders.

Information Regarding the Nominees for Election as Directors

The followingname of each nominee for election as director, and certain additional information with respect to theeach nominee concerning his principal occupation, or employment, other affiliations and business experience during the last five years, of each of the nominees has been furnished to the Company by such nominees.are set forth below.

Nominee OutsideNominees for Election as Director

President of Tracor, Inc. and from 1997 to 1998 served as Chairman and Chief Executive

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Officer of Tracor’s subsidiary, Tracor Systems Technologies, Inc. From 1993 to 1997, Mr. Campbell held several positions with Vitro Corporation, another subsidiary of Tracor, Inc., including tenure as President and Chief Executive Officer. Mr. Campbell began his career at Vitro in 1970, working as a systems engineer on ballistic missile programs for the Navy. Mr. Campbell is a former member of the Boardboard of Directorsdirectors of the American Electronics Association. He has also served as Chairman of the Software Productivity Consortium and as a Directordirector of The American Defense Preparedness Association, The Professional Services Council and The Armed Forces Communication and Electronics Association.

Edward S. Civera—Mr. Civera has served as a director of ManTech since 2004. Mr. Civera is currently the Managing General Partner at Civera Investment Partnership, a private investment partnership that consults on financial as well as merger and acquisitions strategies. From 1997 through 2000, Mr. Civera was the Chief Operating Officer and Co-Chief Executive Officer of United Payors & United Providers, a public company involved in the healthcare services and technology business, until its sale in 2000. Prior to his position at United Payors & United Providers, Mr. Civera spent 25 years with Coopers & Lybrand (PricewaterhouseCoopers), the last 15 years as both a partner and managing partner focused on financial advisory and auditing services. He is also a Certified Public Accountant.

Walter R. Fatzinger, Jr.—Age 60.    Mr. Fatzinger has served as a Directordirector of ManTech since 2002. Mr. Fatzinger joined ASB Capital Management, Inc., an asset management firm, in February 1999 and currently serves as Vice Chairman and Director of the firm. Prior to December 31, 2002, he served as President and Chief Executive Officerdirector of the firm. Mr. Fatzinger also served as Executive Vice President of Chevy Chase Bank, F.S.B., the parent of ASB Capital Management, Inc., from 1999 to 2002. From 1994 to 1999, Mr. Fatzinger served as President of First National Bank of Maryland’s Greater Washington Region and Executive Vice President of First National Bank of Maryland’s Institutional Bank. Prior to 1994, Mr. Fatzinger worked for American Security Bank, N.A. for 15 years, serving in various executive positions, including as President from 1991 to 1994. Mr. Fatzinger currently serves on the Boardboard of Directorsdirectors of the Cafritz Company, a real estate development and property management firm, and of the YMCA of Metropolitan Washington.Optelecom, a Nasdaq listed company. He also serves as Vice-Chairman of the Board of Trustees of the University of Maryland Foundation.

Michael D. Golden—Age 62.    Mr. Golden has served as a Director of ManTech since 1995. Mr. Golden is a founding partner of the law firm of Golden & Nelson, PLLC, where he has practiced law since 1998, focusing on corporate and securities law. Prior to founding Golden & Nelson, PLLC, he was a partner at the law firm of Ginsburg, Feldman & Bress, Chtd. from 1996 to 1997, and prior to that, he was a partner at Verner, Liipfert, Bernhard, McPherson and Hand from 1991 to 1996.

Stephen D. Harlan—Age 69.    Mr. Harlan has served as a Director of ManTech since February 2003. Mr. Harlan is the Chairman of Harlan Enterprises LLC, a specialized real estate investment firm. Before joining Harlan Enterprises LLC in 2001, he served as Chairman of H.G. Smithy Company, a real estate management and investment firm. Before joining H.G. Smithy Company in 1993, Mr. Harlan was Vice Chairman of KPMG Peat Marwick, where he also served on KPMG’s International Council, Board of Directors, and Management Committee. In June 1995, President Clinton appointed Mr. Harlan to the District of Columbia Financial Responsibility and Management Assistance Authority, where he served as Vice Chairman until September 1998. Mr. Harlan presently serves on the Board of DirectorsFoundation and as Chairman of the Audit Committee for both ING Direct Bank and Friedman Billings Ramsey Group Inc. He also serves on the Board of Directors of the Mary and Daniel Loughran Foundation, Inc., is a member of the Senior Council of the Greater Washington Board of Trade, is a Trustee and member of the Executive Committee of the Carnegie Endowment for International Peace, and is the Chairman of the Board of the Council for Court Excellence.its Finance Committee.

Richard J. Kerr—Age 67.    Mr. Kerr has served as a Directordirector of ManTech since 2002. Mr. Kerr also served as Chairman of the Company’s Advisory Board from 1994 to 2002. Mr. Kerr currently iswas a member of the President’s Commission on Intelligence Reform. From 1996 to 2001, Mr. Kerr served as President of the Security Affairs Support Association (“SASA”), an organization composed of government and industry members that is focused on national security policy. Prior to that, Mr. Kerr worked at the Central Intelligence Agency for 32 years, including serving as Deputy Director for Central Intelligence. Mr. Kerr formerly served as a member of the Scientific Advisory Board of the National Security Agency and the Board of Visitors of the Joint Military Intelligence College and is currently on the advisory boards of the Los Alamos National Laboratory, the Sandia National Laboratory and the Lawrence Livermore Laboratory.College. Mr. Kerr was awarded the Citizens Medal, the second highest civilian award given by the President of the United States, and received two National Intelligence Distinguished Service Medals and two Distinguished Intelligence Medals from the Central Intelligence Agency.

Stephen W. Porter—Age 63.    Mr. Porter has served as a Directordirector of ManTech since 1991. Mr. Porter is a partner at the law firm of Arnold & Porter where he has practiced law since June 1993, focusing on real estate,

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tax and corporate law. Mr. Porter became a certified public accountant in 1961. Mr. Porter currently serves on the Boardboard of Directorsdirectors of the Greater Washington Board of Trade and the District of Columbia Chamber of Commerce. From 1992 to 1994, he served as a member of the Advisory Board of the Center for Strategic and International Studies, a non-partisan public policy institute.

Incumbent Management Directors:

George J. PedersenRaymond A. Ranelli—Age 67.    Mr. PedersenRanelli has served as a Directordirector of ManTech since 1968.2003. Until his retirement in June 2003, Mr. PedersenRanelli was the Senior Client Services Partner of PricewaterhouseCoopers for the tri-state area of Virginia, the District of Columbia and Maryland. Prior to that appointment, Mr. Ranelli served as Global Leader

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of Financial Advisory Services (“FAS”) of PricewaterhouseCoopers, a $1.3 billion business operating in 20 countries with over 7,000 employees, and he became a member of the firm’s Global Leadership Team. In 1994, he was named Vice Chairman of FAS operations for PricewaterhouseCoopers in the United States, and in 1995 he was appointed to that firm’s management committee. He began his career at Pricewaterhouse Coopers in 1978 and was made a partner in 1981. Mr. Ranelli also serves on the board of directors and the audit committee of Ameripath, Inc, a public company that provides anatomic pathology and molecular diagnostics. Mr. Ranelli has been very involved in local community activities and has served on numerous boards and committees such as co-founder,the Leukemia Society Ball, Fight for Children Ball, and National Kidney Foundation Ball Executive Committee. Mr. Ranelli received the “Lifetime Achievement Award” from the Leukemia Society in 1998 and from the National Kidney Foundation in 1999.

Ronald R. Spoehel—Mr. Spoehel has served as a director of ManTech since 2004. Mr. Spoehel is currently the Executive Vice President and Chief Financial Officer for ManTech International Corporation. Prior to joining us in June 2003, he served as Chairman of Alpine Partners, LLC, a private investment advisory firm he founded in 2002. From 2000 to 2002, he served as director and Chief Executive Officer of Optinel Systems, Inc., an optical communications equipment company. From 1994 to 2000, Mr. Spoehel served as Vice President—Corporate Development, of Harris Corporation, a global communications equipment and defense electronics company. From 1990 to 1994, he served as Senior Vice President of ICF Kaiser International Inc., a NYSE company with global operations, in a variety of general management roles. Prior to 1990, he served as Vice President, Investment Banking of Lehman Brothers and as Vice President of Bank of America. Mr. Spoehel is also a member of the Board of Directors of the Professional Services Council.

The Board recommends that you vote “FOR” the election of each of the director nominees listed above. All proxies executed and returned will be voted “FOR” all of the director nominees unless the proxy specifies otherwise.

Corporate Governance Matters

Independence of Directors

The Board has conducted an evaluation of director independence, based on the marketplace rules and listing standards of The Nasdaq Stock Market, Inc. (“Nasdaq”) and the applicable rules and regulations of the SEC (in this proxy statement, we sometimes refer to the Nasdaq rules and standards and the SEC rules and regulations collectively as the “Governing Rules”). In connection with this review, the Board evaluated banking, commercial, charitable, familial and other relationships of each director, including those relationships that are described under the caption “Certain Relationships and Related Transactions” in this proxy statement. As a result of this evaluation, the Board has affirmatively determined that each of Messrs. Campbell, Civera, Fatzinger, Kerr, Porter and Ranelli is “independent” within the meaning of the Governing Rules.The Board determined that Mr. Pedersen, our Chairman, Chief Executive Officer and President, and Mr. Spoehel, our Executive Vice President and Chief Financial Officer, are not independent because both are employees of ManTech.

In connection with its evaluation, the Company. Mr. Pedersen was appointed ChairmanBoard also determined that each member of our Audit Committee and our Compensation Committee is an independent director, as director independence is specifically defined with respect to Audit Committee members and Compensation Committee members under the Governing Rules.

Communication with Directors

We believe that it is important for our stockholders to be able to communicate their concerns to our Board. Stockholders may correspond with any director, committee member, or the Board of Directors generally by writing to the following address: ManTech International Corporation Board of Directors, 12015 Lee Jackson Highway, Fairfax, VA 22033-3300, Attention: Jo-An Free, Corporate Secretary. Please specify to whom your correspondence should be directed. Our Corporate Secretary has been instructed to promptly forward all

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correspondences to the relevant director, committee member, or the full Board of Directors, as indicated in your correspondence.

Director Attendance at Annual Meeting of Stockholders

We invite all of our directors to attend our annual meeting of stockholders, and we strongly encourage all of them to do so. In furtherance of this policy, we have scheduled one of our regularly scheduled Board meetings on the same day as the Annual Meeting. In 2003, all but 3 of our directors attended our annual meeting of stockholders.

Code of Ethics

In November 2003, we revised ourStandards of Ethics and Business Conduct, which sets forth the policies comprising our code of conduct. Our policies satisfy the SEC’s requirements for a “code of ethics,” as well as Nasdaq’s requirements for a code of conduct applicable to all directors, officers and employees. Among other principles, ourStandards of Ethics and Business Conduct includes guidelines relating to the ethical handling of actual or potential conflicts of interest, compliance with laws, accurate financial reporting, and procedures for promoting compliance with (and reporting violations of) these standards. We filed a copy of ourStandards of Ethics and Business Conduct with the SEC on March 15, 2004, as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2003. We will disclose any material amendments to, or any waivers from, our code of ethics either on our website atwww.mantech.com or in a Current Report on Form 8-K to be filed with the SEC.

Compensation of Directors

We do not separately compensate any director who is also our employee, either for his service as a director or his service as a member of any committee of the Board of Directors in 1979, adding the positions of Chief Executive Officer and President in 1995. Mr. Pedersen has been a Director of GSE Systems, Inc., an affiliated simulation solutions and services to the nuclear and fossil electric utility industry company, since 1994 and was an executive employee from 1999 to 2002. Mr. Pedersen is ChairmanDirectors. Members of the Board and its committees are reimbursed for expenses incurred in connection with those attending meetings.

Board of Directors

Each non-employee director receives the following compensation for the Instituteservice on our Board:

Compensation Committee

Each non-employee director who is a not-for-profit corporation that performs research and advanced development of software and related technologies, including research for NASA. Mr. Pedersen also serves as a Director Emeritus of the Professional Services Council (PSC), a national association of technology services companies, and as a Director and Executive Committee member of the National Defense Industrial Association (NDIA),Compensation Committee receives the following additional compensation for service on our Compensation Committee:

Audit Committee

Each non-employee director who is a trade associationmember of the Audit Committee receives the following additional compensation for the defense industry. Mr. Pedersen servesservice on the ExecutiveAudit Committee:

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Retirement Plan Committee

Each non-employee director who is a member of the AssociationRetirement Plan Committee receives the following additional compensation for Enterprise Integration (AFEI).service on the Retirement Plan Committee:

Grants of Non-Qualified Stock Options

We also grant non-qualified stock options to our non-employee directors to purchase shares of our Class A Common Stock. We set the exercise price for these options at the fair market value of our stock at the time of grant. The options vest ratably over 3 years. Typically, we will issue annual grants of such options to our non-employee Board members. In 2003, we issued the following grants of stock options for that purpose:

During 2003, we also issued the following one-time grants of non-qualified stock options to certain directors in connection with their appointment to the Board:

Other Compensation

John A. Moore, Jr.—Age 50.    Mr. Moore has servedNo member of the Board was paid any compensation for his service as a Director of ManTech since 1994. Mr. Moore isdirector other than the Executive Vice President, Chief Financial Officer, and Treasurer of the Company. Mr. Moore joined the Company in 1982 and has served as Chief Financial Officer since 1993 and Executive Vice President since 1997. Mr. Moore has been a Director of GSE Systems, Inc., an affiliated simulation solutions and servicesstandard compensation arrangements for directors described above. However, please refer to the nucleardisclosure under the caption “Certain Relationships and fossil electric utility industry company, since 1997Related Transactions” elsewhere in this proxy statement for a description of certain relationships between us and was an executive employee from 1999 to 2002. Prior to joining the Company, Mr. Moore was a supervisory auditor for the Defense Contract Audit Agency, which is responsible for performing contract audits for the Departmentaffiliates of Defense.certain of our non-employee directors.

RecommendationCommittees of the Board of Directors

The Board recommends that the Stockholders vote“FOR” the election of each of the nominees listed above forProposal 1—Election of Directors.

Committees of the Board

The Board currently has ana standing Audit Committee, Compensation Committee and Retirement Plan Committee. The Board does not currently have a Compensation Committee. During the last year, the Board also established a Special or Pricingstanding Nominating Committee, although it may form one, as further explaineddescribed below. The Board may establish other committees from time to time establish other committees.time.

Audit Committee.Committee    The Company’s

We have a separately designated standing audit committee that was established in accordance with applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All of our Audit

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Committee members have a working familiarity with basic finance and accounting practices. During 2003, the Audit Committee is composedheld 11 meetings. The Audit Committee was comprised of four (4) independent Directors within3 directors during 2003: Messrs. Campbell, Fatzinger and Harlan. In accordance with the meaningGoverning Rules, the Board reviewed the qualifications of National Association of Securities Dealers rulesour Audit Committee members and Securities and Exchange Commission regulations. The current membersdetermined that each member of the Audit Committee are Messrs. Campbell, Fatzinger, Harlan, and Vaughan.was independent of management, as independence for audit committee members is defined in the Governing Rules. In 2003, Mr. Harlan servesserved as the Chairman of the Audit Committee Chairman. EffectiveCommittee. Our Board determined that Mr. Harlan had the requisite experience and met the qualifications for an “audit committee financial expert,” as such term is defined by the rules and regulations of May 1, 2003,the SEC.

As of March 31, 2004, in response to Mr. Vaughan’s seatHarlan not standing for reelection to the Board of Directors and in order to ensure continuity of service on the Audit Committee, will remain vacant until a suitable replacement is found by the Board.

The Board has adopted a written charter forappointed Mr. Civera to serve on the Audit Committee and Mr. Civera was subsequently elected as its Chairman. Since his appointment to the Board earlier in 2004, Mr. Civera, at the invitation of the Audit Committee, attended all of the Audit Committee’s meetings and coordinated the Audit Committee’s activities with Mr. Harlan to prepare for this transition. Our Board has determined that Mr. Civera is independent of management, as independence for audit committee members is defined in the Governing Rules. Our Board has also determined that Mr. Civera has the requisite experience and meets the qualifications for an “audit committee financial expert,” as such term is defined by the rules and regulations of the SEC. Mr. Harlan will remain a copymember of which is attachedthe Audit Committee for the remainder of his term as Appendix A to this Proxy Statement. a member of the Board of Directors.

The primary function of the Audit Committee is to assist the Board in discharging its oversight responsibilities relating to the accounting, reporting, and financial practices of the CompanyManTech and its subsidiaries by monitoringsubsidiaries. Specifically, the Audit Committee monitors (i) these practices, generally; (ii) the integrity of theour financial statements and other financial information provided by the Companyus to any governmental body or the public; (iii) the Company’s

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our compliance with legal and regulatory requirements; (iv) the independentour auditor’s qualifications and independence; and (v) the performance of the Company’sour independent auditors and internal audit functions. The primaryAmong other responsibilities, of the Audit Committee are to:Committee:

A more detailed discussion of the Audit Committee’s composition, purpose, objectives, authority and responsibilities can be found in our Audit Committee Charter, which was amended and restated and adopted by the Board on March 3, 2004. A copy of the amended and restated Audit Committee Charter is attached asAppendix A to this Proxy Statement.

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Compensation Committee.    The

We have a standing Compensation Committee, which is required to have a minimumcurrently comprised of two (2)three (3) directors: Messrs. Campbell, Fatzinger, and Ranelli. All members who are Directors. These two (2)of the Compensation Committee members have to be considered “non-employee directors” (asare “independent directors,” as such term is defined in Rule 16b-3 promulgatedthe Governing Rules. All committee members also qualify as “non-employee directors” under Section 16 of the Exchange Act and as such Rule may be amended from time to time) and “outside directors” (as such term is defined under Section 162(m) of the Internal Revenue Code). Currently Messrs.Code. Mr. Fatzinger Moore, Pedersen and Vaughan serveserves as memberschairman of the Compensation Committee. Mr. Pedersen serves asDuring 2003, the Compensation Committee Chairman. Messrs. Fatzinger and Vaughan qualify as the two (2) “non-employee directors” and “outside directors”. Effective as of May 1, 2003, Mr. Vaughan’s seat on the Compensation Committee will be filled by Mr. Campbell to serve until the Annual Meeting.held 5 meetings.

The Compensation Committee reviews and makes recommendations to the Board regardingis responsible for determining the compensation and benefits provided to the Company’s Executive Officersour executive officers and Directors,directors, including stock compensation. In addition, the Compensation Committee reviews policies regarding compensation arrangements and benefits for all of the Company’s employees.our employees and administers our stock-based compensation plans.

TheAmong other responsibilities, the Compensation Committee is delegated and authorized to take the following actions:Committee:

6In light of the foregoing factors, the Board is of the view that it is appropriate for us not to have a nominating committee at this time. Currently, we involve all of our directors in the nomination process, whether for the nomination of directors to be elected by our stockholders at its annual meeting or for the nomination of a person to fill a vacancy on the Board.

As stated above, all of our directors currently participate in the nomination process. Consequently, the directors involved in this process include both our independent directors and our employee directors. The Board does not currently have a formal policy with regard to the consideration of any director candidates that may be recommended by our stockholders. While no formal policy exists, we would consider any qualified candidate that is recommended by our stockholders in the same manner and with the same diligence that we evaluate candidates recommended by our Board members. The Board believes it is appropriate not to have a formal policy at this time, in light of our current and ongoing efforts to update our nomination process to comply with the relevant provisions of the Nasdaq marketplace rules when they become applicable to us. In the meantime, please contact our Board of Directors in the manner described elsewhere in this proxy statement should you wish to recommend a qualified candidate to the Board.

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Our goal is to create a Board that demonstrates objectivity and the highest degree of integrity, on an individual and collective basis. In evaluating current members and new candidates, the Board considers the needs of the Board and ManTech in light of the current mix of director skills and attributes. In addition to requiring that each director possess unquestionable integrity and character, the Board’s evaluation of a candidate includes an assessment of issues and factors regarding an individual’s education, business experience, accounting and financial expertise, potential independence, reputation, age, diversity of background, civic and community relationships, and knowledge and experience in matters specifically impacting companies such as ManTech. The Board also endeavors to ensure that our candidates will be able to devote adequate time to Board and committee activities.

The Board has generally identified and attracted candidates through its own efforts, and it believes that this method has been effective. However, if in the future the Board believes it is in the best interest of ManTech to use the services of consultants or a search firm to assist with the identification and selection process, it will do so.

Special or Pricing Committee.Retirement Plan Committee    First established in November 2001, the Special or Pricing Committee consisted initially of Messrs. Pedersen and Moore with Mr. Vaughan being appointed a member in December of 2002. This Committee is responsible for fixing the price at which the Company’s Class A Common Stock is sold to the public in an underwritten public offering. The Company had two (2) underwritten Class A Common stock public offerings in 2002 identified as (i) the Company’s initial public offering Registration Statement on Form S-1 filed by the Company on February 7, 2002 (File Nos. 333-73946 and 333-82310), as amended and (ii) the Company’s follow-on public offering Registration Statement on Form S-1 filed by the Company on December 17, 2002 (File No.333-101226), as amended.

We currently have a standing retirement plan committee, which was formed as a formal standing committee of the Board in July 2003 for the purpose of administering our 401(k) plan. Currently, the Retirement Plan Committee is comprised of 2 directors: Messrs. Fatzinger and Golden. In 2003, the Retirement Plan Committee held 4 meetings.

Attendance at Board and Committee Meetings

During 2002,2003, each of our directors, with the Boardexception of Directors held twelve (12) meetings, the Pricing Committee held two (2) meetings, the Audit Committee held ten (10) meetings, and the Compensation committee held six (6) meetings. During 2002, each DirectorMr. Kerr, attended or participated in at least 75% of the aggregate of (i) the total number of meetings of the Board, and (ii) the total number of meetings held by all Committeescommittees of the Board oron which such Directordirector served (during the period that such person served as a Director)director or member of the committee, as applicable).

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Compensation of DirectorsREPORT OF THE AUDIT COMMITTEE

OF THE BOARD OF DIRECTORS

The Audit Committee currently consists of four members, each of whom is an “independent director” as determined by our Board of Directors, based on the current listing standards of the Nasdaq Stock Market, Inc. and the requirements of the SEC. In addition, the Board of Directors determined that Mr. Stephen Harlan, who served as the chairperson of the Audit Committee during 2003, is an “audit committee financial expert,” as defined by SEC rules.

A brief description of the responsibilities of the Audit Committee is set forth above, under the caption “Committees of the Board.” The Audit Committee acts pursuant to a charter adopted by the Board of Directors. The Audit Committee charter is regularly reviewed and revised, as appropriate. The Audit Committee Charter was most recently revised and approved by the Board of Directors in March 2004, and a copy of the charter is included asAppendix A to this proxy statement.

As a committee, we have reviewed and discussed the Company’s audited consolidated financial statements for the year ended December 31, 2003 with both management and Deloitte & Touche LLP, the Company’s independent auditors. Management has primary responsibility for the financial statements. Deloitte & Touche LLP is responsible for expressing an opinion on the conformity of the financial statements with generally accepted accounting principles. The Audit Committee also discussed with Deloitte & Touche LLP those matters required to be discussed by Statement on Auditing Standards No. 61,Communication with Audit Committees, as currently in effect.

Deloitte & Touche LLP provided us with the written disclosures and the letter required by the Independence Standards Board Standard No. 1,Independence Discussions with Audit Committees, as currently in effect. The Audit Committee discussed with Deloitte & Touche LLP (i) the auditor’s independence from the Company and its management, and (ii) the details of the disclosure that Deloitte & Touche LLP had provided to us pursuant to Independence Standards Board Standard No. 1. Finally, we considered the nature and scope of the audit and non-audit services provided by Deloitte & Touche LLP to the Company, and concluded that Deloitte & Touche LLP’s provision of these services (as described in the section of this proxy statement relating to Proposal 2) to the Company is compatible with their independence from the Company and its management.

Based upon the reviews and discussions referred to above, we recommended to the Board of Directors, and the Board of Directors has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, for filing with the SEC.

Dated as of March 31, 2004

THE AUDIT COMMITTEE OF THE

BOARD OF DIRECTORS

Stephen D. Harlan, Chairman

Barry G. Campbell

Edward S. Civera

Walter R. Fatzinger, Jr.

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REPORT OF THE COMPENSATION COMMITTEE

OF THE BOARD OF DIRECTORS

The Compensation Committee of the Board of Directors currently consists of 3 members, each of whom is independent. The Compensation Committee is responsible for overseeing the determination, implementation and administration of the remuneration (including compensation, benefits, bonuses and perquisites) of all directors and executive officers of the Company, reviewing and approving all equity compensation to be paid to other Company employees, and administering the Company’s stock-based compensation plans.

General Compensation Policy.    The fundamental policy of the Compensation Committee is to provide the Company’s executive officers with competitive compensation opportunities, based upon both their contribution to the development and financial success of the Company and their personal performance. It is the Compensation Committee’s objective to have a portion of each executive officer’s compensation contingent upon the Company’s performance, as well as upon such executive officer’s own level of performance. Accordingly, the compensation package for each executive officer is comprised of three elements: (i) base salary, (ii) incentive bonus and (iii) long-term stock-based incentive awards that strengthen the mutuality of interests between the executive officers and the Company’s stockholders.

Factors.    The principal factors the Compensation Committee considered with respect to each executive officer’s compensation package for fiscal year 2003 are summarized below. The Compensation Committee may, however, in its discretion apply entirely different factors with respect to executive compensation for future years.

Base Salary.    The base salary for each executive officer is determined on the basis of some or all of the following factors: experience, personal performance, the salary levels in effect for comparable positions within and without the industry and internal base salary comparability considerations. The weight given to each of these factors differs from individual to individual, as the Compensation Committee deems appropriate.

Incentive Bonus.    The Incentive Bonus is a bonus opportunity offered to an executive officer, payable in cash or grants of stock options, based on satisfaction of certain agreed upon performance criteria. An executive officer’s performance is measured individually and in the aggregate. We expect our executive officers to positively contribute to the Company’s three objective growth criteria: the total sales target for the Company, earnings before interest and taxes (“EBIT”), and diluted earnings per share (“EPS”). Individually and on a group level, he/she will be measured using two objective criteria: the total sales target for his/her group and EBIT for his/her group. On an annual basis, the Company assesses these criteria using a total weighted value analysis against the pre-established targets to compute any Incentive Bonus earned by an executive officer. For 2004, the Compensation Committee intends to broaden the criteria that it considers when determining Incentive Bonuses for our executive officers, to include relevant levels of DSO and accounts receivable.

Long-Term Incentive Compensation.    Long-term incentives are provided through grants of stock options. The grants are designed to align the interests of each executive officer with those of the stockholders and provide each individual with a significant incentive to manage the Company from the perspective of an owner with an equity stake in the Company. Each option generally becomes exercisable in annual installments over a three-year period, contingent upon the executive officer’s continued employment with the Company. Accordingly, the option grant will provide a return to the executive officer only if the executive officer remains employed by the Company areduring the vesting period, and then only if the market price of the underlying shares appreciates. The number of shares subject to each option grant is set at a level intended to create a meaningful opportunity for stock ownership based on the executive officer’s current position with the Company, the base salary associated with that position, the size of comparable awards made to individuals in similar positions within the industry, the individual’s potential for increased responsibility and promotion over the option term and the individual’s personal performance in recent periods. The Compensation Committee also considers the number of unvested options held by the executive officer in order to maintain an appropriate level of equity incentive for that individual. However, the Compensation Committee does not separately compensated for their serviceadhere to any specific guidelines as Directors or membership on any Board Committees. Priorto the relative option holdings of the Company’s executive officers. Stock options to purchase an aggregate of 220,000 shares of Common Stock were granted to the Company’s initial public offeringnamed executive officers in February 2002, Messrs. Golden and Porter were2003.

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CEO Compensation.    In 2003, the Company paid annual retainers of $25,000 for their service as Directors and Mr. Vaughan was paid an annual retainer of $40,000 for service as a Director and asGeorge J. Pedersen, our Chairman of the Company’s Compensation Committee. Currently, all non-employee DirectorsBoard, Chief Executive Officer and President, an annual salary of $1,100,000, which represents a 10% increase over the Board areannual base salary paid fees for their service as Directorsto him in the amount of $25,000 per year and $1,500 for each meeting exceeding six (6) per term. All non-employee Directors are also2002. During 2003, Mr. Pedersen was not granted 7,000any stock options to purchase shares of the Company’s Class A Common Stock havingcommon stock. The terms of Mr. Pedersen’s Retention Agreement provide for an exercise price equalannual base salary of at least $1,000,000, to be reviewed annually by us and established for the upcoming year based substantially on the same factors and general compensation policy applicable to the fair market valueCompany’s other executive officers, as described above. Based on ManTech’s performance in exceeding its targets for growth in 2003, as measured by revenues, EBIT and earnings per share, we approved an incentive bonus payment of $500,000 to Mr. Pedersen for 2003. We concluded, and the Board agreed, that in light of the Company’s stock atgrowth of the time of grant.

Additionally, any non-employee Board Compensation Committee members are paid fees for their service as Board Committee membersCompany, Mr. Pedersen’s performance in 2003 fully supported the amount of $5,000 per year and $1,500 for each meeting exceeding four (4) per term, and non-employee members who serve as the Chairperson on such Committee are paid $5,000 per year in addition to such service fees. The Board Audit Committee members were paid at the same rate as the Board Compensation Committee members for the year 2002, however commencing April 1, 2003, non-employee Board Audit Committee members will be paid fees for their service as Board Audit Committee members in the amount of $10,000 per year and $1,500 for each meeting exceeding four (4) per term, and non-employee members who serve as the Chairperson on such Committee will be paid $10,000 per year in addition to such service fees.

Certain non-employee Directors serve on a non-board committee that administers the Company’s 401(k) and Employee Stock Ownership Plan for which they receive $6,000 per year plus $1,500 for each meeting exceeding four (4) per term.

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Managementtotal compensation awarded.

Under the terms of his Retention Agreement, Mr. Pedersen is entitled to receive contributions to qualified and non-qualified retirement plans, insurance programs and perquisites on the same terms they have been provided in previous years, including items such as the lease of an executive type of vehicle for business and personal use, the portion of an employee’s time spent on non-corporate matters on behalf of Mr. Pedersen (including attending to chauffeur/valet services and other assistance as required from time to time) and reimbursement of certain cell phone and home telephone/fax services.

Internal Revenue Code Section 162(m).The Company’s Executive Officers and their respective positions are set forthCompensation Committee also considered the potential impact of the Internal Revenue Code of 1986, as amended (“Section 162(m)”). Section 162(m) disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1 million in any taxable year for the following table. Biographical information of eachChief Executive Officer who is not a Director is set forth followingor the table. Executive Officers serve at the discretion of the Board of Directors.

R. Evans Hineman—Executive Vice President and Chief Science and Technology Officer, ManTech International Corporation; President, National Security Solutions Group. Mr. Hineman joined the Company in 2001. From 1999 to 2001, he served as Vice President for Intelligence of Litton Industries Inc.’s Information Systems Group. From 1989 to 1999, Mr. Hineman was an officer of TASC, Inc., a provider of information management and systems engineering solutions, serving as President from 1998 to 1999. From 1964 to 1989, Mr. Hineman worked for the Central Intelligence Agency, serving as Deputy Director for Science and Technology from 1982 to 1989. Prior to 1982, he held various other senior positions withexecutive officers, except for compensation that is performance-based under a plan that is approved by the Central Intelligence Agency, including Directorstockholders and that meets other technical requirements. In 2003, we paid cash compensation that exceeded the $1 million limit. We intend to carefully consider the implications of Weapons Intelligence and Chairman of the Director of Central Intelligence’s Weapon and Space Systems Intelligence Committee. Mr. Hineman was one of 50 recipients of the Trailblazer award on the 50th anniversary of the Central Intelligence Agency, and he was awarded the Central Intelligence Agency’s Distinguished Intelligence Medal and the National Reconnaissance Office’s Distinguished Service Medal.Section 162(m) in making compensation decisions in future years.

Eugene C. Renzi—Executive Vice President, ManTech International Corporation; President, ManTech Telecommunications and Information Systems Corporation (MTISC). Retired General Officer Renzi joined the Company in 1993 and since 1995 has servedDated as President of MTISC. Prior to 1993, Retired General Officer Renzi served in the U.S. Army for more than 32 years, including as Director for Command, Control and Communications Systems for the U.S. Pacific Command from 1988 to 1990. Retired General Officer Renzi received numerous awards and decorations for his service in the U.S. Army, including the Defense Superior Service Medal, the Legion of Merit and the Joint Service Commendation Medal.March 31, 2004

Jerry L. Unruh—Senior Vice President, ManTech International Corporation; President, Systems Engineering Group. Vice Admiral, U.S. Navy (Ret.). Vice Admiral Unruh joined the Company in 1998 and since 1999 has served as President of ManTech Systems Engineering Corporation. From 1996 to 1998, Vice Admiral Unruh served as the President of the Association of Naval Aviation, a not-for-profit corporation that educates the public and national leaders about the role of naval aviation in national defense. Prior to that, Vice Admiral Unruh served in the U.S. Navy for over 37 years, including as Commander of the U.S. Third Fleet in the Pacific, Current Operations and Readiness Officer for the NATO Staff of Supreme Allied Commander Europe and held battlegroup, aircraft carrier and fighter squadron commands. Vice Admiral Unruh received numerous awards for his service in the U.S. Navy, including the Distinguished Service Medal, the Defense Superior Service Medal, the Legion of Merit and the Air Medal.THE COMPENSATION COMMITTEE OF

THE BOARD OF DIRECTORS

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