EMPLOYMENT AGREEMENT

Exhibit 10. 5

CHANGE OF CONTROL

EMPLOYMENT AGREEMENT

This Agreement, by and between Electronic Data Systems Corporation, a Delaware Corporation, its successors and assigns ("Company"), and Charles S. Feld ("Executive"), which supersedes and replaces all Change of Control Employment Agreements previously executed between Company and Executive (which previous Agreements Executive acknowledges are of no further force or effect), is dated as of the date executed by Executive as indicated on the last page of this Agreement ("Agreement").

The Compensation and Benefit Committee of the Company's Board of Directors, on behalf of the Board of Directors of the Company ("Board"), has determined it is in the best interests of the Company and its shareholders to assure the Company will have the continued dedication of Executive, notwithstanding the possibility, threat or occurrence of a Change of Control. The Board believes it is imperative to diminish the inevitable distraction of Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control.  Therefore, in order to accomplish these objectives, the Compensation and Benefit Committee of the Board has caused the Company to enter into this Agreement.

The parties hereby agree as follows:

1.  Effect of Agreement.

Unless and until there occurs, during the Term of this Agreement, a Change of Control or a termination or resignation of Executive's employment in anticipation of a Change of Control as contemplated by Section 3, this Agreement shall have no effect and shall not provide any rights or benefits to Executive.  Similarly, unless and until there occurs, during the Term of this Agreement, a Change of Control or a termination or resignation of Executive's employment in anticipation of a Change of Control as contemplated by Section 3, and unless contrary to applicable law or the terms of a written contract executed by and/or approved by the Chief Executive Officer of the Company, employment with the Company remains of an indefinite term and may be ended, with or without cause, at any time by either Executive or the Company, with or without previous notice. 

2.  Terms of Employment.

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(A)  Position and Duties.

(1) During the Protected Period, Executive's services shall be performed at the office where Executive was employed immediately preceding the date of the Change of Control or any office or location less than 50 miles from such office, unless Executive is on international assignment on the date of the Change of Control and is relocated as a result of Executive's being repatriated pursuant to the terms of Executive's international assignment agreement as in effect before the date of the Change of Control.

(2) During the Protected Period, Executive agrees to devote reasonable attention and time during normal business hours (except when on authorized vacation, holidays or sick leave) to the business and affairs of the Company, and, to the extent necessary to discharge the responsibilities assigned to Executive, to use Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities; provided, that Executive may (A) contingent upon obtaining all required approvals, serve on corporate, civic or charitable boards and committees, (B) fulfill speaking engagements, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of Executive's responsibilities as an employee of the Company; and provided, further, that to the extent that any such activities have been conducted by Executive before the date of the Change of Control, the continued conduct of such activities after the date of the Change of Control shall not be deemed to significantly interfere with the performance of Executive's responsibilities to the Company.

(B)  Compensation.

(1) Base Salary. During the Protected Period, Executive shall continue to receive the same annual base salary Executive was receiving immediately preceding the date of the Change of Control. Executive shall be paid at such intervals as the Company pays executive salaries generally. During the Protected Period, Executive's annual base salary shall be reviewed for possible increase at least annually, beginning no more than 12 months after the last such annual review prior to the date of the Change of Control.

(2) Incentive Compensation.  Executive shall remain eligible to receive the same annual target bonus (as a percentage of base salary) and other forms of short-term incentive compensation.  In addition, during the Protected Period, Executive shall remain eligible to participate in all long-term, stock-based and other incentive plans, practices, policies and programs generally applicable to peer executives of the Company. 

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(3) Savings and Retirement Plans. During the Protected Period, Executive shall remain eligible to participate in the savings and retirement plans, practices, policies and programs generally applicable to peer executives of the Company. Without limiting the generality of the foregoing, Executive shall continue to participate in the EDS Supplemental Executive Retirement Plan.

(4) Welfare Benefit Plans. During the Protected Period, Executive and/or Executive's eligible dependents, as the case may be, shall remain eligible to participate in and receive benefits under welfare benefit plans, practices, policies and programs provided by the Company (including without limitation medical, prescription drug, dental, vision, disability, life insurance, accidental death and dismemberment, and travel accident insurance plans and programs) to the extent generally applicable to peer executives of the Company. 

(5) Expenses. During the Protected Period, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Executive in accordance with the policies, practices and procedures of the Company to the extent generally applicable to peer executives of the Company. 

(6) Fringe Benefits. During the Protected Period, Executive shall be entitled to fringe benefits in accordance with the plans, practices, programs and policies of the Company to the extent generally applicable to peer executives of the Company.  

(7) Vacation. During the Protected Period, Executive shall be entitled to paid vacation in accordance with the plans, policies, programs and practices of the Company as in effect for Executive immediately preceding the date of the Change of Control. 

3. Termination of Employment.

(A) By the Company. The Company may terminate Executive's
employment during the Protected Period for Cause or without Cause. 

(B) By Executive. Executive may terminate employment during the
Protected Period for Good Reason or without Good Reason. 

(C) Termination or Resignation In Anticipation of a Change of
Control.  

(1)  Termination In Anticipation of a Change of Control.  Despite anything in this Agreement to the contrary, if (a) a Change of Control occurs, (b) Executive's employment with the Company is terminated by the Company before the Change of Control occurs in a manner and under circumstances that would be considered a termination by the Company without

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Cause if it had occurred during the Protected Period, and (c) the Company cannot reasonably demonstrate such termination of employment was not at the request of a third party that had taken steps reasonably calculated to effect the Change of Control or otherwise did not arise in connection with or in anticipation of the Change of Control, then such termination shall be treated for all purposes of this Agreement as a termination by the Company without Cause during the Protected Period, which will entitle Executive to receive, on the later of such Change of Control or such termination, the unconveyed payments and benefits described in Section 4 (Obligations of the Company upon Termination).

(2)  Resignation In Anticipation of a Change of Control.  Despite anything in this Agreement to the contrary, if: (a) a Change of Control occurs, (b) Executive resigns for Good Reason either prior to or within 30 days following a Change of Control on the basis that events occurring prior to the Change of Control would have enabled him to terminate his employment for Good Reason had such events occurred during the Protected Period, and (c) the Company cannot reasonably demonstrate the events occurring prior to the Change of Control, that would have enabled him to terminate his employment for Good Reason had such events occurred during the Protected Period, were not taken at the request of a third party that had taken steps reasonably calculated to effect the Change of Control or otherwise did not arise in connection with or in anticipation of the Change of Control (e.g., Executive's role is reduced three months prior to a Change of Control, but the Company cannot reasonably demonstrate that such reduction in role was not at the request of an acquiring entity or was otherwise unrelated to an anticipated Change of Control), then such resignation shall be treated for all purposes of this Agreement as a resignation for Good Reason during the Protected Period, which will entitle Executive to receive, on the later of such Change of Control or such resignation, the unconveyed payments and benefits described in Section 4 (Obligations of the Company upon Termination).

4.  Obligations of the Company upon Termination.

(A)  If, during the Protected Period, the Company involuntarily terminates Executive's employment other than for Cause (excluding termination for death or Disability) or Executive voluntarily terminates employment for Good Reason and Executive executes a separation agreement substantially in the form attached hereto as Exhibit "A" within 45 days after the Date of Termination (hereinafter "Separation Agreement") (which will include amongst its other terms an agreement by Executive to release and/or waive any and all existing claims he/she may have against the Company) that becomes effective and binding:

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(1) the Company shall pay to Executive, the following:

(a) a lump sum payment, within 5 days after the Date of Termination, equal to Executive's accrued, but unpaid base salary through the Date of Termination, less all applicable deductions;

(b) a lump sum payment, within 53 days after the Date of Termination, equivalent to 2.99 times Executive's final annual base salary, less all applicable deductions;

(c) a lump sum payment, within 53 days after the Date of Termination, equivalent to 2.99 times Executive's annual performance bonus target as approved by the Compensation and Benefits Committee of EDS' Board of Directors for the year in which he/she is terminated, less all applicable deductions;

(d) excluding any deferred stock units as well as any performance based restricted stock units, all restricted stock units and/or stock options awarded to Executive that remain unvested on the Date of Termination shall immediately vest and shall immediately be freed of any restrictions regarding their sale or transfer (other than any such restrictions arising by operation of law), and all such restricted stock units shall be issued within 53 days after the Date of Termination, and with regard to all stock options, other than those stock options awarded to Executive on January 9, 2004, as part of the acquisition of The Feld Group, Inc., the period during which Executive may exercise such options shall be extended through the earlier of (i) one (1) year from the Date of Termination, (ii) the latest expiration date of the original applicable stock option award or (iii) the tenth anniversary of the original date of grant of the applicable stock option award.  With respect to those stock options awarded to Executive as part of the acquisition of The Feld Group, Inc., the period during which Executive may exercise such options shall be extended through the earlier of (x) the latest expiration date of the original applicable stock option award (as may be subsequently amended) or (y) the tenth anniversary of the original date of grant of the applicable stock option award;

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(e) with regard to any performance based restricted stock units [1] awarded to Executive that remain unvested on the Date of Termination, the Target Award of such grants (as defined in the applicable award agreement(s)) shall immediately vest, shall immediately be freed of any restrictions regarding their sale or transfer (other than any such restrictions arising by operation of law) and shall (in reliance on the provision in Treasury Regulation Section 1.409A-3(b) permitting issuance of such restricted stock units on the earlier of the respective schedules set forth in the applicable Grant Agreements, as amended, and a separation from service following a Change of Control under this Agreement) be issued within 53 days after the Date of Termination.  For purposes of this Agreement, the term performance based deferred stock unit or performance based restricted stock unit shall mean deferred or restricted stock units, as applicable, awarded to Executive pursuant to a grant agreement specifying that the actual number of stock units to ultimately be awarded at the end of the performance period is contingent upon specified criteria related to EDS' performance; and

(f) the Target Award of any performance based deferred stock units (as defined in the applicable award agreement(s)) and all other deferred stock units awarded to Executive that remain unvested on the date of the Change of Control shall immediately vest and shall immediately be freed of any restrictions regarding their sale or transfer (other than any such restrictions arising by operation of law or pursuant to the terms of any applicable deferral plan), and the distribution of such deferred stock units shall be determined pursuant to the applicable deferral plan and the specific provisions of each individual deferred stock unit agreement.

(2) If, on the Date of Termination, Executive is a Specified Employee (as such term is defined and determined under the terms of the EDS Benefit Restoration Plan or successor plan(s)):

_________________

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(a) subject to subparagraph (c) below and Executive's execution of a Separation Agreement within 45 days after the Date of Termination that becomes effective and binding, any cash payment required to be paid to Executive pursuant to Sections 4(A)(1)(b) and (c) of this Agreement will, instead of being paid to Executive, be paid by the Company to the EDS Rabbi Trust for Specified Employees (the "Trust") for the benefit of Executive on the eighth day after Executive signs the Separation Agreement and invested in the trustee's Evergreen Institutional Money Market Fund (or a substantially equivalent money market mutual fund).  Such lump sum payment to the Trust, together with any earnings on such payment while being held by the Trust, will be distributed by the trustee to Executive (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination;

(b) subject to subparagraph (c) below and Executive's execution of a Separation Agreement within 45 days after the Date of Termination that becomes effective and binding, in exchange for each and every restricted stock unit and performance restricted stock unit subject to Sections 4(A)(1)(d) and (e) above, a lump sum in cash, in an amount equal to (x) the closing price of a share of common stock of the Company as reported on the New York Stock Exchange on the last trading day immediately prior to the Date of Termination plus (y) any dividend payments on a share of common stock of the Company where the record date for such dividends is on or after the Date of Termination but before the date of payment contemplated by this subparagraph (b), will be paid by the Company to the Trust for the benefit of the Grantee on the eighth day after Executive signs the separation agreement contemplated by subparagraph 2(a) above, and invested in the trustee's Evergreen Institutional Money Market Fund (or a substantially equivalent money market mutual fund).  Such lump sum payment to the Trust, together with any earnings on such payment while being held by the Trust, will be distributed by the trustee to Executive (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination; and

(c) notwithstanding anything in this Section 4(A)(2) to the contrary, none of the amounts described in subparagraphs (a) or (b) above shall be paid into the Trust but instead such amounts shall be paid by the Company to the Executive (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination if Executive is an "applicable covered employee" (as such term is defined in Code Section 409A(b)(3)(D)) on the Date of Termination, and if (x) on the Date of Termination the EDS Retirement Plan or any successor plan is in "at-risk"

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status (as such term is defined in Code Section 430(i)), (y) on the Date of Termination the Company is a debtor in a case under Title 11 of the United States Code or similar Federal or State law or (z) the Date of Termination falls in the twelve month period beginning on the date which is six months prior to the date of termination of the EDS Retirement Plan or any successor plan where, as of the date of such termination, the plan is not sufficient for benefit liabilities (within the meaning of Section 4041 of the Employee Retirement Income Security Act of 1974, as amended).  In addition, none of the amounts described in subparagraphs (a) or (b) above shall be paid into the Trust if such payment would violate the restriction under Code Section 409A(b)(2), but instead such amounts shall be paid by EDS to Executive (less applicable deductions and withholdings) on the first business day after the six month anniversary of the Date of Termination. 

(B)  If Executive's employment is involuntarily terminated for Cause during the Protected Period, the Company shall provide to Executive his/her accrued, but unpaid base salary through the Date of Termination, less all applicable deductions, and shall have no other severance and/or separation obligations to Executive pursuant to the terms of this Agreement.  If Executive voluntarily terminates his/her employment during the Protected Period other than for Good Reason, the Company shall pay his/her accrued, but unpaid base salary through the Date of Termination, less all applicable deductions, and shall have no other severance and/or separation obligations to Executive pursuant to the terms of this Agreement.  If Executive's employment is terminated due to Executive's death or Disability during the Protected Period, the Company shall provide to Executive his/her accrued, but unpaid base salary through the Date of Termination, less all applicable deductions, and, with respect to any deferred stock units, restricted stock units or stock options awarded to Executive, the disposition of such awards upon termination of employment due to death or Disability shall be determined pursuant to the specific provisions of each individual award agreement; otherwise, the Company shall have no other severance and/or separation obligations to Executive pursuant to the terms of this Agreement.

(C)  Notwithstanding any provision in this Agreement to the contrary, this Agreement and the form Separation Agreement in Exhibit A will be interpreted and applied so that the Agreement does not fail to meet, and is operated in accordance with, the requirements of Section 409A of the Internal Revenue Code and the regulations thereunder. 

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5.  Exclusivity of Benefits.

6. Certain Additional Payments by the Company.

(A) If any Payment is subject to an Excise Tax, then the Company shall pay the Executive a Gross-Up Payment (regardless of whether the Executive's employment has terminated). Any such 409A Excise Tax Gross-Up Payment shall be paid within five days after the date the Company receives notice that the Internal Revenue Service has determined such Payment is subject to a 409A Excise Tax (including a copy of such determination), but no later than the date Executive is required to remit such Excise Tax to the Internal Revenue Service.  Notwithstanding the foregoing, if the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, then the Company shall not pay the Executive a Code Section 4999 Excise Tax Gross-Up Payment, and the Payments due under this Agreement shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount; provided, that if even after all Payments due hereunder are reduced to zero, the Parachute Value of all Payments would still exceed the Safe Harbor Amount, then no reduction of any Payments shall be made. The reduction of the Payments due hereunder, if applicable, shall be made by first reducing the payments under Section 4(A)(1)(b), (c), (d) and/or (e), in that order.

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(B) All determinations required to be made under this Section 6 with respect to the Excise Tax imposed by Code Section 4999, including whether and when a Code Section 4999 Excise Tax Gross-Up Payment is required and the amount of such Gross-Up Payment, and whether any Payments are to be reduced pursuant to the second sentence of Section 6(A), shall be made by the Accounting Firm, and shall be binding upon the Company and the Executive, except to the extent the Internal Revenue Service or a court of competent jurisdiction makes an inconsistent final and binding determination. The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 business days after receiving notice from the Executive that there has been a Payment or such earlier time as may be requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Code Section 4999 Excise Tax Gross-Up Payment that becomes due pursuant to this Section 6 shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination, or, if later, at least 20 business days before the Executive is obligated to pay the related Excise Tax. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (an "Underpayment"). In the event the Accounting Firm determines that there has been an Underpayment or the Executive is required to make a payment of any Code Section 4999 Excise Tax as a result of a claim described in Section 6(C), then the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive within five days of the receipt of the Accounting Firm's determination of the amount of the Underpayment.

(C) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after the Executive is informed in writing of such claim. The Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that the Company desires to contest such claim, the Executive shall:

(1)  give the Company any information reasonably requested by the Company relating to such claim,

(2)  take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including without limitation accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

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(3)  cooperate with the Company in good faith in order effectively to contest such claim, and

(4)  permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and shall indemnify and hold the Executive harmless, on an After-Tax basis, for any Excise Tax or Taxes imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 6(C), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either direct the Executive to pay the Taxes claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that, if the Company directs the Executive to pay such claim and sue for a refund, the Company shall, within five days after the date Executive notifies the Company of the claim (including providing a copy of the claim) but no later than the date the payment of taxes with respect to such claim is due, advance the amount of such payment to the Executive, on an interest-free basis, and indemnify and hold the Executive harmless, on an After-Tax basis, from any Excise Tax or Taxes imposed with respect to such advance or with respect to any imputed income in connection with such advance; and provided, further, that any extension of the relevant statute of limitations is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(D) If, at any time after receiving a Gross-Up Payment or an advance pursuant to Section 6(C), the Executive receives any refund of the associated Excise Tax, the Executive shall (subject to the Company's having complied with the requirements o