2005 Compensation for Non-Employee Directors

Executive Compensation Plan Agreement

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This Executive Compensation Plan Agreement involves

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Title: 2005 Compensation for Non-Employee Directors
Date: 3/24/2005
Industry: CMPSRV

Summary of EDS Non-Employee Director Compensation Program

Exhibit 10.5

2005 Compensation for Non-Employee Directors

Overview

The EDS Compensation Plan for Non-Employee Directors is designed to recognize and reward the important contributions you make as a board member in guiding and directing the company.

Your compensation as a non-employee Director is awarded as an all inclusive annual retainer. You can elect to receive the annual retainer as a lump-sum cash payment, as EDS equity, or you can elect to defer receipt of all or part of your annual retainer until after your service as an EDS Director has ended. You are encouraged to elect at least half of your compensation in equity, enabling you to reap the benefits of the decisions you make as an EDS Director, and more closely align your interests with those of our shareholders.

Payment is made at the beginning of each board year, typically at or following the annual shareholders’ meeting. If a non-employee Director is elected to EDS’ Board during the board year, he or she will receive prorated compensation upon election and will be allowed to choose the form of payment at that time.

Annual Retainer

Your annual retainer (or compensation) is determined as follows:

1.	Base Amount: You will receive an all inclusive base amount of $200,000 per board year, which compensates you for the day-to-day time and energy you spend supporting our shareholders and advising EDS management.

2.	Committee Chairperson Amount: You will receive an additional amount of $15,000 per board year if you serve as a chairperson for one of the board committees.

Payment Form

Your compensation can be delivered in any combination of the following forms of payment:

1.	Lump-Sum Cash Payment – You may receive your compensation as a lump-sum payment at the annual shareholders’ meeting.

2.	Restricted Shares of EDS