**Exhibit 10.8 **

 

 

***Personal & Confidential***

 

August 14, 2006

 

 

Mr. William G. Thomas

[address]

 

Dear Bill,

 

Further to our recent discussions in Plano, the purpose of this letter is to confirm the intentions of EDS Corporation (EDS) inregards to your pension benefit.  As a highly valued and long-serving employee,we are please to provide you with an enhanced retirement income benefit, asoutlined below.

 

This letter is written to you in yourcapacity as an employee of Electronic Data Systems Limited (the **Company**).

 

Apart from terms defined in thisletter, any defined terms used shall have the same meaning as in the Rules ofthe Electronic Data Systems Retirement Plan (the **Plan**).  If youremployment with the Company terminates for any reason other than (i) for Cause(defined in Attachment A), or (ii) because you resign prior to attaining theage of 50, then you will be entitled to receive the following:

 

-  **Termination before age 50**-     If, when your employment with the Company terminates and you have not     reached age 50, you will be entitled to receive an early retirement     benefit at age 50 from the Plan.  The early retirement benefit will be     augmented such that the pension will be unreduced (i.e. no actuarial     reduction will apply) between age 60 and age 65 as a consequence of taking     it before Normal Retirement Date but otherwise calculated in accordance     with the Rules of the Plan, based on Pensionable Service and Final     Pensionable Salary (as defined in the Plan Rules) as at the date on which     your employment with the Company terminated.  This benefit is payable from     age 50.  If you choose to defer the 
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Mr. William G. Thomas

August 14, 2006

Page 2 of 3

 

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payment of the benefit further theoverriding legislation under the Finance Act 2004 (whereby the earliest age atwhich you can draw your deferred benefit is increased to age 55 at 6thApril 2010) will apply.

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-  **Termination on or after age 50**-     If, when your employment with the Company terminates and you have reached     or passed age 50, the Company will consent to and you may receive an early     retirement pension from the Plan but subject always to the Rules of the     Plan.  The early retirement pension will be unreduced (i.e. no actuarial     reduction will apply) between age 60 and age 65 as a consequence of taking     it before Normal Retirement Date but your pension will otherwise be     calculated in accordance with the Rules of the Plan, based on Pensionable     Service and Final Pensionable Salary (as defined in the Plan Rules) as at     the date on which your employment with the Company terminated.
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You will be responsible for any incometax that arises on the payments made to you.  Nothing in this agreement shallrequire that EDS Trustee Limited (the Trustee) make, or require the Company toprocure that the Trustees make, an unauthorized payment (as defined in theFinance Act 2004) or, to the extent relevant, any payment that might cause theRegistered Pension Schemes (Modification of the Rules of Existing Schemes) Regulations 2006 to cease to apply to the Plan.

 

Sincerely,

 

 

/S/ RONALD A. RITTENMEYER

Ronald A. Rittenmeyer

Chief Operating Officer

 

cc: Michael E. Paolucci

 

I ACCEPT THE TERMS OUTLINED IN THISLETTER

 

 

/S/ WILLIAM G. THOMAS                                21/8/06

William G. Thomas                                               Date

 

 

 

 

Mr. William G. Thomas

August 14, 2006

Page 3 of 3

 

 

**AttachmentA**

 

 

"Cause" means: the Executive had (a)been convicted of, or pleaded guilty to, an arrestable offence (other than fora road traffic offence for which a non-custodial penalty is imposed): (b)willfully and materially failed to follow EDS' lawful and appropriate policies,directives or orders applicable to EDS employees holding comparable positionsthat resulted in significant harm to EDS (recognizing that Executive shall notbe obligated to follow policies, directives or orders that are unethical orwould required Executive to violate his duties and/or obligations to EDS, itsBoard of Directors, or its shareholders): (c) willfully and intentionallydestroyed or stolen EDS property or falsified EDS documents; (d) willfully andmaterially violated the EDS Code of Business Conduct that resulted insignificant harm to EDS; or (e) engaged in conduct that constitutes grossmisconduct or willful gross neglect with respect to employment duties thatresulted in significant harm to EDS.  For purposes of the definition of Cause,no act or failure to act on the part of the Executive shall be considered"willful" unless it is done, or omitted to be done, by the Executiveintentionally, in bad faith and without reasonable belief that the Executive'saction or omission was in the best interest of EDS.