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                                                                   EXHIBIT 10(o)

                        MANAGEMENT CONSULTING SERVICES
                             EMPLOYMENT AGREEMENT


          This Agreement (the "Agreement") between the Company (as defined
below) and Fred G. Steingraber ("Employee") is entered into effective as of the
date set forth on the signature page hereof.

1.   General.  In consideration of, among other things, EDS entering into a
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     Restricted Stock Unit Agreement with the Employee pursuant to which EDS
     granted to the Employee Restricted Stock Units under the Electronic Data
     Systems Corporation Stock Incentive Plan (the "SIP"), the Company and the
     Employee entered into a Management Consulting Services Employment
     Agreement, dated as of August 31, 1995, pursuant to which the Company and
     Employee agreed to the terms of Employee's employment with the Company for
     the period commencing on August 31, 1995 and ending on August 31, 2000.
     The Company and Employee are hereby agreeing to the terms of the Employee's
     employment with the Company effective September 1, 2000 (the "Effective
     Date").

2.   Certain Definitions.
     -------------------

     a.   "EDS" shall mean Electronic Data Systems Corporation, a Delaware
          corporation, and all of its direct and indirect subsidiaries and
          affiliated entities (including the Company).

     b.   "A.T. Kearney" shall mean the Company, and all of its direct or
          indirect subsidiaries.

     c.   The "Company" shall mean A.T. Kearney, Inc.,  a Delaware corporation
          and subsidiary of Electronic Data Systems Corporation.

     d.   The "Board of Directors" or the "Board" shall mean the Board of
          Directors of the Company.

     e.   "Confidential Information" shall mean all business information,
          technological information, intellectual property, (including, but not
          limited to, methodologies, procedures, manuals, directories, software,
          data files, know-how and management tools), trade secrets, client
          lists and other information belonging to EDS or relating to EDS's
          business, technology or customers, or belonging to A. T. Kearney or
          relating to A. T. Kearney's business, technology or clients other than
          information which Employee can demonstrate is generally available to
          the public otherwise than through a breach by Employee of Employee's
          obligations hereunder.

     f.   The term "participate" shall mean lending one's name to, acting as a
          consultant or advisor to, being employed by, or acquiring any direct
          or indirect interest in any
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          business or enterprise, whether as a stockholder, lender, partner,
          officer, director, employee, investor or otherwise (other than by
          ownership of less than five percent of the stock of a publicly-held
          corporation).

     g.   "Cause" shall mean (i) intentional or knowing refusal to perform
          Employee's lawful duties; (ii) material breach of this Agreement;
          (iii) material misconduct; (iv) material failure to follow the
          Company's policies, directives or orders applicable to Company
          employees holding comparable positions; (v) intentional destruction or
          theft of A. T. Kearney or EDS property or falsification of A. T.
          Kearney or EDS documents; (vi) conviction of a felony or any crime
          involving moral turpitude; or (vii) material violation of the EDS Code
          of Conduct.

     h.   "Management Consulting" shall mean researching, developing, marketing
          or providing professional management consulting services, including
          without limitation management consulting services related to business
          or marketing strategy, technology assessment, organizational
          effectiveness, marketing, sales, manufacturing, operations, physical
          distribution, logistics, executive search, business process re-
          engineering, strategic sourcing, information technology or litigation
          support.

3.   Employment.
     ----------

     a.   Provided that Employee is employed by the Company as of the Effective
          Date, on the Effective Date, the Company agrees to employ Employee and
          Employee agrees to accept employment with the Company upon the terms
          as described in this Agreement.  On the Effective Date, Employee will
          be employed by the Company with the title of Chief Executive Officer
          of the Company and, under the direction and subject to the control of
          the Board of Directors, shall be responsible for the business and
          affairs of the Company and have general executive charge, management
          and control of the Company, with all such powers with respect to such
          business, affairs, properties and operations as may be reasonably
          incident to such responsibilities.

     b.   Employee understands that this Agreement shall terminate and be of no
          further force and effect in the event that Employee's employment with
          the Company is terminated for any reason prior to the Effective Date.

4.   Duration of the Agreement.  Employee understands that, as of the Effective
     -------------------------
     Date,  Employee's employment with the Company is terminable at will and not
     for any specified duration.  Either the Company or Employee may terminate
     the employment relationship with or without Cause at any time with or
     without prior notice.  Employee's obligations under Paragraphs 6, 7, 9, 12
     and 13 shall survive any termination of employment.

5.   Compensation.  As compensation for all services rendered to the Company, in
     ------------
     whatever capacity rendered, the Company agrees to provide Employee the
     following compensation package:

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     a.   As of the Effective Date, Employee's initial annual base salary shall
          be not less than Employee's annual base salary in effect as of August
          31, 2000, but may thereafter be adjusted at the Company's discretion.
          Such base salary shall be payable in accordance with the then current
          payroll practices of the Company.

     b.   Employee will be eligible to participate in the Company's performance
          compensation arrangements, as may be in effect from time to time.

     c.   Employee will be eligible to participate in all Company employment
          benefits generally provided from time to time to full-time employees
          and normal officer perquisites  approved by the Board of Directors of
          the Company, subject to satisfying any eligibility requirements, and
          subject to any other terms or conditions established by the Board of
          Directors or other A. T. Kearney governing body.  Employee
          acknowledges that to the maximum extent permitted by law employment
          benefits provided by the Company are subject to change in the
          discretion of the Company.

6.   Disclosure of Confidential Information.  During and following Employee's
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     employment with the Company, Employee agrees not to disclose or use any
     Confidential Information, other than in connection with authorized
     activities conducted in the course of Employee's employment with the
     Company without the written approval of the Company.  Also, within ten days
     of the termination of Employee's employment for any reason, Employee shall
     return to the Company all property, documents and other tangible items
     (including, but not limited to methodologies, procedures, manuals,
     computers, directories, software, data, data bases and client lists),
     including all complete or partial copies thereof (whether in physical or
     electronic format) belonging or relating to A. T. Kearney or its clients or
     to EDS or its clients, obtained during Employee's employment that are in
     Employee's possession, custody or control.

7.   Non-Solicitation/No-Hire.  If Employee's employment with the Company is
     ------------------------
     terminated for Cause or Employee voluntarily terminates Employee's
     employment, Employee agrees not to, for a period of one year following
     Employee's termination of employment, directly or indirectly, including
     through one or more affiliates, conduct or participate in:

     a.   Hiring, attempting to hire or assisting any other person in hiring or
          attempting to hire, or inducing to leave the employ of A. T. Kearney
          or EDS, any employee or officer of  A. T. Kearney or EDS, any person
          who was an A. T. Kearney or EDS employee or officer within the six-
          month period prior to the termination of Employee's employment, or any
          contractor of A. T. Kearney or EDS who performed services for A. T.
          Kearney or EDS in the six-month period prior to the termination of
          Employee's employment;

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     b.   Soliciting the business of either: (i) any A. T. Kearney or EDS
          customer to whom Employee rendered services during the 12-month period
          prior to termination of Employee's employment (a "Specific Customer");
          or (ii) any person or entity whose business Employee (on behalf of A.
          T. Kearney or EDS or otherwise) solicited by multiple contacts during
          the six-month period prior to such termination (a "Specific Contact");
          or

     c.   Any activity for any Specific Client or Specific Contact which is the
          same as or similar to those activities Employee performed for such
          Specific Client during the three-year period prior to the Employment
          Termination Date, or proposed to perform for such Specific Contact
          during the one-year period prior to the termination of Employee's
          employment.

     Employee agrees that if Employee acts in violation of this Paragraph 7, the
     number of days Employee is in such violation will be added to any periods
     of limitation on Employee's activities specified herein.  In addition,
     Employee agrees that during the duration of this Agreement and during the
     period of limitation on Employee's activities specified in this Paragraph
     7, Employee shall promptly deliver a true and correct copy of this
     Agreement to any prospective employer of Employee.

     If (and only if) EDS elects to discontinue all of its Management Consulting
     operations conducted by A. T. Kearney as an entirety and after making such
     election does not sell, transfer or otherwise convey any of the assets or
     liabilities of such Management Consulting operations to any other party
     (other than any furniture, fixtures and equipment which will not be used by
     such party in the conduct of a Management Consulting business), this
     Paragraph 7 shall be of no further force and effect from and after the date
     such Management Consulting operations completely cease.

8.   Development of Methodologies.  During the course of Employee's employment
     ----------------------------
     with the Company, Employee may work on or be a part of the development of
     management consulting methodologies, technologies, tools or other systems
     for A. T. Kearney or EDS.  Employee understands and agrees that any and all
     methodologies, technologies, tools and other systems developed by employees
     of A. T. Kearney (including methodologies, technologies, tools and other
     systems developed by Employee) and the methodologies, technologies, tools
     and other systems and business information of A. T. Kearney and EDS, shall
     be, and remain, the sole and absolute property of A. T. Kearney and/or EDS
     and that Employee shall acquire no rights to any of these.

9.   Assignment of Inventions and Copyrights.  In further consideration of
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     employment under this Agreement, Employee agrees that any and all
     copyrights, inventions, improvements, discoveries or processes authored,
     developed or discovered by Employee as a result of Employee's employment
     with the Company shall be fully disclosed to the Company and the same shall
     be the sole and absolute property of A. T. Kearney; and upon the request of
     A. T. Kearney, Employee shall execute, acknowledge and deliver such
     assignments and other documents as A. T. Kearney may consider necessary or
     appropriate to vest all rights, titles

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     and interests therein to A. T. Kearney. Employee further agrees that A. T.
     Kearney may use Employee's image as appropriate in the conduct of its
     business.

     In addition, Employee represents and agrees that, in consideration of
     Employee's prior employment with A. T. Kearney, any and all copyrights,
     inventions, improvements, discoveries or processes authored, developed or
     discovered by Employee as a result of Employee's employment with A. T.
     Kearney have been fully disclosed to Kearney and the same are now the sole
     and absolute property of A. T. Kearney; and upon the request of A. T.
     Kearney, Employee shall execute, acknowledge and deliver such assignments
     and other documents as A. T. Kearney may consider necessary or appropriate
     to vest all rights, titles and interests therein to A. T. Kearney.

10.  Exclusive Service.  Employee agrees to devote Employee's full time and best
     -----------------
     efforts to the performance of Employee's employment under this Agreement.
     While employed by the Company, Employee agrees not to engage in any other
     employment or business venture without the prior consent of the Company,
     unless to do so would in no way affect or conflict with the performance of
     Employee's duties for the Company.  During the period Employee is employed
     by the Company Employee may (i) with the permission of the Board of
     Management of the Company, serve on corporate, civic or charitable boards
     or committees; provided, however, that no such permission shall be required
     for service on the board of any corporation owned solely by the Employee's
     immediate family members, (ii) deliver lectures, fulfill speaking
     engagements or teach at educational institutions and (iii) manage personal
     investments, so long as such activities do not materially interfere with
     the performance of the Employee's responsibilities as an employee of the
     Company in accordance with this Agreement.

11.  Monies Owed to the Company.  Upon the termination of Employee's employment
     --------------------------
     from the Company, Employee agrees to authorize the Company to deduct from
     Employee's final wages or other monies due to Employee any debts or
     financial obligations owed to the Company or EDS by Employee.

12.  Arbitration.  Subject to Paragraph 14, Employee agrees that any controversy
     -----------
     or dispute between Employee and the Company, A. T. Kearney, or EDS relating
     to or arising out of Employee's employment or the termination thereof
     (other than disputes regarding an alleged violation of Paragraphs 6, 7 or 9
     of this Agreement) including any claim of wrongful termination,
     constructive termination, employment discrimination, or workplace torts,
     but excluding disputes regarding an alleged violation of Paragraphs 6, 7 or
     9 of this Agreement, shall be fully and finally resolved pursuant to the
     Dispute Resolution and Arbitration Procedures attached as Addendum 1 and
     fully incorporated herein.

13.  Remedies.  Employee understands and agrees that the Company, A. T. Kearney
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     and EDS will be irreparably damaged in the event that the provisions of
     paragraphs 6, 7 or 9 of this Agreement are violated.  Employee agrees that
     each of the Company and EDS shall be entitled (in addition to any other
     remedy to which it may be entitled, at law or in equity) to

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     an injunction to redress breaches of Paragraphs 6, 7 and 9 of this
     Agreement and to specifically enforce the terms and provisions thereof.

14.  Enforcement.  If the scope of any provision contained in this Agreement is
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     too broad to permit enforcement of such provision to its full extent, then
     such provision shall be enforced to the maximum extent permitted by law,
     and Employee hereby consents that such provision may be reformed or
     modified accordingly, and enforced as reformed or modified, in any
     proceeding brought to enforce such provision.

15.  Separability.  Subject to the provisions of Paragraph 14, whenever
     ------------
     possible, each provision of this Agreement will be interpreted in such a
     manner as to be effective and valid under applicable law, but if any
     provision of this Agreement is held to be prohibited by or invalid under
     applicable law, such provision, to the extent of such prohibition or
     invalidity, shall be deemed not to be part of this Agreement, and shall not
     invalidate the remainder of such provision or the remaining provisions of
     this Agreement.

16.  Governing Law.  Except as specifically provided in Paragraph 12 above or in
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     the Dispute Resolution Arbitration Procedures attached as Addendum 1,  any
     action or proceeding arising out of or relating to this Agreement shall be
     governed by and interpreted under the laws of Illinois, except for actions
     or proceedings arising out of the alleged violations of Paragraph 7, which
     shall be governed by and interpreted under the laws of the state in which
     Employee had Employee's principal Company office at the time of termination
     from employment.

17.  Amendments.  This Agreement may not be modified or amended except by a
     ----------
     written instrument executed by Employee and the Chairman of the Board of
     the Company.

18.  Third Party Beneficiary.  EDS shall be a third party beneficiary of this
     -----------------------
     Agreement, entitled to enforce its rights set forth herein.

19.  Assignment.
     ----------

     a.   This Agreement is personal to the Employee and without the prior
          written consent of the Company shall not be assignable by the Employee
          otherwise than by will or the laws of descent and distribution.  This
          Agreement shall inure to the benefit of and be enforceable by the
          Employee's legal representatives.

     b.   This Agreement may be assigned by the Company or any of its assignees
          to any of their respective affiliates or to a successor to all or a
          substantial portion of the assets or business of the Company.  This
          Agreement shall inure to the benefit of the Company.

20.  Location of Services; Dual Contracts.  In the event Employee has
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     substantial responsibilities in more than one jurisdiction, the Company
     will consider in good faith a request of Employee to enter into a dual
     contract relationship with the Company and the appropriate affiliate of

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     the Company in the jurisdiction where Employee is providing such services
     on mutually agreeable terms and conditions.

21.  Entire Agreement.  This Agreement, together with the Management Consulting
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     Services Agreement dated as of August 31, 1995 between Employee and the
     Company (the "Original Agreement"), the Non-Competition Agreement among
     Employee, Electronic Data Systems Corporation and the Company dated August
     31, 1995, and the Restricted Stock Unit Agreement, constitutes the parties'
     entire agreement, and supersedes and prevails over all other prior
     agreements, understandings or representations by or between the Company,
     EDS, Kearney or any of their respective successors, on the one hand, and
     the Employee, on the other hand, whether oral or written, with respect to
     the subject matter herein.

22.  Original Agreement.  If during the period commencing on the date hereof and
     ------------------
     ending on August 31, 2000, the terms of this Agreement conflict or are
     inconsistent with the Original Agreement, the terms of the Original
     Agreement shall govern.  Provided that Employee's employment with the
     Company shall not have been terminated prior to the Effective Date, as of
     the Effective Date, the terms of this Agreement shall govern in the event
     the terms of this Agreement conflict or are inconsistent with the Original
     Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth below:

     DATE: February 28, 1998


                                   EMPLOYEE


                                   /S/ FRED G. STEINGRABER
                                   -----------------------------------------
                                   FRED G. STEINGRABER


                                   A.T. KEARNEY, INC.


                                   By: /s/ GARY J. FERNANDES
                                      --------------------------------------
                                   Name: GARY J. FERNANDES
                                        ------------------------------------
                                   Title: VICE CHAIRMAN, EDS
                                         -----------------------------------

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