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                                                                   EXHIBIT 10(n)

                         MANAGEMENT CONSULTING SERVICES
                     SPECIAL RETENTION EMPLOYMENT AGREEMENT


     This Special Retention Management Consulting Services Employment Agreement
between the Company (as defined below) and Fred G. Steingraber ("Employee"), is
entered into as of the date set forth on the signature page hereof.

1.   General.    The Company and Employee entered into a Management Consulting
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     Services Agreement, dated February 28, 1998. That Agreement, which set
     forth the terms of Employee's employment with the Company is expressly
     incorporated into this Agreement and all of its terms and conditions are
     adopted and made a part hereof.  The Company and Employee, in recognition
     of Employee's value to the Company, hereby agree to the following terms of
     Employee's employment with the Company effective December  1, 1998 (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, Inc." shall mean the Company, and all of its direct and
          indirect subsidiaries.

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

     d.   "Cause" shall have the meaning as defined in Employee's Management
          Consulting Services Employment Agreement, dated February 28, 1998.

     e.   "Retention Period" shall be the period beginning with the Effective
          Date (December 1, 1998), up to and including January 31, 2001.

     f.   "Sale" (including "Sell(s)" and/or "Sold") of A.T. Kearney, Inc. shall
          mean any transaction by EDS that results in EDS transferring a 50% or
          greater ownership interest in A.T. Kearney, Inc. to a business entity
          that is not owned by or otherwise affiliated with EDS.  The terms
          "Sale", "Sell(s)", and/or "Sold" shall not include initial and/or
          secondary public offerings of the stock of A.T. Kearney, Inc.
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     g.   "Effective Date Of The Sale" shall mean the date on which a 50% or
          greater ownership interest in A.T. Kearney, Inc. is transferred from
          EDS to another business entity that is not owned or otherwise
          affiliated with EDS.

3.   Sale Bonus.  If EDS Sells A.T. Kearney, Inc. during the Retention Period,
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     the Employee shall receive a Sale bonus equal to twice the highest annual
     performance bonus paid to Employee to date during the retention period, but
     in no instance less than twice the 1997 annual performance bonus.  Such
     bonus shall be paid within one (1) month of the Effective Date Of The Sale,
     provided that Employee is an employee of the Company on the Effective Date
     Of The Sale.  Following the Effective Date Of The Sale:

     a.   If Employee elects to continue employment with A.T. Kearney, Inc. or
          the purchaser of A.T. Kearney, Inc. without any break in service,
          Employee will not be considered to have terminated employment with the
          Company pursuant to Section 3 of Employee's Restricted Stock Unit
          Agreement (dated August 31, 1995) or Section 3 of Employee's
          Nonqualified Stock Option Agreements (dated December 17, 1996 and
          December 17, 1997), and his rights to acquire shares of EDS stock and
          options to purchase EDS stock granted under those Agreements shall
          continue pursuant to the terms and conditions set forth in those
          Agreements.

     b.   If after the Effective Date Of The Sale Employee's employment with
          A.T. Kearney, Inc. or the purchaser of A.T. Kearney, Inc. is
          terminated, Employee's rights to acquire shares of EDS stock and/or
          options to purchase shares of EDS stock shall be governed by the terms
          and conditions set forth in the Agreements referred to in Paragraph
          3(a) herein.

     In the event either a Letter of Intent (LOI) or Memorandum of Understanding
     (MOU) regarding the Sale of A.T. Kearney is executed during the Retention
     Period but the actual Sale relating to that particular LOI or MOU is
     concluded after the Retention Period, the Employee will receive the Sales
     Bonus described above if employed by the Company on the Effective Date of
     the Sale.  If Employee is not employed with the Company on the Effective
     Date Of The Sale of A.T. Kearney, Inc., Employee will not be eligible to
     receive the Sale Bonus described above.

4.   Termination Without Cause. If Employee's employment is terminated by the
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     Company without Cause (as defined in Employee's Management Consulting
     Services Employment Agreement, dated February 28, 1998) during the
     Retention Period, irrespective of whether A.T. Kearney, Inc. is Sold during
     the Retention Period, Employee will continue to be paid Employee's then-
     current salary and last annual bonus for a period of 24 months from date of
     termination. EDS reserves the right, however, to cease payment of
     Employee's then-current salary and last annual bonus if

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     Employee, within one year of Employee's termination, engages in competition
     with EDS (either directly or indirectly) as defined in paragraphs 7 (a-c)
     of Employee's Management Consulting Services Employment Agreement, dated
     February 28, 1998. If A.T. Kearney, Inc. is not Sold during the Retention
     Period, and if Employee's employment is terminated by the Company without
     Cause (as defined in Employee's Management Consulting Services Employment
     Agreement, dated February 28, 1998) during the Retention Period, Employee
     will be paid a bonus equal to twice the highest annual performance bonus
     paid to Employee to date during the retention period, but in no instance
     less than twice the 1997 annual performance bonus. Such bonus shall be paid
     to Employee within thirty (30) days of such termination. In such event, the
     Employee's rights to acquire shares of EDS stock and options to purchase
     EDS stock as provided in Employee's Restricted Stock Unit Agreement (dated
     August 31, 1995) and Nonqualified Stock Option Agreements (dated December
     17, 1996 and December 17, 1997) shall continue pursuant to the terms of
     those Agreements.

5.   Entire Agreement.  This Agreement, together with the Management Consulting
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     Services Agreement dated February 28, 1998 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,
     the Nonqualified Stock Option Agreements dated December 17, 1996 and
     December 17, 1997, and the Restricted Stock Unit Agreement, constitute the
     parties' entire agreement, and together they supersede and prevail over all
     other prior agreements, understandings or representations by or between the
     Company, EDS, A.T. Kearney, Inc. 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.

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

     DATE:  December 1, 1998
           ------------------------

                                             Employee


                                             Fred G. Steingraber
                                             ------------------------------




A.T. Kearney, Inc.                      Electronic Data Systems Corporation


By: /s/ David w. asper                  By: /s/ Gary J. Fernandes
    -------------------------------         -------------------------------

Name:   David W. Asper                  Name:   Gary J. Fernandes
      -----------------------------           -----------------------------

Title:  Vice President                  Title:  Vice Chairman
       ----------------------------            -----------------------------

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