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                                                                    Exhibit 4(a)

                   EDS UNITED KINGDOM EXECUTIVE DEFERRAL PLAN


                                    ARTICLE I
                                  INTRODUCTION

1.1  Creation. Upon the recommendation of the Compensation and Benefits
     --------
     Committee of its Board of Directors, Electronic Data Systems Corporation, a
     Delaware corporation, hereby adopts the EDS United Kingdom Executive
     Deferral Plan in its entirety, effective January 1, 2002.

1.2  Purpose. The objective and purpose of the Plan is to attract and retain
     -------
     competent officers, key executives and highly compensated employees by
     offering flexible compensation opportunities to officers, key executives
     and highly compensated employees of the Company's United Kingdom Affiliates
     and to offer them an opportunity to defer income to be paid at a later
     date. The Plan is not intended to provide "relevant benefits" within the
     meaning of section 612 of the United Kingdom Income and Corporation Taxes
     Act 1988 ("the Act"). The Plan shall not constitute a "qualified plan"
     subject to the limitations of Section 401(a) of the Code, nor shall it
     constitute a "funded plan" for purposes of such requirements. The Plan
     shall be exempt from the participation and vesting requirements of Part 2
     of Title I of ERISA, the funding requirements of Part 3 of Title I of
     ERISA, and the fiduciary requirements of Part 4 of Title I of ERISA by
     reason of the exclusions afforded plans which are unfunded and maintained
     by an employer primarily for the purpose of providing deferred compensation
     for a select group of management or highly compensated employees.

                                   ARTICLE II
                          DEFINITIONS AND CONSTRUCTION

2.1  Definitions. The following words and phrases shall have the meaning set
     -----------
     forth below, unless a different meaning is required by the context in which
     the word or phrase is used.

     (a)  Account shall mean the bookkeeping account to which a Participant's
          -------
          deferred Compensation is credited, together with any earnings thereon.

     (b)  Additional Credits shall mean amounts credited to a Participant's
          ------------------
          Account pursuant to Section 4.3, and any earnings thereon.

     (c)  Affiliate shall mean (i) a corporation that is a member of a
          ---------
          controlled group of corporations (as determined pursuant to Section
          414(b) of the Code) which includes the Company, and (ii) a trade or
          business (whether or not incorporated) which is under common control
          (as determined pursuant to Section 414(c) of the Code) of the Company.

     (d)  Beneficiary shall mean the person or persons designated by the
          -----------
          Participant in a writing filed with the Committee to receive payment
          of the Participant's Account upon the death of the Participant.

     (e)  Board shall mean the Board of Directors of the Company.
          -----

     (f)  Bonus shall mean any portion of an Eligible Employee's Compensation
          -----
          payable under the EBP ("EBP Bonus"), or designated and payable by the
          Company or an Employer as a bonus.

     (g)  Cash Dividend Equivalent shall mean, with respect to any dividend
          ------------------------
          declared on Common Stock, an amount of cash equal to the per-share
          value of such dividend (whether payable in cash or property).

     (h)  Cause shall mean a Participant has
          -----


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          (i)    violated any of the Employer's policies; or

          (ii)   directly or indirectly competed against the Employer (where
                 indirect competition could include, but not be limited to, the
                 Participant having worked for or with others who compete
                 against the Employer or do work that the Employer may otherwise
                 have had the opportunity to compete for); or violated any
                 material term of any non-compete or non-disclosure agreements
                 which the Participant has entered into with the Employer; or

          (iii)  committed a crime or other offense; or

          (iv)   acted in a way considered adverse to the Employer; or

          (v)    taken an action, or omitted to act in such a way, that is
                 considered contrary to the Employer's interests.

     (i)  Change of Control shall mean a change in control of the Company of a
          -----------------
          nature that would be required to be reported in response to Item 6(e)
          of Schedule 14A of Regulation 14A (or in response to any similar item
          on any similar schedule or form) under the Securities Exchange Act of
          1934, as amended (the "Exchange Act"), whether or not the Company is
          then subject to such reporting requirement; provided, however, that,
          without limiting the generality of the foregoing, a Change of Control
          shall be deemed to have occurred (irrespective of the applicability of
          the initial clause of this provision) if at any time (a) any "person"
          (as such term is used in Sections 13(d) and 14(d) of the Exchange Act,
          but excluding (i) any employee benefit plan of the Company or any
          Affiliate, and (ii) any entity organized, appointed or established by
          the Company pursuant to the terms of any such plan) is or becomes the
          "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
          directly or indirectly, of securities of the Company representing 20%
          or more of the combined voting power of the Company's then outstanding
          securities without the prior approval of at least two-thirds of the
          members of the Board in office immediately prior to such person's
          attaining such percentage interest; (b) the Company is a party to a
          merger, consolidation, share exchange, sale of assets or other
          reorganization, or a proxy contest, as a consequence of which members
          of the Board in office immediately prior to such transaction or event
          constitute less than a majority of the whole Board thereafter; or (c)
          during any period of two consecutive years, individuals who at the
          beginning of such period constituted members of the Board (including
          for this purpose any new member whose election or nomination for
          election by the Company's stockholders was approved by at least
          two-thirds of the members of the whole Board then still in office who
          were members of the Board at the beginning of such period) cease for
          any reason to constitute a majority of the whole Board.

     (j)  CIC Event shall mean such term as defined in Section 6.2.
          ---------

     (k)  Code shall mean the United States Internal Revenue Code of 1986, as
          ----
          amended.

     (l)  Commissions shall mean that portion of an Eligible Employee's
          -----------
          Compensation designated as, and payable by the Company or an Employer
          in the form of, a commission.

     (m)  Committee shall mean the Compensation and Benefits Committee of the
          ---------
          Board, or any successor thereto.

     (n)  Common Stock shall mean the common stock, par value $.01 per share, of
          ------------
          the Company.

     (o)  Company shall mean Electronic Data Systems Corporation, a Delaware
          -------
          corporation.

     (p)  Compensation shall mean the total earnings prior to the deduction of
          ------------
          income tax through the pay-as-you-earn system and the deduction of
          national insurance contributions (excluding any benefits in kind,
          dividend equivalents received or notional payments (within the meaning
          of sections 203B to 203I of the Act)), as required to be set out on
          the Inland Revenue form P60, payable to any


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          Employee by an Employer for a Plan Year, disregarding any Deferral
          Election under the Plan, and increased by amounts not included in
          income through a salary reduction election made pursuant to a
          cafeteria plan or to any other plan involving a salary reduction or to
          an EDS pension scheme. The term "Compensation" shall exclude amounts
          paid to an Employee under any employee benefit plan (such as a stock
          plan, stock option plan or phantom plan) and amounts paid to an
          Employee while receiving payments from the Company or an Employer
          under a plan intended to provide benefits in the case of a termination
          from employment, short-term disability, or long-term disability.

     (q)  Current Year Election shall mean an irrevocable Deferral Election made
          ---------------------
          within 30 days after an individual's date of hire, promotion, job
          change, approval for EBP participation or salary increase which is
          applicable to deferrable items of Compensation that are payable after
          such Deferral Election is made, but in the same Plan Year in which
          such Deferral Election is made. Individuals who are eligible to make a
          Current Year Election pursuant to Section 4.1(b) by reason of
          promotion, job change, approval for EBP participation or Salary
          increase shall be eligible to make such Current Year Election with
          respect to salary and Commissions only, while individuals who are
          eligible to make a Current Year Election pursuant to Section 4.1(b) by
          reason of being newly hired shall be eligible to make such Current
          Year Election with respect to all deferrable items of Compensation.

     (r)  Deferral Election shall mean the agreement between the Company or an
          -----------------
          Employer and an Eligible Employee pursuant to which the Eligible
          Employee consents to participation and the deferral of Compensation
          hereunder, and designates the amount of Compensation to be deferred.

     (s)  Deferral Election Deadline with respect to Plan Years beginning on
          --------------------------
          January 1, 2002, shall mean November 30, 2001and with respect to Plan
          Years beginning on or after January 1 2003, shall mean September 30
          (or, if September 30 falls on a Saturday or Sunday or on a legal
          holiday, the next business day following September 30) of the
          preceding Plan Year; provided that the Deferral Election Deadline with
          respect to salary and Commissions for a Plan Year shall be December 15
          (or if December 15 falls on a Saturday or Sunday or on a legal
          holiday, the next business day immediately following December 15) of
          the preceding Plan Year. Notwithstanding the above, however, the
          following rules shall apply:

          (1)  The Deferral Election Deadline for an Employee who becomes a
               Springing Eligible Employee (as such term is defined in Section
               2.1(w)(4)) or who is newly hired (and otherwise eligible to defer
               by reason of Section 2.1(w)(3)) on or after September 1, but on
               or before November 30, shall be 30 days after the Employee's date
               of hire, promotion, job change, approval for EBP participation,
               or salary increase; provided, however, that the Deferral Election
               Deadline with respect to salary and Commissions for a Plan Year
               shall be December 15 (or, if December 15 falls on a Saturday or
               Sunday or on a legal holiday, the next business day immediately
               following December 15) of the preceding Plan Year.

          (2)  The Deferral Election Deadline for an Employee who becomes a
               Springing Eligible Employee (as such term is defined in Section
               2.1(w)(4) or who is newly hired (and otherwise eligible to defer
               by reason of Section 2.1(w)(3)) on or after December 1, but on or
               before December 31, shall be 30 days after the Employee's date of
               hire, promotion, job change, approval for EBP participation, or
               salary increase; provided, however, that any Deferral Election
               made pursuant to this Section 2.1(s)(2) shall be applicable only
               with respect to deferrable items of Compensation that are payable
               after the Deferral Election is made.

     (t)  Dividend Equivalent shall mean, with respect to any dividend declared
          -------------------
          on Common Stock, a number of stock units (including fractional stock
          units) determined by dividing (i) the product of the per-share
          dividend multiplied by the number of stock units credited to the Stock
          Equivalent Portion of a Participant's Account as of the applicable
          record date for such dividend by (ii) the Fair Market Value of a share
          of Common Stock on such record date.


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     (u)  EBP shall mean the Company's executive bonus program, as in effect
          ---
          from time to time.

     (v)  Eligibility Date means July 1, 2001, and each succeeding July 1
          ----------------
          thereafter.

     (w)  Eligible Employee shall mean an Employee of an Employer who satisfies
          -----------------
          the following requirements:

          (1)  at the Eligibility Date is an Employee on the United Kingdom
               payroll of an Employer eligible to participate in the EBP; or

          (2)  an Employee on the United Kingdom payroll of an Employer whose
               Compensation

               (A)  as of the Eligibility Date, includes salary payable at a
                    rate equal to or in excess of (pounds)133,000 per year, or

               (B)  for the 12 month period ended June 30 equaled or exceeded
                    (pounds)133,000; or

          (3)  an Employee on the United Kingdom payroll of an Employer who is
               hired after the Eligibility Date, but before December 1, and who
               otherwise would have been an Eligible Employee under the
               provisions of this Section 2.1(w); or

          (4)  an Employee on the United Kingdom payroll of an Employer who, by
               reason of promotion, job change, approval for EBP participation,
               or salary increase, satisfies the eligibility provisions of this
               Section 2.1(w) after the Eligibility Date, but before December 1
               ("Springing Eligible Employee").

          For Plan Years commencing on or after January 1, 2003, the
          (pounds)133,000 limit set out in this Section 2.1(w) may be adjusted
          in such manner as the Committee shall determine. In each Plan Year,
          such limit shall also be scaled down to an appropriate level
          (as determined by the Committee) where the Employee in question works
          part time.

          Notwithstanding the foregoing, the following Employees shall not be
          Eligible Employees:

          (1)  any person who is not subject to United Kingdom income taxation
               on Compensation;

          (2)  any person employed by Unigraphics Solutions Inc.; and

          (3)  any person whose Compensation is subject to a tax equalisation
               arrangement.

          Notwithstanding the foregoing, any Employee whom the Committee
          determines is not a member of a select group of management or a highly
          compensated employees will not be an Eligible Employee.

     (x)  Employee shall mean any person employed as an employee by an Employer
          --------
          and on the payroll of an Employer. If a person's status as an employee
          is redetermined retroactively, such redetermination shall not affect
          participation in the Plan prior to the redetermination.

     (y)  Employer shall mean Electronic Data Systems Limited and any other
          --------
          company which, with the consent of the Committee, accepts the
          obligation of an Employer under the Plan. A list of the Employers
          which are currently designated as participating in this Plan is
          attached as Appendix A.

     (z)  ERISA shall mean the United States Employee Retirement Income Security
          -----
          Act of 1974, as amended.

     (aa) Fair Market Value of a share of Common Stock shall mean, as of a
          -----------------
          particular date, (i) if shares of Common Stock are listed on a
          national securities exchange, the mean between the highest and lowest
          sales price per share of Common Stock on the consolidated transaction
          reporting system


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                 for the principal national securities exchange on which shares
                 of Common Stock are listed on that date, or, if there shall
                 have been no such sale so reported on that date, on the last
                 preceding date on which such a sale was so reported, (ii) if
                 shares of Common Stock are not so listed but are quoted on the
                 Nasdaq National Market, the mean between the highest and lowest
                 sales price per share of Common Stock reported by the Nasdaq
                 National Market on that date, or, if there shall have been no
                 such sales reported on that date, on the last preceding date on
                 which such a sale was so reported, or (iii) if the Common Stock
                 is not so listed or quoted but is traded in the
                 over-the-counter market, the mean between the closing bid and
                 asked price on that date, or, if there are no quotations
                 available for such date, on the last preceding date on which
                 such quotations shall be available, as reported by the Nasdaq
                 Stock Market, or, if not reported by the Nasdaq Stock Market,
                 by the National Quotations Bureau Incorporated.

          (bb)   Fixed-Income Equivalent Portion shall mean that term as defined
                 -------------------------------
                 in Section 4.4(a).

          (cc)   IP Award shall mean any RSU, option or other award granted to
                 --------
                 an Employee under the SIP.

          (dd)   Leave of Absence shall mean any Employee's absence from active
                 ----------------
                 employment with an Employer by reason of leave granted in
                 conformity with the Employer's policy other than a disability
                 leave of absence or a permitted absence.

          (ee)   Participant shall mean each Eligible Employee who has properly
                 -----------
                 completed and filed a Deferral Election with the Committee.

          (ff)   Plan shall mean this EDS United Kingdom Executive Deferral
                 ----
                 Plan, as amended from time to time.

          (gg)   Plan Year shall mean the calendar year.
                 ---------

          (hh)   Restricted Period shall mean such term as defined in Section
                 -----------------
                 5.2.

          (ii)   RSU shall mean a restricted stock unit IP Award.
                 ---

          (jj)   Severe Cause shall mean a Participant has been sentenced to
                 ------------
                 five or more years imprisonment in relation to a fraud
                 committed while a director of, or employed by, an Employer.

          (kk)   SIP shall mean the 1996 Incentive Plan of Electronic Data
                 ---
                 Systems Corporation.

          (ll)   Stock Equivalent Portion shall mean that term as defined in
                 ------------------------
                 Section 4.4(a).

          (mm)   Valuation Date shall mean the last business day of each
                 --------------
                 calendar quarter.

     2.2  Construction. If any provision of this Plan is determined to be for
          ------------
          any reason invalid or unenforceable, the remaining provisions of this
          Plan shall continue in full force and effect. All of the provisions of
          this Plan shall be construed and enforced in accordance with the laws
          of the State of Delaware (other than its laws regarding choice of
          laws) and shall be administered according to the laws of such state,
          except as otherwise required by ERISA, the Code or other applicable
          federal Law. The masculine gender, where appearing in this Plan, shall
          include the feminine gender, and vice versa. The terms "delivered to
          the Committee" and "filed with the Committee," as used in this Plan,
          shall include, respectively, delivery to and filing with a person or
          persons designated by the Committee for the disbursement and the
          receipt of administrative forms. Headings and subheadings in the Plan
          are for the purpose of reference only and are not to be considered in
          the construction of this Plan.

                                   ARTICLE III
                            PARTICIPATION AND VESTING

     3.1  Eligibility and Participation. An Eligible Employee who properly
          -----------------------------
          completes and files with the Committee a Deferral Election pursuant to
          which a portion of his Compensation is deferred under the Plan shall


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          become a Participant. A Participant shall remain a Participant until
          his entire Account under the Plan is extinguished, through
          distribution or otherwise.

     3.2  Ceasing to be an Eligible Employee. Status as an Eligible Employee
          ----------------------------------
          will be redetermined from time to time, at least annually. If an
          individual ceases for any reason to be an Eligible Employee, through
          termination of employment or otherwise, his Deferral Election shall
          forthwith terminate, and he shall not again become eligible to make a
          Deferral Election until he again becomes an Eligible Employee.

     3.3  Vesting. Except as provided below, a Participant shall at all times be
          -------
          fully vested in and have a nonforfeitable right to amounts credited to
          his Account.

          (a)  Deferred RSUs Subject to Restrictions. Restricted deferred RSUs
               -------------------------------------
               shall be subject to forfeiture as provided in Section 5.2.

          (b)  Early Distribution Penalty. A Participant who receives an early
               --------------------------
               distribution pursuant to Section 5.5 shall incur a forfeiture as
               provided in such section.

          (c)  Forfeiture of Additional Credits for Cause. Notwithstanding a
               ------------------------------------------
               Participant's eligibility for a distribution from or of his
               Account, the portion of a Participant's Account attributable to
               Additional Credits shall be subject to forfeiture (or, in the
               event any portion thereof has previously been paid, shall be
               subject to repayment) at the Committee's discretion if, upon
               consideration of the facts and circumstances and any advice or
               recommendation of the Employer, the Committee, at any time, finds
               that Cause exists.

          (d)  Waiver and Release. If a Participant or Beneficiary refuses or
               ------------------
               fails to execute a binding waiver and release in such form as the
               Committee may require as a condition of participating in the Plan
               or receiving a distribution from or of a Participant's Account,
               the Committee may, in its discretion, direct that all or any
               portion of such Account be forfeited.

                                   ARTICLE IV
                      DEFERRAL ELECTIONS, MATCHING CREDITS
                                 AND ACCOUNTING

     4.1  Deferral Elections.
          ------------------

          (a)  Elections. Eligible Employees shall be notified of their status
               ---------
               as such. Each Eligible Employee shall be provided an opportunity
               to make Deferral Elections prior to the Deferral Election
               Deadline.

               Deferral Elections for a Plan Year shall be made on forms
               provided by the Committee. Deferral Elections shall be filed with
               the Committee no earlier than the date permitted by the Committee
               and no later than the Deferral Election Deadline. Deferral
               Elections for a Plan Year shall become irrevocable on the
               Deferral Election Deadline.

          (b)  Current Year Elections. Notwithstanding the foregoing, an
               ----------------------
               individual who meets the requirements to be an Eligible Employee
               as of his or her date of hire shall be eligible to make a Current
               Year Election, if his or her date of hire is prior to December 1.
               In addition, an individual who, by reason of promotion, job
               change, approval for EBP participation, or salary increase, meets
               the requirements to be an Eligible Employee after the Eligibility
               Date for a particular Plan Year, but before December 1, shall be
               eligible to make a Current Year Election if he or she is so
               designated by the Chief Executive Officer of the Company or his
               designee.

          (c)  New Elections and Terminations of Elections. A new Deferral
               -------------------------------------------
               Election will be required for each Plan Year. A Participant's
               Deferral Election shall automatically terminate on his
               termination of employment, or, if earlier, the date the
               Participant commences to receive payments under the Employer's
               long-term disability plan.


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     (d)  Separate Elections; Limitations on Elections. Separate Deferral
          --------------------------------------------
          Elections may be made with respect to Bonuses (other than EBP
          Bonuses), EBP Bonuses payable in cash, EBP Bonuses payable in Common
          Stock, RSUs, salary and Commissions, and separate Deferral Elections
          shall be made with respect to any amounts of Compensation payable in
          cash or payable in stock. Deferral Elections with respect to cash
          amounts and EBP Bonuses payable in Common Stock must be made in whole
          percentage increments of at least 1% where partial shares or pounds
          will be rounded down to the next whole pound or share. Any amounts
          which are not deferred by reason of being rounded down shall be paid
          to the Participant as Compensation through the usual payroll process.
          Deferral Elections with respect to RSUs must be made in whole shares.

          For any Plan Year, an Eligible Employee may make a Deferral Election
          with respect to a maximum of:

          (i)    50% of salary otherwise payable in the Plan Year,

          (ii)   100% of the EBP Bonus otherwise payable in cash during the Plan
                 Year (but excluding amounts payable in installments commencing
                 prior to January 1, 2000),

          (iii)  100% of the EBP Bonus otherwise payable in Common Stock during
                 the Plan Year (but excluding amounts payable in installments
                 commencing prior to January 1, 2000),

          (iv)   100% of Bonuses (other than EBP Bonuses) otherwise payable in
                 the Plan Year,

          (v)    100% of the Participant's RSUs that would otherwise vest in the
                 next Plan Year under the SIP, but none of any other portion of
                 Compensation relating to an IP Award (and also excluding
                 dividend equivalents payable under the SIP on nonvested RSUs),
                 and

          (vi)   100% of the Participant's Commissions that are earned and would
                 otherwise be payable in the Plan Year, but not in respect of
                 any deal commission paid on contracts signed on or before the
                 Deferral Election Deadline.

     (e)  Deferral Limitations for Springing Eligible Employees. Eligible
          -----------------------------------------------------
          Employees who are Springing Eligible Employees pursuant to Section
          2.1(w)(4) may defer salary, Commissions and EBP Bonuses only, and
          shall not be eligible to defer Bonuses (other than EBP Bonuses) and
          Participant RSUs during the Plan Year following the Plan Year in which
          they became Springing Eligible Employees. In addition, Eligible
          Employees who are Springing Eligible Employees pursuant to Section
          2.1(w)(4) and who attain such status in December of a given Plan Year
          may defer salary and Commissions only, and shall not be eligible to
          defer EBP bonuses, Bonuses and RSUs during the Plan Year following the
          Plan Year in which they become Springing Eligible Employees.

     (f)  Withholding on Deferrals. Amounts deferred pursuant to a Participant's
          ------------------------
          Deferral Election shall be credited to a Participant's Account as soon
          as administratively convenient after such amount would otherwise have
          been paid to the Participant. The amount credited to the Account shall
          be net of any applicable withholding for taxes. At the discretion of
          the Company, any amounts required to be withheld for taxes with
          respect to deferred RSUs may be withheld from the deferred RSUs or
          from other cash compensation of the Participant or may be satisfied by
          such other means as the Committee may permit on a case-by-case basis.

     (g)  Forfeiture of Deferrals for Directors. In the case of a Participant
          -------------------------------------
          who is a director of an Employer, all amounts in a Participant's
          Account shall be forfeited if the Committee, in its discretion upon
          consideration of the facts and circumstances and any advice or
          recommendation of the Employer, finds at any time that the
          Participant's office or employment was terminated in connection with
          Severe Cause.

     (h)  Limit on Deferral Elections After Hardship Distribution.
          -------------------------------------------------------
          Notwithstanding any other provision of this Section 4.1 to the
          contrary, if a Participant in this Plan would have been eligible to
          take a hardship distribution from the EDS 401 (K) Plan (had he or she
          been eligible to participate in such


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          plan), then the Participant must cease to make any deferrals under
          this Plan for a period that commences with and is equal in length to
          the period the Participant would have ceased to make elective
          deferrals under the EDS 401 (K) Plan. For the purposes of this Section
          4.1(h), the Committee may delegate its discretion in such manner as it
          considers appropriate.

4.2  Accounting for Deferred Compensation. The Committee shall maintain an
     ------------------------------------
     Account in the name of each Participant. The value of each Account shall be
     adjusted as of each Valuation Date to reflect the deferred Compensation
     credited thereto, the rate of return credited (or charged) to such Account,
     and any amounts distributed or withdrawn from such Account since the most
     recent prior Valuation Date. In the sole discretion of the Committee, one
     or more sub-Accounts may be established for each Participant to facilitate
     recordkeeping convenience and accuracy.

     Establishment and maintenance of Accounts hereunder shall not be construed
     as giving any person any interest in assets of the Company or an Affiliate,
     or a right to payment other than as provided hereunder. An Account shall be
     maintained until all amounts credited to such Account have been withdrawn,
     distributed, forfeited, or otherwise extinguished in accordance with the
     terms and provisions of this Plan.

4.3  Additional Credits.
     ------------------

     (a)  Match of Amounts Deferred into Stock. A Participant's Account shall be
          ------------------------------------
          credited each Plan Year with an amount ("Match") based on the amount
          of Bonus and Matchable Compensation (as defined below) deferred in
          such Plan Year with respect to which the Participant immediately
          elects the Stock Equivalent rate of return. The amount of the Match
          shall equal 25% of the sum of (i) the amount of the Bonus so deferred
          (up to a maximum deferral of 25% of the pre-deferral Bonus) plus (ii)
          the amount of deferred Matchable Compensation (up to a maximum
          deferral of 15% of the pre-deferral amount of Matchable Compensation).
          "Matchable Compensation" for this purpose shall be Compensation (other
          than RSUs or Bonuses and other than amounts arising under a plan or
          agreement providing for payment (as opposed to acceleration) of
          amounts in the event of a Change of Control). Such Match (net of
          applicable withholding for taxes) shall be credited to the
          Participant's Account as of the last day of the Plan Year, and only if
          the Participant is an Eligible Employee as defined in Section 2.1(w)
          (but determined as of the last day of the Plan Year instead of as of
          the Eligibility Date).

     (b)  Discretionary Additional Credits. At the discretion of the Committee,
          --------------------------------
          which may be exercised on a case by case basis, the Stock Equivalent
          Portion of a Participant's Account may be credited from time to time
          with additional credits in the form of any number of deferred stock
          units.

          (i)    Such discretionary additional credits shall be subject to such
                 vesting and other conditions (including but not limited to
                 conditions regarding distributions and treatment of Dividend
                 Equivalents) as the Committee may impose.

          (ii)   Cash Dividend Equivalents shall be paid in cash with respect to
                 a Participant's discretionary additional credits at the same
                 time as dividends are paid on Common Stock; provided that the
                 Participant may elect in writing to have Dividend Equivalents
                 credited to the Stock Equivalent Portion of the Participant's
                 Account instead of receiving Cash Dividend Equivalents. Any
                 such election for Dividend Equivalents shall be made at such
                 time and on such terms as the Committee may require on a case
                 by case basis, shall apply only to dividends not yet declared
                 at the time the election is made, and shall remain in effect
                 until changed or revoked. Notwithstanding the foregoing, in the
                 event an extraordinary dividend (whether payable in cash or
                 other property) is declared on Common Stock, the Committee may,
                 in its discretion, provide that the Dividend Equivalent of such
                 extraordinary dividend shall be credited to the Stock
                 Equivalent Portion of each Participant's Account in lieu of
                 being paid as a Cash Dividend Equivalent.

          (iii)  The Committee may, but need not, prohibit a Participant from
                 making changes in distribution options under Section 5.3 or
                 electing In-Service Distributions under Section


                                       8

<PAGE>

                 5.4 or Early Distributions under Section 5.5 with respect to
                 discretionary additional credits under this Section 4.3(b).

          (iv)   Discretionary additional credits shall be forfeited (or if
                 distributed, subject to repayment) if the Committee, in its
                 discretion, upon consideration of the facts and circumstances
                 and any advice or recommendation of the Employer, finds at any
                 time that Cause existed prior to the time the deferred stock
                 units vested.

          (v)    At the discretion of the Company, any amounts required to be
                 withheld for taxes (including national insurance) with respect
                 to discretionary additional credits and related Dividend
                 Equivalents may be withheld from the discretionary additional
                 credits or from other cash compensation of the Participant, or
                 may be satisfied by such other means as the Company may permit
                 on a case by case basis.

     (c)  All Match amounts shall only be credited to the Stock Equivalent
          Portion of a Participant's Account.

4.4  Rates of Return.
     ---------------

     (a)  Alternative Rates of Return. Subject to Section 4.4(b), each
          ---------------------------
          Participant may elect either a "Fixed-Income Equivalent" or a "Stock
          Equivalent" rate of return for all or any portion of his Account (the
          "Fixed-Income Equivalent Portion" and "Stock Equivalent Portion,"
          respectively) by filing an appropriate election with the Committee.

          (i)    Fixed Income Equivalent. The Fixed-Income Equivalent rate of
                 -----------------------
                 return shall be the 30-year U.S. Treasury bond yield rate as
                 published in the Wall Street Journal on the first business day
                                  -------------------
                 of September of the prior Plan Year, plus 50 basis points.

          (ii)   Stock Equivalent. Amounts credited to the Stock Equivalent
                 ----------------
                 Portion of a Participant's Account shall be denominated in
                 stock units. The number of stock units shall be the sum of:

                 (1)  the number of RSUs deferred under the Plan, net of
                      applicable taxes (if any) withheld from the deferred RSUs
                      themselves, plus

                 (2)  the number (including fractions of an integer) determined
                      by dividing (x) the value of any amount (other than RSUs)
                      credited to the Stock Equivalent Portion of a
                      Participant's Account, valued at its fair market value (as
                      determined by the Committee) on the date it is so
                      credited, net of any applicable taxes withheld, by (y) the
                      Fair Market Value of a share of Common Stock on such date.

                 Each stock unit shall have a value equal to one share of Common
                 Stock. The number of stock units deemed credited to the Stock
                 Equivalent Portion of a Participant's Account shall be subject
                 to such equitable adjustment in the event of a stock dividend,
                 stock split, share combination, spinoff, reorganization,
                 recapitalization, merger or other transaction involving the
                 Company as the Committee determines to be appropriate, subject
                 to the overall limitation on shares available under the Plan.
                 As of the dividend payment date of any cash dividend declared
                 on Common Stock, the Dividend Equivalent attributable thereto
                 shall automatically be credited to the Stock Equivalent Portion
                 of each Participant's Account, unless the Participant is to
                 receive Cash Dividend Equivalents with respect to deferred
                 stock units credited to the Participant's Account as
                 discretionary additional credits under Section 4.3(c), in which
                 case the Cash Dividend Equivalents with respect to such
                 deferred stock units shall be paid to the Participant in cash,
                 subject to applicable withholding.

     (b)  Electing and Changing Rates of Return. Deferred RSUs and Additional
          -------------------------------------
          Credits shall always receive the Stock Equivalent rate of return. At
          the time a Deferral Election is filed, a Participant


                                       9

<PAGE>

          shall specify the percentage of other deferred Compensation for the
          next Plan Year that shall be allocated to the Fixed-Income Equivalent
          Portion of the Participant's Account and the percentage thereof that
          shall be allocated to the Stock Equivalent Portion of the
          Participant's Account. No more than once in any 31-day period, a
          Participant may elect the Stock Equivalent rate of return for future
          periods with respect to all or any portion of the Fixed-Income
          Equivalent Portion of his Account, effective as of the date the
          election is filed with the Committee. (No change shall be permitted
          from the Stock Equivalent rate of return to the Fixed-Income
          Equivalent rate of return.) Notwithstanding the preceding, the
          Committee may postpone until after such period any transfer which
          would otherwise be made in a period in which the Participant would be
          prohibited (by Company policy or otherwise) from acquiring or
          disposing of equity securities of an Employer. If a Participant fails
          to specify a rate of return upon filing his Deferral Election, amounts
          deferred pursuant to such Deferral Election shall be credited with the
          Stock Equivalent rate of return. The Beneficiary of a Participant who
          has died shall have the same right as the Participant to elect the
          rate of return for the respective Account (or portion of an Account).

                                    ARTICLE V
                            DISTRIBUTION OF BENEFITS

5.1  Time and Form of Distribution; Withholding. Simultaneously with making the
     ------------------------------------------
     initial Deferral Election, a Participant shall elect, on a form permitted
     by and delivered to the Committee, one of the following distribution
     methods for payment of the vested portion of the Participant's Account:

     (a)  a single lump sum, or

     (b)  annual installments over a period, not exceeding ten (10) years,
          elected by the Participant, with the amount of each annual installment
          (prior to the last) being the balance of the Participant's Account
          subject to this distribution option as of the Valuation Date preceding
          payment divided by the number of installments (including the current
          installment) remaining to be paid, and with the last installment being
          the balance of the Participant's Account subject to distribution.

     Unless otherwise elected by a Participant, the lump sum payment or the
     first installment payment shall be made in January of the calendar year
     following the calendar year in which the Participant's employment
     terminates (or, if earlier, begins to receive payments under the Employer's
     long-term disability plan) ("Commencement Date"), and any remaining
     installment payments shall be made in January of each successive year until
     payments are completed. The Participant may defer the lump sum payment or
     the first installment payment past the January of the calendar year
     following the calendar year in which the Participant's employment
     terminates (or past the date the Participant begins to receive payments
     under the Employer's long-term disability plan) by so electing on the form
     on which the Participant makes his or her distribution election. If the
     Participant fails to elect a distribution option, distribution shall be
     made in a lump sum on the Commencement Date. Distribution shall be subject
     to withholding for applicable taxes (including national insurance). For
     purposes of the Plan, a termination of employment occurs when the Employee
     is no longer employed by the Company, an Employer or any member of a
     "controlled group of corporations" (as such term is defined in Code Section
     414(b)) in which the Company is a member. A termination of employment is
     effective on the date recorded in the terminating employer's payroll
     records.

     The Committee may change the timing and forms of payment available
     hereunder. In making any such changes, the Committee shall take into
     account constructive receipt considerations.

5.2  Restrictions on Distribution of Deferred RSUs. Deferred RSUs and any
     ---------------------------------------------
     returns credited thereto shall not be distributed and shall be subject to
     forfeiture for a period ("Restricted Period") commencing on the date the
     deferred RSUs are credited to the Participant's Account, and ending on the
     first anniversary of the last day of the Plan Year in which such deferred
     RSUs are so credited. Thereafter, deferred RSUs shall be fully vested and
     nonforfeitable. Restricted deferred RSUs shall be forfeited (or if
     distributed, subject to repayment) if the Committee, in its discretion,
     upon consideration of the facts and circumstances and any advice or
     recommendation of the Employer, finds at any time that Cause existed during
     the Restricted Period.  Deferred RSUs (and any returns credited thereto)
     which would otherwise have been distributed


                                       10

<PAGE>

     during the Restricted Period shall be distributed as soon as
     administratively convenient after the end of the Restricted Period.

5.3  Changes in Distribution Options. A Participant may change a previously
     -------------------------------
     elected form of distribution, including selecting a later commencement
     date, by filing an election with the Committee in a form permitted by the
     Committee; provided, however, that no election shall be effective which
     extends the date of final distribution beyond the ninth anniversary of the
     Commencement Date; and provided further, that any change in a Participant's
     distribution option will become effective solely with respect to
     distributions made after more than twelve months have elapsed after the
     date the election to change the distribution option is filed with the
     Committee. The form of distribution on a Participant's termination of
     employment shall therefore be determined by the most recent distribution
     option election that meets the foregoing requirement, except as provided in
     Sections 5.2, 5.5 and 5.6.

5.4  In-Service Distributions. At the time a Participant makes a Deferral
     ------------------------
     Election with respect to any amounts of future Compensation for a
     particular Plan Year, then, at the time of such Deferral Election, the
     Participant may also make an irrevocable election to have any of such
     deferrals made to the Participant's Account and earnings and dividends
     attributable thereto (other than RSUs, Additional Credits and earnings and
     dividends attributable thereto) distributed to the Participant as soon as
     administratively practicable after the first day of the fourth Plan Year
     following the Plan Year in which the Deferral Election is made.
     Distribution shall be subject to withholding for applicable taxes.

     (a)  Any amounts distributed in accordance with this section shall be in
          either of the following forms as properly elected by the Participant:

          (i)    single lump sum, or

          (ii)   annual installments over a period, not exceeding 10 years,
                 elected by the Participant, with the amount of each annual
                 installment (prior to the last) being the balance of the
                 Participant's Account subject to this distribution option as of
                 the Valuation Date preceding payment divided by the number of
                 installments (including the current installment) remaining to
                 be paid, and with the last installment being the balance of the
                 Participant's Account subject to distribution.

     (b)  If any Participant should die or terminate service before the
          Commencement Date of amounts subject to a Deferral Election made
          pursuant to this section, then such Deferral Election shall be void
          and the Deferral Election made in accordance with Section 5.1 shall be
          controlling.

5.5  Early Distributions. The Committee, at its discretion and upon application
     -------------------
     of a Participant, shall direct distribution, prior to the Commencement Date
     either during employment or after employment terminates, of such portion of
     the Participant's vested Account attributable to deferred Compensation (but
     not amounts attributable to Additional Credits or, during the applicable
     Restricted Period, amounts attributable to RSUs) as the Participant may
     request. The amount distributable shall be 90% of the amount requested by
     the Participant. The remaining 10% shall be permanently forfeited by the
     Participant. For the purposes of this Section 5.5, the Committee may
     delegate its discretion in such manner as it considers appropriate.

5.6  Small Account Balances. If for any reason, at any time after a
     ----------------------
     Participant's employment terminates, the vested balance of a Participant's
     Account (or portion of an Account payable to a single Beneficiary) is less
     than (pounds)10,000, then notwithstanding the foregoing provisions of this
     Article V or any Participant's election to the contrary, the Participant's
     Account (or such portion) shall be distributed in a single lump sum as soon
     as practicable, subject to Section 5.2.

5.7  Form of Payment. The Stock Equivalent Portion of a Participant's Account
     ---------------
     shall be distributed in shares of Common Stock (subject to the aggregate
     limitation on shares available under the Plan). For this purpose, 500,000
     shares of Common Stock are reserved for delivery hereunder. Such shares may
     be treasury shares, or shares acquired on the open market. All other
     benefits under this Plan shall be paid by negotiable cheque or other cash
     equivalent from the trust (if any) or other general funds of the Employer.


                                       11

<PAGE>

     In the event of any stock dividend, stock split, share combination,
     spinoff, reorganization, recapitalization, merger or other transaction
     involving the Company, the number of shares of Common Stock reserved under
     this Plan shall be adjusted by the Board, in its discretion, as the Board
     deems appropriate to reflect such transaction.

5.8  Death of a Participant. In the event of the death of a Participant prior to
     ----------------------
     distribution of all amounts otherwise payable to the Participant hereunder,
     the Participant's Beneficiary or Beneficiaries shall be entitled to
     distribution of all vested amounts credited to the Participant's Account,
     in the method such amounts would have been paid to the Participant,
     provided that, if for any reason the distributee of benefits is an estate,
     the Committee in its sole discretion may pay to the estate in a single lump
     sum the entire balance of the Account that is distributable to the estate.
     Each Participant may designate a Beneficiary or Beneficiaries to receive
     payment of his benefits under this Plan in the event of his death, and may
     revoke or change such designation, in accordance with such procedures as
     the Committee shall promulgate. A Participant may revoke his designation of
     Beneficiary (without the consent of any Beneficiary) and make a new
     designation of Beneficiary by filing a new form with the Committee. A
     properly completed and executed change in a designation of Beneficiary
     shall take effect immediately upon being filed with the Committee during
     the Participant's lifetime. If upon a Participant's death no valid
     designation of Beneficiary is on file with the Committee, or if a
     Beneficiary dies before payments are completed and there are no living
     contingent or successive Beneficiaries, then any remaining payments under
     this Plan shall be made (1) to the Participant's surviving spouse, if any,
     or (2) if there is no surviving spouse, then to the Participant's estate.

5.9  Postponed Distributions. Notwithstanding the preceding sections of this
     -----------------------
     Article V, the Committee may postpone until after such period any
     distribution which would otherwise be made in a period in which the
     Participant would be prohibited (by Company policy or otherwise) from
     acquiring or disposing of equity securities of an Employer.

5.10 Claims for Benefits. In the event that a Participant or Beneficiary claims
     -------------------
     to be eligible for benefits, or claims any rights hereunder, the
     Participant or Beneficiary must complete and submit such claims forms and
     supporting documentation as shall be required by the Committee, in its sole
     discretion. The Committee shall decide each claim and give the person
     making the claim (a "Claimant") written notice of the disposition of the
     claim within 90 days after the claim is filed. If the Committee denies a
     claim, the notice of denial shall be in writing, shall contain the specific
     reason or reasons for the denial of the claim, shall contain a specific
     reference to the pertinent Plan provisions upon which the denial is based,
     shall contain a description of any additional material or information
     necessary for the claimant to perfect the claim along with an explanation
     why such material or information is necessary, and shall contain an
     explanation of these claims review procedures.

     Within 60 days after receipt by the Claimant of a written notice of denial
     of a claim, the Claimant may file a written request with the Committee for
     a full and fair review of the denial of the claim for benefits. In
     connection with a Claimant's appeal of the denial of the benefit, the
     Claimant may review pertinent documents and may submit issues and comments
     in writing. The Committee shall deliver to the Claimant a written decision
     on the claim promptly, but not later than sixty (60) days after the
     Claimant's request for review. Such decision shall be written in a manner
     calculated to be understood by the Claimant, shall include specific reasons
     for the decision, and shall contain specific references to the pertinent
     Plan provisions upon which the decision is based. The decision of the
     Committee on appeal shall be final, conclusive and binding on all persons.

5.11 Withholding. A Participant's Employer or the Company shall have the right
     -----------
     to deduct applicable taxes (including national insurance) from amounts
     deferred pursuant to an Eligible Employee's Deferral Election and from any
     amounts payable hereunder to a Participant or Beneficiary and from amounts
     otherwise subject to any tax, and to withhold an appropriate amount of cash
     or a number of shares of Common Stock or a combination thereof for payment
     of taxes or to take such other action as may be necessary in the opinion of
     the Employer or the Company to satisfy all obligations for withholding of
     such taxes. The Committee may also permit withholding to be satisfied by
     the transfer to the Company of cash, shares of Common Stock, or other
     property theretofore owned by the Participant or Beneficiary.


                                       12

<PAGE>

5.12 Facility of Payment. In the event any distribution is payable under this
     -------------------
     Plan to a minor or other individual who is legally, physically or mentally
     incompetent to receive such payment, the Committee in its sole discretion
     shall pay such benefits to one or more of the following persons:

     (a)  Directly to such minor or other person;

     (b)  To the legal guardian or conservator of such minor or other person;

     (c)  To the spouse, parent, brother, sister, child or other relative of
          such minor or other person for the use of such minor or other person;
          or

     (d)  To such other person as the Committee deems appropriate.

     The Committee shall not be required to see to the application of any
     distribution so made to any of such persons, but the receipt therefor shall
     be a full discharge of the liability of the Plan, the Committee, the
     Employers, and the trustee (if any) to such minor or other person.

5.13 Waiver and Release. The Committee may condition the payment of some or all
     ------------------
     benefits hereunder on the Participant's entering into a binding release and
     waiver in such form as the Committee shall permit.

                                   ARTICLE VI
                               PAYMENT LIMITATIONS

6.1  Assignment. No Participant or Beneficiary of a Participant shall have any
     ----------
     right to assign, pledge, hypothecate, anticipate or any way create a lien
     on any amounts payable hereunder. No amounts payable hereunder shall be
     subject to assignment or transfer or otherwise be alienable, either by
     voluntary or involuntary act, or by operation of law, or subject to
     attachment, execution, garnishment, sequestration or other seizure under
     any legal, equitable or other process, or be liable in any way for the
     debts or defaults of Participants and their Beneficiaries.

6.2  Change of Control. Upon the first event constituting a part of the Change
     -----------------
     of Control ("CIC Event"):

     (a)  the members of the Board serving immediately prior to the CIC Event
          may, in their sole and absolute discretion, direct the Committee to
          distribute all amounts credited to the Accounts of Participants in a
          single lump sum payment to each Participant, net of investment
          charges, surrender charges, etc., following which the Plan shall
          terminate;

     (b)  no changes shall be made to any provisions of this Plan in effect
          immediately prior to the CIC Event and no new provisions shall be
          promulgated; and

     (c)  Plan amendments shall be subject to the last sentence of Section 10.1.

                                   ARTICLE VII
                              FUNDING AND EXPENSES

7.1  Funding. Benefits under this Plan shall be funded solely by the Company and
     -------
     its Affiliates. Benefits hereunder shall constitute an unfunded general
     obligation of each Participant's respective Employer. In the event a
     Participant has been employed by more than one Employer, benefits hereunder
     shall constitute an unfunded general obligation of the Participant's most
     recent Employer. All payments under this Plan shall be deemed made by the
     Participant's Employer from general assets available to all unsecured
     creditors of the Employer in the event of its insolvency. Each Participant
     has merely the status of a general unsecured creditor of his Employer.

     Notwithstanding the foregoing, the Company and the Employers may, but need
     not create for purposes of this Plan a trust of the type commonly referred
     to as a "rabbi" trust, which may, but need not, be in substantial
     conformity to the terms of the model trust published by the Internal
     Revenue Service in Rev. Proc. 92-64 or any successor thereto. The Employer
     may transfer assets to the trustee of such trust to hold


                                       13

<PAGE>

     and to make distributions under this Plan on behalf of the Employers. The
     assets so held in trust shall remain the general assets of the Employers,
     which are the grantors under the trust. The rights of Participants and
     their Beneficiaries under this Plan and the trust shall be exclusively
     unsecured contractual rights. No Participant or Beneficiary shall have any
     right, title or interest whatsoever in the trust.

7.2  Creditor Status. A Participant and his Beneficiary or Beneficiaries shall
     ---------------
     be general creditors of the Participant's Employer with respect to the
     payment of any benefit under this Plan, unless such benefits are provided
     under a contract of insurance or an annuity contract that has been
     delivered to the Participant, in which case the Participant and his
     Beneficiary or Beneficiaries shall look to the insurance carrier or annuity
     provider for payment, and not to the Employer or any Affiliate. The
     Employer or Affiliate's obligation for such benefit shall be discharged by
     the purchase and delivery of such annuity or insurance contract.

7.3  Expenses. The expenses of administering the Plan shall be borne by the
     --------
     Employers, provided that, prior to a CIC Event, the Committee may direct
     that assets of the trust, if any, shall be applied to pay such expenses.

                                  ARTICLE VIII
                                 ADMINISTRATION

8.1  Committee. Except for rights and powers expressly reserved to the Board or
     ---------
     the Company, the Plan will be administered by the Committee.

8.2  Committee Powers. The Committee shall have the power and authority in its
     ----------------
     sole and absolute discretion:

     (a)  To construe and interpret the Plan, determine the application of the
          Plan to situations where such application is unclear or disputable, to
          resolve all questions arising under the Plan (including questions of
          fact) and make equitable adjustments for any mistakes or errors made
          in the administration of the Plan; provided that individual exceptions
          to the provisions of the Plan shall not be permitted;

     (b)  To determine all questions arising in the administration of the Plan,
          including the power to determine the status of individuals as Eligible
          Employees, the rights of Participants and their beneficiaries and the
          amount of their respective benefits and such determination,
          interpretation or other action shall be final and binding for all
          purposes and upon all persons;

     (c)  To adopt, amend and rescind such rules, regulations and forms as it
          may deem necessary for the proper and efficient administration of the
          Plan consistent with its purposes, which rules may permit case-by-case
          determinations;

     (d)  To enforce and administer the Plan in accordance with its terms and
          the rules, regulations and forms it adopts; to appoint a plan
          administrator and to delegate to the plan administrator such
          administrative duties as the Committee shall deem appropriate;

     (e)  To take such action and establish such procedures as it deems
          necessary or appropriate to coordinate deferrals and benefits under
          this Plan and any other plan;

     (f)  To select, monitor and prospectively change the rates of return to be
          credited under the Plan;

     (g)  To take such action and establish such procedures as it deems
          necessary or appropriate to implement Participant elections and
          designations of rates of return, and to coordinate the Employers'
          actions, if any, taken to reduce or eliminate the Employers' exposure
          to market fluctuations;

     (h)  To direct the appropriate person to make payments from the Plan;


                                       14

<PAGE>

     (i)  To employ such counsel, auditors, actuaries, or other specialists (who
          may be counsel, auditors, actuaries or other specialists for the
          Company) and to engage such clerical or other services to the extent
          such services are not provided by the Company;

     (j)  To maintain records concerning the Plan sufficient to prepare reports,
          returns and other information required by the Plan or by law, and to
          communicate the terms of the Plan and any material amendments thereto
          to the Eligible Employees and Participants;

     (k)  To delegate such of its powers and authorities (including the power
          and authority to delegate) to such person or persons, with his, her,
          its or their consent, as the Committee may appoint; and

     (l)  To do all other things the Committee deems necessary or desirable for
          the advantageous administration of the Plan and to make the Plan fully
          effective in accordance with its terms and intent.

8.3  Receipt and Release of Necessary Information. In implementing the terms of
     --------------------------------------------
     this Plan, the Committee may, without the consent of or notice to any
     person, release to or obtain from any other organization or person any
     information, with respect to any person, which the Committee deems to be
     necessary for such purposes. Any Participant or Beneficiary claiming
     benefits under this Plan shall furnish to the Committee such information as
     may be necessary to determine eligibility for and amount of benefit, as a
     condition of claiming and receiving such benefit.

8.4  Overpayment and Underpayment of Benefits. The Committee may adopt, in its
     ----------------------------------------
     sole discretion, whatever rules, procedures and accounting practices are
     appropriate in providing for the collection of any overpayment of benefits.
     If a Participant or Beneficiary receives an underpayment of benefits, the
     Committee shall direct that immediate payment be made to make up for the
     underpayment. If an overpayment is made to a Participant or Beneficiary,
     for whatever reason, the Committee may, in its sole discretion, withhold
     payment of any further benefits under the Plan until the overpayment has
     been collected or may require repayment of benefits paid under this Plan
     without regard to further benefits to which the Participant or Beneficiary
     may be entitled.

                                   ARTICLE IX
                       OTHER BENEFIT PLANS OF AN EMPLOYER

9.1  Other Plans. Nothing contained in this Plan shall prevent a Participant
     -----------
     prior to his death, or his Beneficiary after his death, from receiving, in
     addition to any payments provided for under this Plan, any payments
     provided for under any other plan or benefit program of an Employer, or
     which would otherwise be payable or distributable to the Participant or
     Beneficiary under any plan or policy of an Employer or otherwise. Nothing
     in this Plan shall be construed as preventing the Company or any Affiliate
     from establishing any other or different plans providing for current or
     deferred compensation for employees. Benefits provided under this Plan
     shall not constitute pensionable earnings for purposes of determining
     contributions or benefits under any retirement benefit plan of the Company
     or any Employer unless specifically provided otherwise in such plan.

                                    ARTICLE X
                      AMENDMENT AND TERMINATION OF THE PLAN

10.1 Amendment and Termination. The Committee may amend or terminate this Plan
     -------------------------
     at any time and in its sole discretion, by (and only by) written
     resolution. Any such amendment or termination shall be binding on the
     Employers and all Participants and their Beneficiaries, even though it may
     be retroactive and applicable to Participants whose employment by the
     Company or an Employer has terminated. However, no amendment or termination
     of the Plan shall adversely affect the right of a Participant to payment of
     a benefit to which the Participant would be entitled (then or thereafter)
     under the terms of the Plan if the Participant's employment terminated
     immediately before the adoption of such amendment or termination of the
     Plan, unless such amendment or termination of the Plan in the reasonable
     judgment of the Committee is required to comply with applicable law or to
     preserve the tax treatment of benefits under this Plan for the Employers or
     for the Participant, or is consented to by the affected Participant.
     Following the


                                       15

<PAGE>

      occurrence of a CIC Event, no amendment of the Plan may be made without
      the written consent of the Board, except for amendments necessary to
      comply with applicable law.

10.2  Continuation. The Company intends to continue this Plan indefinitely, but
      ------------
      nevertheless assumes no contractual obligation beyond the promise to pay
      the benefits described in this Plan to its Employees.

                                   ARTICLE XI
                                  MISCELLANEOUS

11.1  No Reduction of Employer Rights. Nothing contained in this Plan shall be
      -------------------------------
      construed as a contract of employment between the Company or any Affiliate
      and an employee, or as a right of any person to be continued in the
      employment of the Company or any Affiliate, or as a limitation of the
      right of the Company or an Affiliate to discharge any of its employees,
      with or without cause.

11.2  Compensation for Loss of Employment. Any person who ceases to have the
      -----------------------------------
      status or relationship of an officer or employee with any Employer or
      Affiliate of the Company as a result of the termination of his office or
      employment for any reason and however that termination occurs, whether
      lawfully or otherwise, shall not be entitled and shall be deemed
      irrevocably to have waived any entitlement by way of damages for dismissal
      or by way of compensation for loss of office or employment or otherwise to
      any sum, damages or other benefits to compensate that person for the loss
      or alteration of any rights, benefits or expectations in relation to any
      Account, the Plan or any instrument executed pursuant to it.

11.3  Indemnification. The Company hereby indemnifies each member of the
      ---------------
      Committee and each employee who is delegated responsibilities under the
      Plan against any and all liabilities and expenses, including attorney's
      fees, actually and reasonably incurred by them in connection with any
      threatened, pending or completed legal action or judicial or
      administrative proceeding to which they may be a party, or may be
      threatened to be made a party, by reason of membership on such Committee
      or due to a delegation of responsibilities, except with regard to any
      matters as to which they shall be adjudged in such action or proceeding to
      be liable for gross negligence or willful misconduct in connection
      therewith.

11.4  Successors. All obligations of an Employer under this Plan shall be
      ----------
      binding on any successor to such Employer, whether the existence of such
      successor is the result of a direct or indirect purchase, merger,
      consolidation, or otherwise, of all or substantially all of the business
      and/or assets of the Employer.


     IN WITNESS WHEREOF, the Company has caused this instrument to be executed
this 23rd day of October, 2001.

                              ELECTRONIC DATA SYSTEMS
                              CORPORATION


                              By: /s/ Michael Paolucci
                              Title: Managing Director, Global Compensation and
                                      Benefits


                                       16

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                   EDS UNITED KINGDOM EXECUTIVE DEFERRAL PLAN

                                   Appendix A

                                List of Employers
                                -----------------



                         Electronic Data Systems Limited
                              A. T. Kearney Limited

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                   EDS UNITED KINGDOM EXECUTIVE DEFERRAL PLAN
                                   Appendix B
                           A. T. Kearney Distinctions

     A. T. Kearney, Limited ("A. T. Kearney") is an Employer which is currently
designated as participating in the Plan. However, because of different benefits
plans and policies, it is not intended that A. T. Kearney employees be provided
with identical terms and conditions for participation and deferral under the
Plan. Therefore, the distinctions as they apply to eligible employees of A. T.
Kearney are set out in this Appendix B.

1.   Eligibility. An Employee of A. T. Kearney shall not become an Eligible
     -----------
Employee in accordance with the provisions of Section 2.1(w), but shall instead
become an Eligible Employee only if such Employee meets the eligibility
requirements set forth in this Appendix B. An Employee of A. T. Kearney will be
an Eligible Employee if, as of the Eligibility Date (as defined in Section
2.1(v) of the Plan), such Employee is on the United Kingdom payroll and (i) is
eligible to participate in the EBP, or (ii) has a salary payable at a rate equal
to or in excess of(pound)133,000 and is designated as a Consulting Officer,
Administrative Officer, Executive Search Officer, Consulting Principal,
Administrative Principal, or Executive Search Principal.

For Plan Years commencing on or after January 1, 2003, the limit set out in this
Paragraph 1 may be adjusted in such manner as the Committee shall determine. In
each Plan Year, such limit shall also be scaled down to an appropriate level (as
determined by the Committee) where the Employee in question works part time.

Any Employee of A. T. Kearney who satisfies the requirements set forth in this
Appendix B to be an Eligible Employee is referred to in this Appendix B as an
"ATK Eligible Employee."

2.   Definition of Compensation. For any Participant who is an ATK Eligible
     --------------------------
Employee, the definition of the term "Compensation" in Section 2.1(p) shall not
apply. Instead, for any such ATK Eligible Employee, the term "Compensation"
shall mean the total salary or wages, plus bonuses (including performance
bonuses which are contractually guaranteed, but excluding other bonuses which
are paid under contractual terms), paid during a Plan Year to the Participant
while he or she is a Participant under this Plan (but not including any amount
included in Compensation in a prior Plan Year under this Plan or the A. T.
Kearney Profit Sharing Plan), and any amount that would have been paid to the
Participant during such Plan Year but for an election under a plan qualifying
under Section 125 of the Code shall also be considered as Compensation for all
Plan purposes. Notwithstanding the preceding sentence, with respect to all ATK
Eligible Employees who are Participants in this Plan and who are not Officers or
Executive Search Vice Presidents, a performance bonus that is accrued in a
calendar year, but paid to a Participant in the following calendar year shall be
included in such Participant's Compensation in the year in which it is accrued,
and not in the year in which it is paid. Notwithstanding the foregoing,
Compensation for any ATK Eligible Employee who is a Participant in this Plan
shall not include (i) any awards under the 1996 Incentive Plan of Electronic
Data Systems Corporation (or any predecessor or successor plan), the A. T.
Kearney, Inc. Tenure Award Program, or the A. T. Kearney, Inc. Intellectual
Capital Recognition Program, or (ii) any reimbursements, expense allowances or
fringe benefits (cash or non-cash) provided to the Participant, including but
not limited to, moving expenses, expatriate allowances, foreign rent payments,
government travel allowances, insurance gross-ups, officer physicals, imputed
income on group term life insurance, tax preparation and financial planning
services, commissions on sales for the Executive Search consulting group,
hardship allowances, cost of living allowances and automobile allowances.

Notwithstanding the foregoing, if A. T. Kearney's Board of Management shall
determine before the end of any Plan Year that a particular special
non-recurring amount is being paid to or accrued for such Plan Year for one or
more ATK Eligible Employees who are Participants in this Plan, such amount shall
not be included in the Compensation of such Participant for purposes of the
Plan.

3.   Limit on Deferral Elections After Hardship Distribution. If a Participant
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who is an ATK Eligible Employee would have been eligible to take a hardship
distribution from the A. T. Kearney Profit Sharing and 401(k) Retirement Plan
(had he or she been eligible to participate in such plans), then the Participant
must, at the Committee's discretion and on the application of the Participant,
cease to make any deferrals under this Plan for a period that commences with and
is equal in length to the period the Participant would have ceased to make
elective deferrals under the A. T. Kearney Profit Sharing and 401(k) Retirement
Plan. For the purposes of this Paragraph 3, the Committee may delegate its
discretion in such manner as it considers appropriate.