ELECTRONIC DATA SYSTEMS CORPORATION

Dealer Manager Agreement

March 31, 2004

MERRILL LYNCH & CO.

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

CITIGROUP GLOBAL MARKETS INC.

CREDIT SUISSE FIRST BOSTON LLC

DEUTSCHE BANK SECURITIES INC.

J. P. MORGAN SECURITIES INC.

SG COWEN SECURITIES CORPORATION

c/o Merrill Lynch & Co.,

      Merrill Lynch, Pierce, Fenner & Smith

Incorporated

      Four World Financial Center

      New York, New York 10080

c/o Citigroup Global Markets Inc.

      388 Greenwich Street

      New York, New York 10013

Ladies and Gentlemen:

1. General. Electronic Data Systems Corporation, a Delaware corporation (the Company), plans to make a tender offer to exchange (the Offer) up to an aggregate of 32,100,000 of the Companys outstanding FELINE PRIDES in the form of Income PRIDES (the Securities) for a combination of cash and shares of the Companys common stock (Company Shares) on the terms and subject to the conditions set forth in the Preliminary Prospectus dated the date hereof and attached hereto as Exhibit A (and as amended or supplemented from time to time prior to effectiveness of the Registration Statement (as defined below), the Preliminary Prospectus), and the related Letter of Transmittal (the Letter of Transmittal) dated the date hereof and attached hereto as Exhibit B.

The following materials to be used by the Company in connection with the Offer, as any of them may be amended, modified or supplemented from time to time, are collectively referred to herein as the Offer Material:

(a) The Companys Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the Commission) on March 31, 2004, in accordance with the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the 1933 Act) relating to the Offer and the issuance of the Company Shares in connection therewith. As used in this agreement (the Dealer Manager Agreement or this Agreement), the term Registration Statement means such registration statement, including all exhibits, financial statements, schedules or other information included or incorporated by reference therein, when it becomes effective under the 1933 Act, and as amended or supplemented from time to time.

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(b) The Companys Prospectus relating to the Offer and the Company Shares to be issued in connection therewith. As used in this Agreement, the term Prospectus means (i) any prospectus, as amended or supplemented on or prior to the Acceptance Date (including, but not limited to, the Preliminary Prospectus) that the Company uses, prepares, files, distributes or approves in writing which is used to solicit tenders of Securities in the Offer, or (ii) after the effectiveness of the Registration Statement, the prospectus, if any, filed with the Commission pursuant to Rule 424(b) under the 1933 Act, in the form it was first filed, provided that such prospectus was used to solicit tenders of Securities in the Offer on or prior to the Acceptance Date. All references in this Agreement to financial statements and schedules and other information which is contained, included or stated in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated, or deemed to be incorporated, by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be. Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include any documents, financial statements and schedules incorporated, or deemed to be incorporated, by reference therein pursuant to Form S-4 under the 1933 Act, as of the effective date of the Registration Statement or the date of the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement or the Prospectus shall be deemed to refer to and include any documents, financial statements and schedules filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the 1934Act) and so incorporated, or deemed to be incorporated, by reference (such incorporated documents, financial statements and schedules being herein called the IncorporatedDocuments). For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (EDGAR).

(c) The Tender Offer Statement on Schedule TO (the Schedule TO) filed or to be filed by the Company with the Commission pursuant to Rule 13e-4 under the 1934 Act and all amendments to the Schedule TO (each an amendment and, collectively, the Amendments) and the Letter of Transmittal.

(d) The Guidelines for Certification of Taxpayer Identification Number relating to the Offer.

(e) The form of letter to Registered Holders and The Depository Trust Company Participants relating to the Offer, and the form of letter to Clients of Registered Holders and The Depository Trust Company Participants relating to the Offer.

(f) The form of letter to Holders of Electronic Data Systems Corporations FELINE PRIDES relating to the Offer.

(g) Any other documents or materials whatsoever (including newspaper announcements and press releases) relating to the Offer that are distributed or made available to the public or the holders of the Securities by or at the direction of the Company in connection with the Offer.

2. Engagement as Dealer Managers. (a) The Company hereby retains each of Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc., J. P. Morgan Securities Inc. and SG Cowen Securities Corporation to act as the exclusive dealer managers with respect to the Offer (each a Dealer Manager and together, the Dealer Managers). On the basis of the representations and warranties and agreements of the Company herein contained and subject to and in accordance with the terms and conditions hereof and of the Offer Material, you hereby agree to act as Dealer Managers in connection with the Offer and in connection therewith, you shall act in accordance with your customary practices and shall perform those services in connection with the Offer that are customarily performed by investment banking firms in connection with acting as a dealer manager of exchange offers of a like nature, including, but not limited to, soliciting tenders pursuant to the Offer and communicating generally regarding the Offer with brokers, dealers, commercial banks and trust companies and other persons, including the holders of the Securities.

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(b) The Company acknowledges and agrees that each of the Dealer Managers have been retained hereunder to act solely as a Dealer Manager. In such capacity, each of the Dealer Managers shall act hereunder as an independent contractor and shall not be deemed the agent or fiduciary of the Company or any of its affiliates, equity holders or creditors or of any other person, and any of the duties of the Dealer Managers arising out of the Dealer Managers engagement pursuant to this Agreement shall be owed solely to the Company. None of the Dealer Managers shall be liable to the Company, its affiliates, equity holders or creditors or to any other person for any act or omission on the part of, and shall not be deemed to be the agent or fiduciary of, any broker or dealer (except that Merrill Lynch & Co. and Merrill Lynch, Pierce Fenner & Smith Incorporated may be deemed the agent or fiduciary of Merrill Lynch, Pierce, Fenner & Smith Incorporated in its capacity as broker or dealer), commercial bank or trust company and no such broker or dealer, commercial bank or trust company shall be deemed to be acting as the agent or fiduciary any of the Dealer Managers. Nothing contained in this Agreement shall constitute any of the Dealer Managers a partner of or joint venturer with the Company.

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