AMENDED AND RESTATED

                      ELECTRONIC DATA SYSTEMS CORPORATION

                                INCENTIVE PLAN





     1.   Plan. This Amended and Restated Incentive Plan of Electronic Data

Systems Corporation (the "Plan") is a further amendment and restatement of the

Amended and Restated 1996 Incentive Plan of Electronic Data Systems Corporation

and, subject to approval by the stockholders of Electronic Data Systems

Corporation (the "Company"), shall be effective as of February 6, 2001.



     2.   Objectives. This Plan is designed to attract and retain key employees

of the Company and its Subsidiaries (as hereinafter defined), to attract and

retain qualified directors of the Company, to encourage the sense of

proprietorship of such employees and Directors, and to stimulate the active

interest of such persons in the development and financial success of the Company

and its Subsidiaries. These objectives are to be accomplished by making Awards

(as hereinafter defined) under this Plan and thereby providing Participants (as

hereinafter defined) with a proprietary interest in the growth and performance

of the Company and its Subsidiaries.



     3.   Definitions. As used herein, the terms set forth below shall have the

following respective meanings:



     "Annual Director Award Date" means, for each year, the first business day

of the month next succeeding the date upon which the annual meeting of

stockholders of the Company is held in such year.



     "Authorized Officer" means the Chairman of the Board or the Chief Executive

Officer of the Company (or any other senior officer of the Company to whom

either of them shall delegate the authority to execute any Award Agreement).



     "Award" means an Employee Award or a Director Award.



     "Award Agreement" means any Employee Award Agreement or Director Award

Agreement.



     "Board" means the Board of Directors of the Company.



     "Cash Award" means an award denominated in cash.



     "Code" means the Internal Revenue Code of 1986, as amended from time to

time.



     "Committee" means the Compensation and Benefits Committee of the Board or

such other committee of the Board as is designated by the Board to administer

the Plan.



     "Common Stock" means the Common Stock, par value $.01 per share, of the

Company.

     "Director" means an individual serving as a member of the Board.



     "Director Award" means the grant of an Award to a Nonemployee Director,

including, but not limited to, the grant of a Director Option or Director

Restricted Stock.



     "Director Award Agreement" means a written agreement between the Company

and a Participant who is a Nonemployee Director setting forth the terms,

conditions and limitations applicable to a Director Award.

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     "Director Options" means Nonqualified Options granted to Nonemployee

Directors pursuant to the applicable terms, conditions and limitations specified

in paragraph 9(a) hereof.



     "Director Restricted Stock" means Common Stock granted to Nonemployee

Directors pursuant to the applicable terms, conditions and limitations specified

in paragraph 9(b) hereof.



     "Disability" means, with respect to a Nonemployee Director, the inability

to perform the duties of a Director for a continuous period of more than three

months by reason of any medically determinable physical or mental impairment.



     "Dividend Equivalents" means, with respect to shares of Restricted Stock

that are to be issued at the end of the Restriction Period, an amount equal to

all dividends and other distributions (or the economic equivalent thereof) which

are payable to stockholders of record during the Restriction Period on a like

number of shares of Common Stock.



     "Employee" means an employee of the Company or any of its Subsidiaries.



     "Employee Award" means the grant of any Option, SAR, Stock Award, Cash

Award or Performance Award, whether granted singly, in combination or in tandem,

to a Participant who is an Employee pursuant to such applicable terms,

conditions and limitations as the Committee may establish in order to fulfill

the objectives of the Plan.



     "Employee Award Agreement" means a written agreement between the Company

and a Participant who is an Employee setting forth the terms, conditions and

limitations applicable to an Employee Award.



     "Exchange Act" means the Securities Exchange Act of 1934, as amended from

time to time.



     "Fair Market Value" of a share of Common Stock means, 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 for the principal

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