0001179706-07-000118 Sample Contracts

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control • November 6th, 2007 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • Texas

This Agreement, by and between Electronic Data Systems Corporation, a Delaware Corporation, its successors and assigns ("Company"), and Ronald P. Vargo ("Executive"), which supersedes and replaces all Change of Control Employment Agreements previously executed between Company and Executive (which previous Agreements Executive acknowledges are of no further force or effect), is dated as of the date executed by Executive as indicated on the last page of this Agreement ("Agreement").

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AMENDMENT TO PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT DATED [INSERT DATE OF 2005 OR 2006 PRSU AGREEMENT]
Performance Rsu Award Agreement • November 6th, 2007 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • Delaware

The Performance Restricted Stock Unit Award Agreement dated [insert date of 2005 or 2006 PRSU Award Agreement] ("Agreement"), by and between Electronic Data Systems Corporation, a Delaware Corporation ("EDS" or the "Company"), and [Participant Name] ("Grantee"), is modified pursuant to the terms of this Amendment dated as of the date of Grantee's signature indicated below ("Amendment").

AMENDMENT TO PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT DATED [INSERT DATE OF 2005 OR 2006 PRSU AGREEMENT]
Performance Rsu Award Agreement • November 6th, 2007 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • Delaware

The Performance Restricted Stock Unit Award Agreement dated [insert date of 2005 or 2006 PRSU Award Agreement] ("Agreement"), by and between Electronic Data Systems Corporation, a Delaware Corporation ("EDS" or the "Company"), and [Participant] ("Grantee"), is modified pursuant to the terms of this Amendment dated as of the date of Grantee's signature indicated below ("Amendment").

AMENDED AND RESTATED 2003 INCENTIVE PLAN OF ELECTRONIC DATA SYSTEMS CORPORATION TIME-VESTING RESTRICTED STOCK UNIT AWARD AGREEMENT DATED AUGUST 1, 2007 RONALD A. RITTENMEYER
Restricted Stock Unit Agreement • November 6th, 2007 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • Delaware

This grant is made pursuant to the Time-vesting Restricted Stock Unit Agreement dated as of August 1, 2007, between EDS and you, which Agreement is attached hereto and made a part hereof.

Executive Severance Benefit Agreement ("Agreement") between
Executive Severance Benefit Agreement • November 6th, 2007 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • Texas

This Agreement between Electronic Data Systems Corporation ("EDS" or the "Company") and Charles S. Feld ("Executive"), which supersedes and replaces all Executive Severance Benefit Agreements previously executed between EDS and Executive (which previous Agreements Executive acknowledges are of no further force or effect), is entered into and effective as of the date executed by Executive as indicated on the last page of this Agreement ("Effective Date").

Executive Severance Benefit Agreement ("Agreement") between Ronald P. Vargo ("Executive") and EDS
Severance Benefit Agreement • November 6th, 2007 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • Texas

This Agreement between Electronic Data Systems Corporation ("EDS" or the "Company") and Ronald P. Vargo ("Executive"), which supersedes and replaces all Executive Severance Benefit Agreements previously executed between EDS and Executive (which previous Agreements Executive acknowledges are of no further force or effect), is entered into and effective as of the date executed by Executive as indicated on the last page of this Agreement ("Effective Date").

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