<PAGE>

                                                                     EXHIBIT 4.1
                                                                  EXECUTION COPY
     ____________________________________________________________________

                         SECOND SUPPLEMENTAL INDENTURE

                           DATED AS OF JUNE 26, 2001

                                    BETWEEN

                      ELECTRONIC DATA SYSTEMS CORPORATION

                                   AS ISSUER

                                      AND

                            THE CHASE MANHATTAN BANK

                                   AS TRUSTEE

     ____________________________________________________________________



                                       1
<PAGE>

                               Table of Contents
<TABLE>
<CAPTION>
                                                                         Page
<S>                                                                      <C>
Article I DEFINITIONS..................................................   1
   Section 1.1 Definition of Terms.....................................   1
Article II GENERAL TERMS AND CONDITIONS OF THE NOTES...................   3
   Section 2.1 Designation and Principal Amount........................   3
   Section 2.2 Maturity................................................   3
   Section 2.3 Form, Payment and Appointment...........................   3
   Section 2.4 Global Notes............................................   4
   Section 2.5 Interest................................................   5
Article III REDEMPTION OF THE NOTES....................................   6
   Section 3.1 Tax Event Redemption....................................   6
   Section 3.2 Redemption Procedures for Notes.........................   6
   Section 3.3 No Sinking Fund.........................................   6
   Section 3.4 Option to Put Notes upon Failed Secondary Remarketing...   6
   Section 3.5 Repurchase Procedure for Notes..........................   7
Article IV [Article IV RESERVED].......................................   7
Article V NOTICE.......................................................   7
   Section 5.1 Notice by the Company...................................   7
Article VI FORM OF NOTE................................................   8
   Section 6.1 Form of Note............................................   8
Article VII ORIGINAL ISSUE OF DISCOUNT.................................  20
   Section 7.1 Original Issue of Discount..............................  20
Article VIII MISCELLANEOUS.............................................  20
   Section 8.1 Ratification of Indenture...............................  20
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                      <C>
   Section 8.2 Trustee Not Responsible for Recitals....................  20
   Section 8.3 New York Law to Govern..................................  20
   Section 8.4 Separability............................................  20
   Section 8.5 Counterparts............................................  21
   Section 8.6 Provisions of Base Indenture Not Applicable.............  21
Article IX REMARKETING.................................................  21
   Section 9.1 Initial Remarketing Procedures..........................  21
   Section 9.2 Secondary Remarketing Procedures........................  23
</TABLE>

                                      ii

<PAGE>

          SECOND SUPPLEMENTAL INDENTURE, dated as of June 26, 2001 (the "Second
Supplemental Indenture"), between Electronic Data Systems Corporation, a
corporation duly organized and existing under the laws of the State of Delaware
(the "Company"), and The Chase Manhattan Bank (formerly Chase Bank of Texas
National Association and Texas Commerce Bank National Association), as trustee
(the "Trustee").

          WHEREAS, the Company executed and delivered the Indenture dated as of
August 12, 1996 (the "Base Indenture") to the Trustee to provide for the
issuance of the Company's debentures, notes, bonds or other evidence of
indebtedness (the "Securities"), to be issued from time to time in one or more
series as might be determined by the Company under the Base Indenture; and

          WHEREAS, pursuant to the terms of the Base Indenture, the Company
desires to provide for the establishment of a new series of its Securities to be
known as its Senior Notes due 2006 (the "Notes"), the form and terms of such
Notes and the terms, provisions and conditions thereof to be set forth as
provided in the Base Indenture and this Second Supplemental Indenture (together,
the "Indenture"); and

          WHEREAS, the Company has requested that the Trustee execute and
deliver this Second Supplemental Indenture and all requirements necessary to
make this Second Supplemental Indenture a valid, binding and enforceable
instrument in accordance with its terms, and to make the Notes, when executed,
authenticated and delivered by the Company, the valid, binding and enforceable
obligations of the Company, have been done and performed, and the execution and
delivery of this Second Supplemental Indenture has been duly authorized in all
respects.

          NOW THEREFORE, in consideration of the purchase and acceptance of the
Notes by the Holders thereof, and for the purpose of setting forth, as provided
in the Base Indenture, the form and terms of the Notes, the Company covenants
and agrees with the Company as follows:

                                   ARTICLE I

                                  DEFINITIONS

          Section 1.1    Definition of Terms

          Unless the context otherwise requires:

          (a) a term defined in the Base Indenture has the same meaning when
     used in this Second Supplemental Indenture;

          (b) a term defined anywhere in this Second Supplemental Indenture has
     the same meaning throughout;

          (c) the singular includes the plural and vice versa;
<PAGE>

          (d) headings are for convenience of reference only and do not affect
     interpretation;

          (e) the following terms have the meanings given to them in the
     Purchase Contract Agreement (i) Agent; (ii) Applicable Principal Amount,
     (iii) Authorized Newspaper; (iv) Cash Settlement; (v) Clearing Agency; (vi)
     Clearing Agency Participant; (vii) Growth PRIDES; (viii) Income PRIDES;
     (ix) Initial Remarketing; (x) Initial Remarketing Date; (xi) Purchase
     Agreement, (xii) Purchase Contract; (xiii) Quotation Agent; (xiv)
     Redemption Price; (xv) Reset Agent; (xvi) Reset Announcement Date; (xvii)
     Reset Rate; (xviii) Reset Spread; (xix) Secondary Remarketing; (xx)
     Secondary Remarketing Date; (xxi) Tax Event; (xxii) Treasury Portfolio;
     (xxiii) Treasury Portfolio Purchase Price; (xxiv) Two-Year Benchmark
     Treasury; and (xxv) Two and One-Quarter Year Benchmark Treasury;

          (f) the following terms have the meanings given to them in this
     Section 1.1(f):

              "Failed Initial Remarketing" shall have the meaning set forth in
          Section 9.1(g).

              "Failed Secondary Remarketing" shall have the meaning set forth
          in Section 9.2(h).

              "Global Notes" shall have the meaning set forth in Section 2.4.

              "Maturity Date" shall have the meaning specified in Section 2.2.

              "Minimum Initial Remarketing Price" has the meaning specified in
          the Remarketing Agreement.

              "Notes" shall have the meaning specified in Section 2.1.

              "Note Repayment Price'" shall have the meaning set forth in
          Section 3.4.

              "Pledge Agreement" means the Pledge Agreement dated as of June
          26, 2001 among the Company, First Union Trust Company, National
          Association, as collateral agent (the "Collateral Agent"), custodial
          agent and securities intermediary and The Chase Manhattan Bank, as
          purchase contract agent and attorney-in-fact.

              "Purchase Contract Agreement" means the Purchase Contract
          Agreement dated as of June 26, 2001, among the Company and The Chase
          Manhattan Bank, as purchase contract agent.

              "Purchase Contract Settlement Date" means August 17, 2004.

              "Put Option" shall have the meaning set forth in Section 3.4.

                                       2
<PAGE>

              "Put Option Exercise Date" shall have the meaning set forth in
          Section 3.4.

              "Regular Record Date" means, with respect to any Interest Payment
          Date for the Notes, the close of business on the first day of the
          month in which such Interest Payment Date falls.

              "Remarketing Agent" means Merrill Lynch, Pierce, Fenner & Smith
          Incorporated or any successor thereto or replacement Remarketing Agent
          under the Remarketing Agreement.

              "Remarketing Agreement" means the Remarketing Agreement, dated as
          of June 26, 2001, between the Company, Merrill Lynch, Pierce, Fenner &
          Smith Incorporated, as remarketing agent and The Chase Manhattan Bank,
          as purchase contract agent and attorney-in-fact.

              "Reset Effective Date" means (i) May 17, 2004 in case the
          interest rate is reset on the Initial Remarketing Date, or (ii) the
          Purchase Contract Settlement Date, in case the interest rate is reset
          on the Secondary Remarketing Date.

          The terms "Indenture," "Base Indenture," and "Notes" shall have the
respective meanings set forth in the recitals to this Second Supplemental
Indenture and the paragraph preceding such recitals.

                                   ARTICLE II

                   GENERAL TERMS AND CONDITIONS OF THE NOTES

          Section 2.1    Designation and Principal Amount.

          There is hereby authorized a series of Securities designated the
Senior Notes due 2006, (the "Notes") limited (except as otherwise provided in
Article II of the Base Indenture) in aggregate principal amount to
$1,610,000,000.  The Notes may be issued from time to time upon written order of
the Company for the authentication and delivery of Notes pursuant to Section
2.05 of the Base Indenture.

          Section 2.2    Maturity.

          The date upon which the Notes shall become due and payable at final
maturity, together with any accrued and unpaid interest, is August 17, 2006 (the
"Maturity Date").

          Section 2.3    Form, Payment and Appointment.

          Except as provided in Section 2.4, the Notes shall be issued in fully
registered, certificated form, bearing identical terms.  Principal of and
premium, if any, and interest on the Notes will be payable, the transfer of such
Notes will be registrable and such Notes will be exchangeable for Notes bearing
identical terms and provisions at the office or agency of the Company maintained
for such purpose as described below; provided, however, that payment of

                                       3
<PAGE>

interest may be made at the option of the Company by check mailed to the Holder
at such address as shall appear in the Debt Securities Register or by wire
transfer to an account appropriately designated by the Holder entitled to
payment.

          The Company hereby designates the Borough of Manhattan, The City of
New York as the place of payment ("Place of Payment") for the Notes, and the
office or agency maintained by the Company in such Place of Payment for the
purposes contemplated by this Section 2.3 shall initially be the Corporate Trust
Office of the Trustee.

          The Registrar, transfer agent and Paying Agent for the Notes shall be
The Chase Manhattan Bank.

          The Notes shall be issuable in denominations of $50 and integral
multiples of $50 in excess thereof.

          The Notes may be issued, in whole or in part, in permanent global form
and, if issued in permanent global form, the Depositary shall be The Depository
Trust Company or such other depositary as any officer of the Company may from
time to time designate.

          Section 2.4    Global Notes. Any Notes that are no longer part of
Income PRIDES will be issued initially in the form of one or more Global
Securities (the "Global Notes") registered in the name of the Depositary or its
nominee. Unless and until it is exchanged for the Notes in registered form, such
Global Notes may be transferred, in whole but not in part, only to the Clearing
Agency or a nominee of the Clearing Agency, or to a successor Clearing Agency
selected or approved by the Company or to a nominee of such successor Clearing
Agency.

          (b) If at any (i) time the Clearing Agency notifies the Company that
it is unwilling or unable to continue as a Clearing Agency for the Global Notes
and no successor Clearing Agency shall have been appointed within 90 days after
such notification, (ii) the Clearing Agency at any time ceases to be a clearing
agency registered under the Securities Exchange Act of 1934 at any time the
Clearing Agency is required to be so registered to act as such Clearing Agency
and no successor Clearing Agency shall have been appointed within 90 days after
the Company becoming aware of the Clearing Agency's ceasing to be so registered,
(iii) the Company, in its sole discretion, determines that the Global Notes
shall be so exchangeable or (iv) there shall have occurred and be continuing an
Event of Default, the Company will execute, and subject to Article II of the
Base Indenture, the Trustee, upon written notice from the Company, will
authenticate and deliver the Notes in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount equal
to the principal amount of the Global Note in exchange for such Global Note.

          Upon exchange of the Global Note for such Notes in definitive
registered form without coupons, in authorized denominations, the Global Note
shall be cancelled by the Trustee.  Such Notes in definitive registered form
issued in exchange for the Global Note shall be registered in such names and in
such authorized denominations as the Clearing Agency, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee.  The Trustee shall deliver such Securities to the Clearing Agency for
delivery to the Persons in whose names such Securities are so registered.

                                       4
<PAGE>

          Section 2.5    Interest.

          (a) The Note will bear interest initially at the rate of 5.78% per
year (the "Coupon Rate") from the original date of issuance through and
including the day immediately preceding the Reset Effective Date and at the
Reset Rate thereafter until the principal thereof is paid or duly made available
for payment and shall bear interest, to the extent permitted by law, compounded
quarterly, on any overdue principal and premium, if any, and on any overdue
installment of interest at the Coupon Rate through and including the day
immediately preceding the Reset Effective Date and at the Reset Rate thereafter,
payable quarterly in arrears on February 17, May 17, August 17 and November 17
of each year (each, an "Interest Payment Date") commencing on August 17, 2001,
to the Person in whose name such Note, or any predecessor Note, is registered at
the close of business on the Regular Record Date for such interest installment.

          (b) The interest rate on the Notes will be reset on the Initial
Remarketing Date to the applicable Reset Rate (which Reset Rate will be
effective on and after May 17, 2004) except in the event of a Failed Initial
Remarketing.  In the event of a Failed Initial Remarketing, the interest rate on
the Notes will be reset on the Secondary Remarketing Date to the applicable
Reset Rate (which Reset Rate will be effective on and after the Purchase
Contract Settlement Date).  On the applicable Reset Announcement Date, the
applicable Reset Spread and the Two-Year Benchmark Treasury or Two and One-
Quarter Year Benchmark Treasury, as applicable, will be announced by the
Company.  On the Business Day immediately following such Reset Announcement
Date, the Holders of Notes will be notified of such Reset Spread and Two-Year
Benchmark Treasury or Two and One-Quarter Year Benchmark Treasury, as
applicable, by the Company.  Such notice shall be sufficiently given to such
Holders of Notes if published in an Authorized Newspaper.

          (c) Not later than seven calendar days nor more than 15 calendar days
immediately preceding the applicable Reset Announcement Date, the Company will
request that the Clearing Agency or its nominee (or any successor Clearing
Agency or its nominee) notify the Holders of Notes of such Reset Announcement
Date and, in the case of a Secondary Remarketing, the procedures to be followed
by such holders of Notes wishing to settle the related Purchase Contracts with
separate cash on the Business Day immediately preceding the Purchase Contract
Settlement Date.

          (d) The amount of interest payable for any period will be computed on
the basis of a 360-day year consisting of twelve 30-day months.  Except as
provided in the following sentence, the amount of interest payable for any
period other than a full quarterly period for which interest is computed will be
computed on the basis of the actual number of days elapsed in such a 90-day
period.  In the event that any date on which interest is payable on the Notes is
not a Business Day, then payment of interest payable on such date will be made
on the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date.

                                       5
<PAGE>

                                  ARTICLE III

                            REDEMPTION OF THE NOTES

          Section 3.1    Tax Event Redemption.

          If a Tax Event shall occur and be continuing, the Company may, at its
option, redeem the Notes in whole (but not in part) at any time at a price per
Note equal to the Redemption Price.  Installments of interest on Notes which are
due and payable on or prior to the date of redemption (the "Tax Event Redemption
Date") will be payable to the Holders of the Notes registered as such at the
close of business on the Regular Record Date.  If, following the occurrence of a
Tax Event prior to the Purchase Contract Settlement Date, the Company exercises
its option to redeem the Notes, the Company shall appoint the Quotation Agent to
assemble the Treasury Portfolio in consultation with the Company.  Notice of any
redemption will be mailed at least 30 days but not more than 60 days before the
Tax Event Redemption Date to each registered Holder of the Notes to be repaid at
its registered address.  Unless the Company defaults in payment of the
Redemption Price, on and after the Tax Event Redemption Date interest shall
cease to accrue on the Notes.

          Section 3.2    Redemption Procedures for Notes.

          Payment of the Redemption Price to each Holder of Notes shall be made
by the Company, no later than 12:00 noon, New York City time, on the Tax Event
Redemption Date, by check or wire transfer in immediately available funds at
such place and to such account as may be designated by each such Holder of
Notes, including the Trustee or the Collateral Agent, as the case maybe.  If the
Trustee holds immediately available funds sufficient to pay the Redemption Price
of the Notes, then, on such Tax Event Redemption Date, such Notes will cease to
be outstanding and interest thereon will cease to accrue, whether or not such
Notes have been received by the Company, and all other rights of the Holder in
respect of the Notes shall terminate and lapse (other than the right to receive
the Redemption Price upon delivery of such Notes but without interest on such
Redemption Price).

          Section 3.3    No Sinking Fund.

          The Notes are not entitled to the benefit of any sinking fund.

          Section 3.4    Option to Put Notes upon Failed Secondary Remarketing.

          If a Failed Secondary Remarketing (as described in Section 5.5(b) of
the Purchase Contract Agreement and incorporated herein by reference) has
occurred, holders of Notes who hold such Notes following the Purchase Contract
Settlement Date shall have the right (the "Put Option") to put such Notes to the
Company on September 30, 2004 (the "Put Option Exercise Date"), upon at least
three Business Days prior notice, at a repayment price equal to the principal
amount of such Notes plus an amount equal to the accrued and unpaid interest
thereon to the date of payment (the "Note Repayment Price").

          Section 3.5    Repurchase Procedure for Notes.

                                       6
<PAGE>

          (a) In order for the Notes to be repurchased on the Put Option
Exercise Date, the Trustee must receive on or prior to 5:00 p.m. New York City
time on the third Business Day immediately preceding the Put Option Exercise
Date, at its Corporate Trust Office or at an office or agency maintained by the
Company in the Borough of Manhattan, The City of New York as contemplated by
Section 2.3 hereof, the Notes to be repurchased with the form entitled "Option
to Elect Repayment" on the reverse of or otherwise accompanying such Notes duly
completed.  Any such notice received by the Trustee shall be irrevocable.  All
questions as to the validity, eligibility (including time of receipt) and
acceptance of the Notes for repayment shall be determined by the Company, whose
determination shall be final and binding.

          (b) Payment of the Note Repayment Price shall be made through the
Trustee, subject to the Trustee's receipt of payment from the Company in
accordance with the terms of the Indenture, no later than 12:00 noon, New York
City time, on the Put Option Exercise Date, and to such account as may be
designated by the applicable Holder.  If the Trustee holds immediately available
funds sufficient to pay the Note Repayment Price of Notes presented for
repayment, then, immediately prior to the close of business on the Put Option
Exercise Date, such Notes will cease to be outstanding and Interest thereon will
cease to accrue, whether or not such Notes have been received by the Company,
and all other rights of the Holder in respect of the Notes, including the
Holder's right to require the Company to repay such Notes, shall terminate and
lapse (other than the right to receive the Note Repayment Price upon delivery of
such Notes but without interest on such Note Repayment Price).  Neither the
Trustee nor the Company will be required to register or cause to be registered
the transfer of any Note for which repayment has been elected.

                                   ARTICLE IV

                             [ARTICLE IV RESERVED]



                                   ARTICLE V

                                     NOTICE

          Section 5.1    Notice by the Company.

          The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company that would prohibit the making
of any payment of monies to or by the Trustee in respect of the Notes.
Notwithstanding any of the provisions of the Base Indenture and this Second
Supplemental Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment of monies
to or by the Trustee in respect of the Notes; provided, however, that if the
Trustee shall not have received the notice provided for in this Article V at
least two Business Days prior to the date upon which by the terms hereof any
money may become payable for any purpose (including, without limitation, the
payment of the principal of (or premium, if any) or interest on any Note), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purposes for

                                       7
<PAGE>

which they were received, and shall not be affected by any notice to the
contrary that may be received by it within two Business Days prior to such date.

                                   ARTICLE VI

                                  FORM OF NOTE

          Section 6.1    Form of Note.

          The Notes and the Trustee's Certificate of Authentication to be
endorsed thereon are to be substantially in the following forms, with such
changes therein as the officers of the Company executing the Notes (by manual or
facsimile signature) may approve, such approval to be conclusively evidenced by
their execution thereof:

                             (FORM OF FACE OF NOTE)

IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - THIS NOTE IS A GLOBAL NOTE WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY TRUST
COMPANY.  THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TRUST COMPANY TO A
NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY TRUST
COMPANY TO THE DEPOSITORY TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY
TRUST COMPANY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE OF SUCH
SUCCESSOR) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.

CUSIP No.________________

$________________________

                                       8
<PAGE>

                      ELECTRONIC DATA SYSTEMS CORPORATION
                               5.78% SENIOR NOTE
                                    DUE 2006

          ELECTRONIC DATA SYSTEMS CORPORATION, a Delaware corporation (the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay
to____________________, or registered assigns, the principal sum
of_________________ Dollars ($___________) on August 17, 2006 (such date is
hereinafter referred to as the "Maturity Date"), and to pay interest on said
principal sum from June 26, 2001 or from the next recent date to which interest
has been paid or duly provided for, quarterly in arrears on February 17, May 17,
August 17 and November 17 of each year (each such date, an "Interest Payment
Date"), commencing on August 17, 2001 initially at the rate of 5.78% per year
through and including the day immediately preceding the Reset Effective Date and
at the Reset Rate thereafter until the principal hereof shall have been paid or
duly made available for payment and, to the extent permitted by law, to pay
interest, compounded quarterly, on any overdue principal and premium, if any,
and on any overdue installment of interest at the rate per year of 5.78% through
and including the day immediately preceding the Reset Effective Date and at the
Reset Rate thereafter.  The amount of interest payable on any Interest Payment
Date shall be computed on the basis of a 360-day year consisting of twelve 30-
day months and, except as provided in the Indenture (as defined below), the
amount of interest payable for any period shorter than a full quarterly period
for which interest is computed will be computed on the basis of the actual
number of days elapsed in such 90-day period.  In the event that any date on
which interest is payable on this Note is not a Business Day, then payment of
interest payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay), except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such Interest Payment
Date.  The interest installment so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to
the person in whose name this Note (or one or more predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
installment which shall be the close of business on the first day of the month
in which such Interest Payment Date falls.  Any such interest installment not
punctually paid or duly provided for on any Interest Payment Date shall
forthwith cease to be payable to the registered Holders at the close of business
on such Regular Record Date and may be paid to the Person in whose name this
Note (or one or more predecessor Securities) is registered at the close of
business on a special record date to be fixed by the Trustee for the payment of
such defaulted interest, notice whereof shall be given to the registered Holders
of this series of Notes not less than 10 days prior to such special record date,
or may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange, if any, on which the Notes may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture.  The principal of (and premium, if any) and the
interest on this Note shall be payable at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York in
any coin or currency of the United States of America that at the time of payment
is legal tender for payment of public and private debts; provided, however, that
payment of interest may be made at the option of the Company by check mailed to
the registered Holder at such

                                       9
<PAGE>

address as shall appear in the Debt Security Register or by wire transfer to an
account appropriately designated by the Holder entitled thereto.

          The indebtedness evidenced by this Note is, to the extent provided in
the Indenture, senior and unsecured and will rank equal in right of payment to
all other senior unsecured obligations of the Company.

          This Note shall not be entitled to any benefit under the Indenture
hereinafter referred to or be valid or obligatory for any purpose until the
Certificate of Authentication shall have been signed by or on behalf of the
Trustee.

          The provisions of this Note are continued on the reverse side hereof
and such continued provisions shall for all purposes have the same effect as
though fully set forth at this place.

                                      10
<PAGE>

IN WITNESS WHEREOF, the Company has caused this instrument to be executed.

Dated:  June 26, 2001

                                    ELECTRONIC DATA SYSTEMS
                                    CORPORATION, as Issuer



                                    By:______________________________
                                      Name:
                                      Title:

Attest:


By:____________________________
   Name:
   Title:

                                      11
<PAGE>

                         CERTIFICATE OF AUTHENTICATION

This is one of the Debt Securities of the series designated therein referred to
in the within-mentioned Indenture.

Dated June 26, 2001

THE CHASE MANHATTAN BANK,

as Trustee

By______________________________________
            Authorized Signatory

                                      12
<PAGE>

                           (FORM OF REVERSE OF NOTE)

          This Note is one of a duly authorized series of Securities of the
Company (herein sometimes referred to as the "Notes"), issued and to be issued
in one or more series under and pursuant to an Indenture dated as of August 12,
1996 (the "Base Indenture") between the Company and The Chase Manhattan Bank, as
Trustee (the "Trustee," which term includes any successor trustee under the
Indenture), as supplemented by a Second Supplemental Indenture, dated as of June
26, 2001 (the "Second Supplemental Indenture") between the Company and the
Trustee (the Base Indenture as so supplemented, the "Indenture"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the Notes.
By the terms of the Indenture, the Debt Securities are issuable in series that
may vary as to amount, date of maturity, rate of interest and in other respects
as provided in the Indenture.  This series of Debt Securities is limited in
aggregate principal amount as specified in said Second Supplemental Indenture.

          If a Tax Event shall occur and be continuing, the Company may, at its
option, redeem the Notes in whole (but not in part) at any time at a price per
Note equal to the Redemption Price.  The Redemption Price shall be paid to each
Holder of the Notes by the Company, no later than 12:00 noon, New York City
time, on the Tax Event Redemption Date, by check or wire transfer in immediately
available funds, at such place and to such account as may be designated by each
such Holder.

          The Notes are not entitled to the benefit of any sinking fund.

          If a Failed Secondary Remarketing (as described in Section 5.5(b) of
the Purchase Contract Agreement and incorporated herein by reference) has
occurred, each holder of Notes who holds such Notes on the day immediately
following the Purchase Contract Settlement Date shall have the right (the "Put
Option") to put such Notes to the Company, on September 30, 2004 (the "Put
Option Exercise Date"), upon at least three Business Days prior notice, at a
repayment price equal to the principal amount of this Note plus an amount equal
to the accrued and unpaid interest thereon to the date of payment (the "Note
Repayment Price").

          In order for the Notes to be so repurchased, the Trustee must receive,
on or prior to 5:00 p.m. New York City Time on the third Business Day
immediately preceding the Put Option Exercise Date, at its Corporate Trust
Office, or at an office or agency maintained by the Company in the Borough of
Manhattan, The City of New York as contemplated by Section 2.3 of the Second
Supplemental Indenture, the Notes to be repurchased with the form entitled
"Option to Elect Repayment" on the reverse of or otherwise accompanying such
Notes duly completed.  Any such notice received by the Trustee shall be
irrevocable.  All questions as to the validity, eligibility (including time of
receipt) and acceptance of the Notes for repayment shall be determined by the
Company, whose determination shall be final and binding.  The payment of the
Note Repayment Price in respect of such Notes shall be made no later than 12:00
noon, New York City time, on the Put Option Exercise Date.

          In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Notes may be declared,
and upon such declaration shall

                                      13
<PAGE>

become, due and payable (or, in certain circumstances shall ipso facto become
due and payable), in the manner, with the effect and subject to the conditions
provided in the Indenture.

          The Indenture contains provisions permitting, with certain exceptions
therein provided, the Company and the Trustee, with the consent of the Holders
of not less than a majority in aggregate principal amount of the Outstanding
Debt Securities of each series affected to execute supplemental indentures for
the purpose of, among other things, adding any provisions to or changing or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or of modifying the rights of the Holders of the Debt Securities.  The
Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Debt Securities of any series at the time
Outstanding, on behalf of all of the Holders of all Debt Securities of such
series, to waive a Default or Event of Default with respect to such series and
its consequences, except a Default or Event of Default in the payment of the
principal of or premium, if any, or interest on any of the Debt Securities of
such series or in respect of a covenant or other provision which, under the
terms of the Indenture, cannot be modified or amended without the consent of the
Holder of each Outstanding Debt Security of such series affected.  Any such
consent or waiver by the registered Holder of this Note (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued in exchange for or
in place hereof (whether by registration of transfer or otherwise), irrespective
of whether or not any notation of such consent or waiver is made upon this Note.

          No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Note at the time and place and at the rate and in the money
herein prescribed.

          As provided in the Indenture and subject to certain limitations
therein set forth, this Note is transferable by the registered Holder hereof on
the Debt Security Register of the Company, upon surrender of this Note for
registration of transfer at the office or agency of the Company maintained for
such purpose in the Borough of Manhattan, The City of New York, accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Company or the Trustee duly executed by the registered Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Notes of
authorized denominations and for the same aggregate principal amount will be
issued to the designated transferee or transferees.  No service charge will be
made for any such transfer, but the Company may require payment of a sum
sufficient to cover any transfer tax or similar governmental charge payable in
relation thereto.

          Prior to due presentment for registration of transfer of this Note,
the Company, the Trustee, any Paying Agent and the Registrar may deem and treat
the registered Holder hereof as the absolute owner hereof (whether or not this
Note shall be overdue and notwithstanding any notice of ownership or writing
hereon made by anyone other than the Registrar) for the purpose of receiving
payment of or on account of the principal hereof and premium, if any, and
interest due hereon and for all other purposes, and neither the Company nor the
Trustee nor any Paying Agent nor any Registrar shall be affected by any notice
to the contrary.

                                      14
<PAGE>

          No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture, against any incorporator,
shareholder, officer or director, past, present or future, as such, of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issuance hereof, expressly waived and
released.

          The Indenture imposes certain limitations on the ability of the
Company to, among other things, merge or consolidate with any other Person or
sell, assign, transfer or lease all or substantially all of its properties or
assets, and requires that the Company comply with certain further covenants.
All such covenants and limitations are subject to a number of important
qualifications and exceptions.  The Company must report periodically to the
Trustee on compliance with the covenants in the Indenture.

          The Notes of this series are issuable only in registered form without
coupons in denominations of $50 and any integral multiple thereof.  As provided
in the Indenture and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering the same.

          All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

          The Notes are subject to the covenants set forth in the Indenture.

          This Note shall be governed by and construed in accordance with the
law of the State of New York.

                                      15
<PAGE>

                           OPTION TO ELECT REPAYMENT

          The undersigned hereby irrevocably requests and instructs the Company
to repay $____ principal amount of the within Note, pursuant to its terms, on
the "Put Option Exercise Date," together with any interest thereon accrued but
unpaid to the date of repayment, to the undersigned at:

(Please print or type name and address of the undersigned)

and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Note or Notes representing the remaining aggregate principal amount of this
Note.

For this Option to Elect Repayment to be effective, this Note with the Option to
Elect Repayment duly completed must be received by the Trustee at c/o Mauri
Cowen, The Chase Manhattan Bank, 600 Travis Street, Suite 1150, Houston, Texas
77002, no later than 5:00 p.m. on the third Business Day immediately preceding
September 30, 2004.

Dated: ___________________    Signature:________________________________

                              Signature Guarantee:______________________

Note:  The signature to this Option to Elect Repayment must correspond with the
name as written upon the face of the within Note without alteration or
enlargement or any change whatsoever.

                                      16
<PAGE>

                              SIGNATURE GUARANTEE

          Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      17
<PAGE>

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to:

_______________________________________________________________________________
_______________________________________________________________________________

(Insert assignee's social security or tax identification number)

_______________________________________________________________________________
_______________________________________________________________________________

(Insert address and zip code of assignee)

and irrevocably appoints

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________


agent to transfer this Note on the books of the Company.  The agent may
substitute another to act for him or her.

Date: ____________________

                              Signature:
                              ________________________________
                              Signature Guarantee:_________________________

(Sign exactly as your name appears on the other side of this Note)

                                      18
<PAGE>

                              SIGNATURE GUARANTEE

          Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      19
<PAGE>

                                  ARTICLE VII


                           ORIGINAL ISSUE OF DISCOUNT

          Section 7.1    Original Issue of Discount.

          To the extent that such duty is not performed by the Purchase Contract
Agent pursuant to Section 7.14 of the Purchase Contract Agreement, the Company
shall file with the Trustee promptly at the end of each calendar year (i) a
written notice specifying the amount of original issue discount (including daily
rates and accrual periods) accrued on Outstanding Notes as of the end of the
year and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time.

                                  ARTICLE VIII

                                 MISCELLANEOUS

          Section 8.1    Ratification of Indenture.

          The Indenture as supplemented by this Second Supplemental Indenture,
is in all respects ratified and confirmed, and this Second Supplemental
Indenture shall be deemed part of the Indenture in the manner and to the extent
herein and therein provided.

          Section 8.2    Trustee Not Responsible for Recitals.

          The recitals herein contained are made by the Company and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof.
The Trustee makes no representation as to the validity or sufficiency of this
Second Supplemental Indenture.

          Section 8.3    New York Law to Govern.

          THIS SECOND SUPPLEMENTAL INDENTURE, EACH NOTE AND EACH COUPON SHALL BE
DEEMED TO BE NEW YORK CONTRACTS, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF SAID STATE (WITHOUT REFERENCE TO PRINCIPLES OF
CONFLICTS OF LAW).

          Section 8.4    Separability.

          In case any one or more of the provisions contained in this Second
Supplemental Indenture or in the Notes shall for any reason be held to be
invalid, illegal or unenforceable in any respect, then, to the extent permitted
by law, such invalidity, illegality or unenforceability shall not affect any
other provisions of this Second Supplemental Indenture or of the Notes, but this
Second Supplemental Indenture and the Notes shall be construed as if such
invalid or illegal or unenforceable provision had never been contained herein or
therein.

                                      20
<PAGE>

          Section 8.5    Counterparts.

          This Second Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.

          Section 8.6    Provisions of Base Indenture Not Applicable.

          The provisions of Article XI of the Base Indenture shall not apply to
the Notes.

                                   ARTICLE IX

                                  REMARKETING

          Section 9.1    Initial Remarketing Procedures.

          (a) The Company will request, not later than seven nor more than 15
calendar days prior to the Initial Remarketing Date that the Clearing Agency
notify the Holders of the Notes and the Holders of Income PRIDES and Growth
PRIDES of the Initial Remarketing.

          (b) Not later than 5:00 P.M., New York City time, on the second
Business Day immediately preceding the Initial Remarketing Date, each Holder of
the Notes not constituting components of Income PRIDES may elect to have Notes
held by such Holder remarketed.  Holders of Notes that are not a component of
Income PRIDES shall give notice of their election to have such Notes remarketed
to the Collateral Agent pursuant to the Pledge Agreement.  Any such notice shall
be irrevocable after 5:00 P.M., New York City time, on the second Business Day
immediately preceding the Initial Remarketing Date and may not be conditioned
upon the level at which the Reset Rate is established.  Promptly after 5:30
P.M., New York City time, on such second Business Day, the Trustee, based on the
notices received by it prior to such time (including notices from the Purchase
Contract Agent as to Purchase Contracts for which Cash Settlement has been
elected), shall notify the Company and the Remarketing Agent of the number of
Notes to be tendered for remarketing.  Under Section 5.4 of the Purchase
Contract Agreement, Notes that constitute components of Income PRIDES will be
remarketed as provided therein and in this Section 9.1.  The Notes constituting
components of Income PRIDES shall be deemed tendered, notwithstanding any
failure by the Holder of such Income PRIDES to deliver or properly deliver such
Notes to the Remarketing Agent for purchase.

          (c) The right of each Holder to have Notes tendered for Initial
Remarketing or the Secondary Remarketing, as the case may be, shall be limited
to the extent that (i) the Remarketing Agent conducts an Initial Remarketing
and, in the event of a Failed Remarketing, a Secondary Remarketing pursuant to
the terms of the Remarketing Agreement, (ii) Notes tendered have not been called
for redemption, (iii) the Remarketing Agent is able to find a purchaser or
purchasers for tendered Notes at a price of not less than the Minimum Initial
Remarketing Price, in the case of the Initial Remarketing, and 100% of the
principal amount thereof, in case of the Secondary Remarketing, and (iv) such
purchaser or purchasers deliver the purchase price therefor to the Remarketing
Agent as and when required.  Each Holder of Notes that are

                                      21
<PAGE>

remarketed in a Successful Initial Remarketing agrees that a remarketing fee in
an amount set forth in the Remarketing Agreement shall be deducted from the
proceeds of the remarketing.

          (d) On the Initial Remarketing Date, the Remarketing Agent shall use
reasonable efforts to remarket, at a price per Note such that the aggregate
price for the Applicable Principal Amount of Notes is equal to approximately
100.5% of the Treasury Portfolio Purchase Price, Notes tendered or deemed
tendered for purchase.

          (e) If there are no Income PRIDES outstanding and none of the Holders
elect to have Notes held by them remarketed, the Reset Rate shall be the rate
determined by the Reset Agent, subject to the terms of the Remarketing
Agreement, as the rate that would have been established had a remarketing been
held on the Initial Remarketing Date.

          (f) If the Remarketing Agent has determined that it will be able to
remarket all Notes tendered or deemed tendered prior to 4:00 P.M., New York City
time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of
the Remarketing Agreement, shall determine the Reset Rate.

          (g) If, by 4:00 P.M., New York City time, on the Initial Remarketing
Date, (i) the Remarketing Agent is unable to remarket all Notes tendered or
deemed tendered for purchase, at a price per Note such that the aggregate price
for the Applicable Principal Amount of Notes is equal to or at least 100% of the
Treasury Portfolio Purchase Price, or (ii) if the Initial Remarketing shall not
have occurred because a condition precedent to the Remarketing shall not have
been fulfilled, a failed remarketing ("Failed Initial Remarketing") shall be
deemed to have occurred and the Remarketing Agent shall so advise by telephone
the Collateral Agent, the Purchase Contract Agent, Company, Trustee, and
Clearing Agency.  If requested by the Collateral Agent, the Purchase Contract
Agent, the Trustee or the Clearing Agency, the Company shall confirm such advice
in writing.

          (h) By approximately 4:30 P.M., New York City time, on the Initial
Remarketing Date, provided that there has not been a Failed Initial Remarketing,
the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the
Purchase Contract Agent, the Company, Trustee, and Clearing Agency of the Reset
Rate determined in the Initial Remarketing and the aggregate principal amount of
Notes sold in the Initial Remarketing, (ii) each purchaser (or the Clearing
Agency Participant thereof) of the Reset Rate and the aggregate principal amount
of Notes such purchaser is to purchase and (iii) each purchaser to give
instructions to its Clearing Agency Participant to pay the purchase price on May
17, 2004 in same day funds against delivery of the Notes purchased through the
facilities of the Clearing Agency.

          (i) In accordance with the Clearing Agency's normal procedures, on May
17, 2004, the transactions described above with respect to each Note tendered
for purchase and sold in the Initial Remarketing shall be executed through the
Clearing Agency, and the accounts of the respective Clearing Agency Participants
shall be debited and credited and such Notes delivered by book entry as
necessary to effect purchases and sales of such Notes.  The Clearing Agency
shall make payment in accordance with its normal procedures.

                                      22
<PAGE>

          (j) If any Holder selling Notes in the Initial Remarketing fails to
deliver such Notes, the Clearing Agency Participant of such selling Holder and
of any other Person that was to have purchased Notes in the Initial Remarketing
may deliver to any such other Person an aggregate principal amount of Notes that
is less than the aggregate principal amount of Notes that otherwise was to be
purchased by such Person.  In such event, the aggregate principal amount of
Notes to be so delivered shall be determined by such Clearing Agency
Participant, and delivery of such lesser aggregate principal amount of Notes
shall constitute good delivery.

          (k) The Remarketing Agent is not obligated to purchase any Notes in
the Initial Remarketing or otherwise.  Neither the Trustee, the Purchase
Contract Agent, the Company nor the Remarketing Agent shall be obligated in any
case to provide funds to make payment upon tender of Notes for remarketing.

          (l) The tender and settlement procedures set forth in this Section
9.1, including provisions for payment by purchasers of Notes in the Initial
Remarketing, shall be subject to modification, notwithstanding any provision to
the contrary set forth herein, to the extent required by the Clearing Agency or
if the book-entry system is no longer available for the Notes at the time of the
Initial Remarketing, to facilitate the tendering and remarketing of Notes in
certificated form.  In addition, the Remarketing Agent may, notwithstanding any
provision to the contrary set forth herein, modify the settlement procedures set
forth herein in order to facilitate the settlement process.

          (m) Anything herein to the contrary notwithstanding, the Reset Rate
shall in no event exceed the maximum rate permitted by applicable law and, as
provided in the Remarketing Agreement, neither the Remarketing Agent nor the
Reset Agent shall have any obligation to determine whether there is any
limitation under applicable law on the Reset Rate or, if there is any such
limitation, the maximum permissible Reset Rate on the Notes and they shall rely
solely upon written notice from the Company (which the Company agrees to provide
prior to the 10th Business Day before May 17, 2004) as to whether or not there
is any such limitation and, if so, the maximum permissible Reset Rate.

          Section 9.2    Secondary Remarketing Procedures.

          (a) If a Failed Initial Remarketing has occurred, the Company will
request, not later than seven nor more than 15 calendar days prior to the
Secondary Remarketing Date that the Clearing Agency notify the Holders of the
Notes of the Secondary Remarketing and of the procedures that must be followed
if a Holder of Notes wishes to exercise such Holder's rights with respect to the
Put Option if there is a Failed Secondary Remarketing.

          (b) If a Failed Initial Remarketing has occurred, not later than 5:00
P.M., New York City time, on the second Business Day immediately preceding the
Secondary Remarketing Date, each Holder of the Notes may elect to have Notes
held by such Holder remarketed.  Under Section 5.5 of the Purchase Contract
Agreement, Holders of Income PRIDES that do not give notice of intention to make
a Cash Settlement of their related Purchase Contracts shall be deemed to have
consented to the disposition of the Notes constituting a component of such
Income PRIDES.  Holders of Notes that are not a component of Income PRIDES shall
give notice of their election to have such Notes remarketed to the Custodial
Agent pursuant to the

                                      23
<PAGE>

Pledge Agreement. Any such notice shall be irrevocable after 5:00 P.M., New York
City time, on the second Business Day immediately preceding the Secondary
Remarketing Date and may not be conditioned upon the level at which the Reset
Rate is established. Promptly after 5:30 P.M., New York City time, on such
second Business Day, the Trustee, based on the notices received by it prior to
such time (including notices from the Purchase Contract Agent as to Purchase
Contracts for which Cash Settlement has been elected), shall notify the Company
and the Remarketing Agent of the number of Notes to be tendered for remarketing.
Under Section 5.5 of the Purchase Contract Agreement, the Notes that constitute
components of Income PRIDES will be remarketed as provided therein and in this
Section 9.2.

          (c) If any Holder of Income PRIDES does not give a notice of its
intention to make a Cash Settlement or gives a notice of election to tender
Notes as described in Section 9.2(b), the Notes of such Holder shall be deemed
tendered, notwithstanding any failure by such Holder to deliver or properly
deliver such Notes to the Remarketing Agent for purchase.

          (d) The right of each Holder to have Notes tendered for purchase shall
be limited to the extent that (i) the Remarketing Agent conducts a remarketing
pursuant to the terms of the Remarketing Agreement, (ii) Notes tendered have not
been called for redemption, (iii) the Remarketing Agent is able to find a
purchaser or purchasers for tendered Notes at a price of not less than 100% of
the principal amount thereof, and (iv) such purchaser or purchasers deliver the
purchase price therefor to the Remarketing Agent as and when required.  Each
Holder of Notes that are remarketed in a Successful Secondary Remarketing agrees
that a remarketing fee in an amount set forth in the Remarketing Agreement shall
be deducted from the proceeds of the remarketing.

          (e) If a Failed Initial Remarketing has occurred, on the Secondary
Remarketing Date, the Remarketing Agent shall use reasonable efforts to
remarket, at a price equal to approximately 100.5% of the aggregate principal
amount thereof, Notes tendered or deemed tendered for purchase.

          (f) If none of the Holders elect or are deemed to have elected to have
Notes held by them remarketed, the Reset Rate shall be the rate determined by
the Reset Agent, subject to the terms of the Remarketing Agreement, as the rate
that would have been established had a remarketing been held on the Secondary
Remarketing Date.

          (g) If the Remarketing Agent has determined that it will be able to
remarket all Notes tendered or deemed tendered prior to 4:00 P.M., New York City
time, on the Secondary Remarketing Date, the Reset Agent shall, subject to the
terms of the Remarketing Agreement, determine the Reset Rate.

          (h) If, by 4:00 P.M., New York City time, on the Secondary Remarketing
Date, the Remarketing Agent is unable to remarket all Notes tendered or deemed
tendered for purchase or if the Secondary Remarketing shall not have occurred
because a condition precedent to the Secondary Remarketing shall not have been
fulfilled, a failed remarketing ("Failed Secondary Remarketing") shall be deemed
to have occurred and the Remarketing Agent shall so advise by telephone the
Collateral Agent, Company, Trustee, Purchase Contract Agent and

                                      24
<PAGE>

Clearing Agency. If requested by the Collateral Agent, the Purchase Contract
Agent, the Trustee or the Clearing Agency, the Company shall confirm such advice
in writing.

          (i) By approximately 4:30 P.M., New York City time, on the Secondary
Remarketing Date, provided that there has not been a Failed Secondary
Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral
Agent, the Company, Trustee, Purchase Contract Agent and Clearing Agency of the
Reset Rate determined in the Secondary Remarketing and the aggregate principal
amount of Notes sold in the Secondary Remarketing, (ii) each purchaser (or the
Clearing Agency Participant thereof) of the Reset Rate and the aggregate
principal amount of Notes such purchaser is to purchase and (iii) each purchaser
to give instructions to its Clearing Agency Participant to pay the purchase
price on the Purchase Contract Settlement Date in same day funds against
delivery of the Notes purchased through the facilities of the Clearing Agency.

          (j) In accordance with the Clearing Agency's normal procedures, on the
Purchase Contract Settlement Date, the transactions described above with respect
to each Note tendered for purchase and sold in the Secondary Remarketing shall
be executed through the Clearing Agency, and the accounts of the respective
Clearing Agency Participants shall be debited and credited and such Notes
delivered by book entry as necessary to effect purchases and sales of such
Notes.  The Clearing Agency shall make payment in accordance with its normal
procedures.

          (k) If any Holder selling Notes in the Secondary Remarketing fails to
deliver such Notes, the Clearing Agency Participant of such selling Holder and
of any other Person that was to have purchased Notes in the Secondary
Remarketing may deliver to any such other Person an aggregate principal amount
of Notes that is less than the aggregate principal amount of Notes that
otherwise was to be purchased by such Person.  In such event, the aggregate
principal amount of Notes to be so delivered shall be determined by such
Clearing Agency Participant, and delivery of such lesser aggregate principal
amount of Notes shall constitute good delivery.

          (l) The Remarketing Agent is not obligated to purchase any Notes in
the Secondary Remarketing or otherwise.  Neither the Trustee, Purchase Contract
Agent, the Company nor the Remarketing Agent shall be obligated in any case to
provide funds to make payment upon tender of Notes for remarketing.

          (m) The tender and settlement procedures set in this Section 9.2,
including provisions for payment by purchasers of Notes in the Secondary
Remarketing, shall be subject to modification, notwithstanding any provision to
the contrary set forth herein, to the extent required by the Clearing Agency or
if the book-entry system is no longer available for the Notes at the time of the
Secondary Remarketing, to facilitate the tendering and remarketing of Notes in
certificated form.  In addition, the Remarketing Agent may, notwithstanding any
provision to the contrary set forth herein, modify the settlement procedures set
forth herein in order to facilitate the settlement process.

          (n) Anything herein to the contrary notwithstanding, the Reset Rate
shall in no event exceed the maximum rate permitted by applicable law and, as
provided in the Remarketing Agreement, neither the Remarketing Agent nor the
Reset Agent shall have any obligation to

                                      25
<PAGE>

determine whether there is any limitation under applicable law on the Reset Rate
or, if there is any such limitation, the maximum permissible Reset Rate on the
Notes and they shall rely solely upon written notice from the Company (which the
Company agrees to provide prior to the 10th Business Day before the Purchase
Contract Settlement Date) as to whether or not there is any such limitation and,
if so, the maximum permissible Reset Rate.

                                      26
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed by their respective officers
thereunto duly authorized, on the date or dates indicated in the acknowledgments
and as of the day and year first above written.

                              ELECTRONIC DATA SYSTEMS
                              CORPORATION, as Issuer


                              By:__________________________________
                                Name:
                                Title:

Attest:


By:___________________________
   Name:
   Title:

                             THE CHASE MANHATTAN BANK,
                             as Trustee


                             By:____________________________________
                               Name:
                               Title:

Attest:

By:___________________________
   Name:
   Title: