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                                                                     EXHIBIT 4.6

                             REMARKETING AGREEMENT

          REMARKETING AGREEMENT, dated as of June 26, 2001 (the "Agreement") by
and between Electronic Data Systems Corporation, a Delaware corporation (the
"Company"), The Chase Manhattan Bank, a New York banking corporation, not
individually but solely as Purchase Contract Agent (the "Purchase Contract
Agent") and as attorney-in-fact of the holders of Purchase Contracts (as defined
in the Purchase Contract Agreement (as defined herein)), and Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Remarketing
Agent").

                                  WITNESSETH:

          WHEREAS, the Company will issue $1,610,000,000 aggregate Stated Amount
of its FELINE PRIDES (the "FELINE PRIDES") under the Purchase Contract
Agreement, dated as of June 26, 2001, by and between the Purchase Contract Agent
and the Company (the "Purchase Contract Agreement"); and

          WHEREAS, the FELINE PRIDES will initially consist of 32,200,000 units
referred to as "Income PRIDES."

          WHEREAS, the Company will issue concurrently in connection with the
issuance of the FELINE PRIDES $1,610,000,000 aggregate principal amount of
Senior Notes due August 17, 2006 (the "Notes") of the Company; and

          WHEREAS, the Notes forming a part of the Income PRIDES will be pledged
pursuant to the Pledge Agreement (the "Pledge Agreement"), dated as of June 26,
2001, by and among the Company, First Union Trust Company, National Association,
as collateral agent (the "Collateral Agent") and the Purchase Contract Agent, to
secure a Income PRIDES holder's obligations under the related Purchase Contract
on the Purchase Contract Settlement Date; and

          WHEREAS, the Notes of the Note holders electing to have their Notes
remarketed and of the Income PRIDES holders will be remarketed by the
Remarketing Agent on the third Business Day immediately preceding May 17, 2004
(the "Initial Remarketing Date"); and

          WHEREAS, in the event of a Failed Initial Remarketing, the Notes of
the Note holders electing to have their Notes remarketed and of the Income
PRIDES holders who have elected not to settle the Purchase Contracts related to
their Income PRIDES by Cash Settlement and who have not settled their Purchase
Contracts early upon the occurrence of a corporate transaction will be
remarketed by the Remarketing Agent on the third Business Day immediately
preceding the Purchase Contract Settlement Date; and

          WHEREAS, in the event of a Successful Initial Remarketing, the
applicable interest rate on the Notes will be reset on the Initial Remarketing
Date, to the Reset Rate to be determined by the Reset Agent as the rate that
such Notes should bear in order for the Applicable Principal Amount of the Notes
to have an approximate aggregate market value of 100.5% of the Treasury
Portfolio Purchase Price on the Initial Remarketing Date, provided that in the
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determination of such Reset Rate, the Company shall, if applicable, limit the
Reset Rate to the maximum rate permitted by applicable law; and

          WHEREAS, in the event of a Failed Initial Remarketing, the applicable
interest rate on the Notes that remain outstanding on and after the Purchase
Contract Settlement Date will be reset on the third Business Day immediately
preceding the Purchase Contract Settlement Date, to the Reset Rate to be
determined by the Reset Agent as the rate that such Notes should bear in order
to have an approximate market value of 100.5% of the aggregate principal amount
of the Notes on the third Business Day immediately preceding the Purchase
Contract Settlement Date, provided that in the determination of such Reset Rate,
the Company shall, if applicable, limit the Reset Rate to the maximum rate
permitted by applicable law; and

          WHEREAS, the Company has requested Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch") to act as the Reset Agent
and as the Remarketing Agent, and as such to perform the services described
herein; and

          WHEREAS, Merrill Lynch is willing to act as Reset Agent and
Remarketing Agent and as such to perform such duties on the terms and conditions
expressly set forth herein;

          NOW, THEREFORE, for and in consideration of the covenants herein made,
and subject to the conditions herein set forth, the parties hereto agree as
follows:

          Section 1.  Definitions.

          Capitalized terms used and not defined in this Agreement, in the
recitals hereto or in the paragraph preceding such recitals shall have the
meanings assigned to them in the Purchase Contract Agreement or, if not therein
defined, the Pledge Agreement.

          Section 2.  Appointment and Obligations of Remarketing Agent.

          (a) The Company hereby appoints Merrill Lynch and Merrill Lynch hereby
accepts such appointment, (i) as the Reset Agent to determine in consultation
with the Company, in the manner provided for herein and in the Indenture (as in
effect on the date of this Remarketing Agreement) with respect to the Notes, (1)
the Reset Rate that, in the opinion of the Reset Agent, will, when applied to
the Notes, enable the Applicable Principal Amount of the Notes to have an
approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase
Price as of the Initial Remarketing Date, and (2) in the event of a Failed
Initial Remarketing, the Reset Rate that, in the opinion of the Reset Agent,
will, when applied to the Notes, enable a Note to have an approximate market
value of 100.5% of its principal amount as of the third Business Day preceding
the Purchase Contract Settlement Date, provided, in each case, that the Company,
by notice to the Reset Agent prior to the tenth Business Day preceding May 17,
2004, in the case of the Initial Remarketing (as defined below), or the Purchase
Contract Settlement Date, in the case of the Secondary Remarketing (as defined
below), shall, if applicable, limit the Reset Rate so that it does not exceed
the maximum rate permitted by applicable law) and (ii) as the exclusive
Remarketing Agent (subject to the right of Merrill Lynch to appoint additional
remarketing agents hereunder as described below) to (1) remarket the Notes of
the Note holders electing to have their Notes remarketed and of the Income
PRIDES holders on the Initial Remarketing Date, for settlement on May 17, 2004
and (2) in the case of a

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Failed Initial Remarketing, remarket the Notes of the Note holders electing to
have their Notes remarketed or of the Income PRIDES holders who have not early
settled the related Purchase Contracts and have failed to notify the Purchase
Contract Agent, on or prior to the fifth Business Day immediately preceding the
Purchase Contract Settlement Date, of their intention to settle the related
Purchase Contracts through Cash Settlement. In connection with the remarketing
contemplated hereby, the Remarketing Agent will enter into a Supplemental
Remarketing Agreement (the "Supplemental Remarketing Agreement") with the
Company and the Purchase Contract Agent, which shall either be (i) substantially
in the form attached hereto as Exhibit A (with such changes as the Company and
the Remarketing Agent may agree upon, it being understood that changes may be
necessary in the representations, warranties, covenants and other provisions of
the Supplemental Remarketing Agreement due to changes in law or facts and
circumstances or in the event that Merrill Lynch is not the sole remarketing
agent, and with such further changes therein as the Remarketing Agent may
reasonably request, or (ii) in such other form as the Remarketing Agent may
reasonably request, subject to the approval of the Company (such approval not to
be unreasonably withheld). Anything herein to the contrary notwithstanding,
Merrill Lynch shall not be obligated to act as Remarketing Agent or Reset Agent
hereunder unless the Supplemental Remarketing Agreement is in form and substance
reasonably satisfactory to Merrill Lynch. The Company agrees that Merrill Lynch
shall have the right, on 15 Business Days notice to the Company, to appoint one
or more additional remarketing agents so long as any such additional remarketing
agents shall be reasonably acceptable to the Company. Upon any such appointment,
the parties shall enter into an appropriate amendment to this Agreement to
reflect the addition of any such remarketing agent.

          (b) Pursuant to the Supplemental Remarketing Agreement, the
Remarketing Agent, either as sole remarketing agent or as representative of a
group of remarketing agents appointed as aforesaid, will agree, subject to the
terms and conditions set forth herein and therein, to use its reasonable efforts
to (i) remarket, on the Initial Remarketing Date, the Notes that the Trustee (as
such term is defined in the Indenture) shall have notified the Remarketing Agent
have been tendered for, or otherwise are to be included in, the Initial
Remarketing, at a price per Note such that the aggregate price for the
Applicable Principal Amount of the Notes is approximately 100.5% of the Treasury
Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing,
remarket, on the third Business Day immediately preceding the Purchase Contract
Settlement Date, the Notes that the Trustee shall have notified the Remarketing
Agent have been tendered for, or otherwise are to be included in, the Secondary
Remarketing, at a price of approximately 100.5% of the aggregate principal
amount of such Notes.  Notwithstanding the preceding sentence, the Remarketing
Agent shall not remarket any Notes for a price less than the price necessary for
the Applicable Principal Amount of the Notes to have an aggregate price equal to
100% of the Treasury Portfolio Purchase Price (the "Minimum Initial Remarketing
Price"), in the case of the Initial Remarketing, or the aggregate principal
amount of such Notes, in the case of the Secondary Remarketing.  After deducting
the fee specified in Section 3 below, the proceeds of such Initial Remarketing
or Secondary Remarketing, as the case may be, shall be paid to the Collateral
Agent in accordance with Section 4.6 or 6.3 of the Pledge Agreement and Section
5.4 or 5.5 of the Purchase Contract Agreement (each of which Sections are
incorporated herein by reference).  The right of each holder of Notes or Income
PRIDES to have Notes tendered for the 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
Initial Remarketing, a Secondary Remarketing pursuant to the terms of this

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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 the
case of the Secondary Remarketing and (iv) such purchaser or purchasers deliver
the purchase price therefor to the Remarketing Agent as and when required.

          (c) It is understood and agreed that neither the Remarketing Agent nor
the Reset Agent shall have any obligation whatsoever to purchase any Notes,
whether in the Initial Remarketing, Secondary Remarketing or otherwise, and
shall in no way be obligated to provide funds to make payment upon tender of
Notes for remarketing or to otherwise expend or risk their own funds or incur or
be exposed to financial liability in the performance of their respective duties
under this Agreement or the Supplemental Remarketing Agreement, and, without
limitation of the foregoing, the Remarketing Agent shall not be deemed an
underwriter of the remarketed Notes.  The Company shall not be obligated in any
case to provide funds to make payment upon tender of Notes for remarketing.

          Section 3.  Fees.

          In the event of a Successful Initial Remarketing, the Remarketing
Agent shall retain as a remarketing fee (the "Remarketing Fee") an amount not
exceeding 25 basis points (0.25%) of the Minimum Initial Remarketing Price from
any amount received in connection with such Initial Remarketing in excess of the
Minimum Initial Remarketing Price.  In the event of a Successful Secondary
Remarketing, the Remarketing Agent shall retain as the Remarketing Fee an amount
not exceeding 25 basis points (0.25%), of the principal amount of the remarketed
Notes from any amount received in connection with such Secondary Remarketing in
excess of the aggregate principal amount of such remarketed Notes.  In addition,
the Reset Agent shall, in either case, receive from the Company a reasonable and
customary fee (the "Reset Agent Fee"); provided, however, that if the
Remarketing Agent shall also act as the Reset Agent, then the Reset Agent shall
not be entitled to receive any such Reset Agent Fee.  Payment of such Reset
Agent Fee shall be made by the Company on the Initial Remarketing Date, in the
case of a Successful Initial Remarketing, or on the third Business Day
immediately preceding the Purchase Contract Settlement Date, in the case of a
Successful Secondary Remarketing, in immediately available funds or, upon the
instructions of the Reset Agent, by certified or official bank check or checks
or by wire transfer.

          Section 4.  Replacement and Resignation of Remarketing Agent.

          (a) The Company may in its absolute discretion replace Merrill Lynch
as the Remarketing Agent and as the Reset Agent hereunder by giving notice prior
to 3:00 p.m., New York City time (i) on the eleventh Business Day immediately
prior to May 17, 2004, or (ii) in the event of a Failed Initial Remarketing,
prior to 3:00 p.m., New York City time on the eleventh Business Day immediately
prior to the Purchase Contract Settlement Date, provided, in either case, that
the Company must replace Merrill Lynch both as Remarketing Agent and as Reset
Agent unless Merrill Lynch shall otherwise agree.  Any such replacement shall
become effective upon the Company's appointment of a successor to perform the
services that would otherwise be performed hereunder by the Remarketing Agent
and the Reset Agent.  Upon providing such

                                       4
<PAGE>

notice, the Company shall use all reasonable efforts to appoint such a successor
and to enter into a remarketing agreement with such successor as soon as
reasonably practicable.

          (b) Merrill Lynch may resign at any time and be discharged from its
duties and obligations hereunder as the Remarketing Agent and/or as the Reset
Agent by giving notice prior to 3:00 p.m., New York City time (i) on the
eleventh Business Day immediately prior to May 17, 2004, or (ii) in the event of
a Failed Initial Remarketing, on the eleventh Business Day immediately prior to
the Purchase Contract Settlement Date.  Any such resignation shall become
effective upon the Company's appointment of a successor to perform the services
that would otherwise be performed hereunder by the Remarketing Agent and/or the
Reset Agent.  Upon receiving notice from the Remarketing Agent and/or the Reset
Agent that it wishes to resign hereunder, the Company shall appoint such a
successor and enter into a remarketing agreement with it as soon as reasonably
practicable.

          Section 5.  Dealing in the Securities.

          Each of the Remarketing Agent and the Reset Agent, when acting
hereunder or, in the case of the Remarketing Agent, under the Supplemental
Remarketing Agreement, or when acting in its individual or any other capacity,
may, to the extent permitted by law, buy, sell, hold or deal in any of the
Notes, Growth PRIDES, Income PRIDES or any other securities of the Company.
With respect to any Notes, Growth PRIDES Units, Income PRIDES or any other
securities of the Company owned by it, each of the Remarketing Agent and the
Reset Agent may exercise any vote or join in any action with like effect as if
it did not act in any capacity hereunder.  Each of the Remarketing Agent and the
Reset Agent, in its individual capacity, either as principal or agent, may also
engage in or have an interest in any financial or other transaction with the
Company as freely as if it did not act in any capacity hereunder.

          Section 6.  Registration Statement and Prospectus.

          (a) In connection with the Initial Remarketing, if and to the extent
required in the view of counsel (which need not be an opinion) for each of the
Remarketing Agent and the Company by applicable law, regulations or
interpretations in effect at the time of such Initial Remarketing, the Company
(i) shall use its reasonable efforts to have a registration statement relating
to the Notes effective under the Securities Act of 1933 prior to the third
Business Day immediately preceding May 17, 2004, (ii) if requested by the
Remarketing Agent shall furnish a current preliminary prospectus and, if
applicable, a current preliminary prospectus supplement to be used by the
Remarketing Agent in the Initial Remarketing not later than seven Business Days
prior to May 17, 2004 (or such earlier date as the Remarketing Agent may
reasonably request) and in such quantities as the Remarketing Agent may
reasonably request, and (iii) shall furnish a current final prospectus and, if
applicable, a final prospectus supplement to be used by the Remarketing Agent in
the Initial Remarketing not later than the third Business Day immediately
preceding May 17, 2004 in such quantities as the Remarketing Agent may
reasonably request, and shall pay all expenses relating thereto.

          (b) In the event of a Failed Initial Remarketing and in connection
with the Secondary Remarketing, if and to the extent required in the view of
counsel (which need not be an opinion) for either the Remarketing Agent or the
Company by applicable law, regulations or

                                       5
<PAGE>

interpretations in effect at the time of such Secondary Remarketing, the Company
(i) shall use its reasonable efforts to have a registration statement relating
to the Notes effective under the Securities Act of 1933 prior to the third
Business Day immediately preceding the Purchase Contract Settlement Date, (ii)
if requested by the Remarketing Agent, shall furnish a current preliminary
prospectus and, if applicable, a current preliminary prospectus supplement to be
used by the Remarketing Agent in the Secondary Remarketing not later than seven
Business Days prior to the Purchase Contract Settlement Date (or such earlier
date as the Remarketing Agent may reasonably request) and in such quantities as
the Remarketing Agent may reasonably request, and (iii) shall furnish a current
final prospectus and, if applicable, a final prospectus supplement to be used by
the Remarketing Agent in the Secondary Remarketing not later than the third
Business Day immediately preceding the Purchase Contract Settlement Date in such
quantities as the Remarketing Agent may reasonably request, and shall pay all
expenses relating thereto.

          (c)  If in connection with the Initial Remarketing or, in the event of
a Failed Initial Remarketing, the Secondary Remarketing it shall not be
possible, in the view of counsel (which need not be an opinion) for each of the
Remarketing Agent and the Company, under applicable law, regulations or
interpretations in effect at the time of such Initial Remarketing or such
Secondary Remarketing to register the offer and sale by the Company of the Notes
under the Securities Act of 1933 as otherwise contemplated by this Section 6,
the Company (i) shall use its reasonable efforts to take, or cause to be taken,
all action and to do, or cause to be done, all things necessary, proper and
advisable to permit and effectuate the offer and sale of the Notes in connection
with the Initial Remarketing or the Secondary Remarketing, as the case may be,
without registration under the Securities Act of 1933 pursuant to an exemption
therefrom, if available, including the exemption afforded by Rule 144A under the
rules and regulations promulgated under the Securities Act of 1933 by the
Securities and Exchange Commission, (ii) if requested by the Remarketing Agent
shall furnish a current preliminary remarketing memorandum to be used by the
Remarketing Agent in the Initial Remarketing or the Secondary Remarketing, as
the case may be, not later than seven Business Days prior to May 17, 2004, in
the case of the Initial Remarketing, or the Purchase Contract Settlement Date,
in the case of the Secondary Remarketing (or in either case such earlier date as
the Remarketing Agent may reasonably request) and in such quantities as the
Remarketing Agent may reasonably request and (iii) shall furnish a current final
remarketing memorandum to be used by the Remarketing Agent in the Initial
Remarketing or the Secondary Remarketing, as the case may be, not later than the
third Business Day immediately preceding May 17, 2004, in the case of the
Initial Remarketing, or the Purchase Contract Settlement Date, in the case of
the Secondary Remarketing, in such quantities as the Remarketing Agent may
reasonably request, and shall pay all expenses relating thereto.

          (d) The Company shall also take all such actions as may (upon advice
of counsel to the Company or the Remarketing Agent) be necessary or desirable
under state securities or blue sky laws in connection with the Initial
Remarketing and the Secondary Remarketing.

          Section 7.  Conditions to the Remarketing Agent's Obligations.

                                       6
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          (a) The obligations of the Remarketing Agent and the Reset Agent under
this Agreement and, in the case of the Remarketing Agent, the Supplemental
Remarketing Agreement shall be subject to the terms and conditions of this
Agreement and the Supplemental Remarketing Agreement, including, without
limitation, the following conditions: (i) the Notes tendered for, or otherwise
to be included in the Initial Remarketing or Secondary Remarketing, as the case
may be, have not been called for redemption, (ii) the Remarketing Agent is able
to find a purchaser or purchasers for tendered Notes (1) in the case of the
Initial Remarketing, at a price not less than Minimum Initial Remarketing Price,
and (2) in the case of the Secondary Remarketing, at a price not less than 100%
of the principal amount thereof, (iii) the Purchase Contract Agent, the
Collateral Agent, the Custodial Agent, the Company and the Trustee shall have
performed their respective obligations in connection with the Initial
Remarketing and, in the event of a Failed Initial Remarketing, in connection
with the Secondary Remarketing, in each case pursuant to the Purchase Contract
Agreement, the Pledge Agreement, the Indenture, this Agreement and the
Supplemental Remarketing Agreement (including, without limitation, giving the
Remarketing Agent notice of the Treasury Portfolio Purchase Price no later than
10:00 a.m., New York City time, on the fourth Business Day prior to May 17,
2004, in the case of the Initial Remarketing, and giving the Remarketing Agent
notice of the aggregate principal amount, as the case may be, of Notes to be
remarketed, no later than 10:00 a.m., New York City time, on the fourth Business
Day prior to the Purchase Contract Settlement Date, in the case of the Secondary
Remarketing, and, in each case, concurrently delivering the Notes to be
remarketed to the Remarketing Agent), (iv) no Event of Default (as defined in
the Indenture) shall have occurred and be continuing, (v) the accuracy of the
representations and warranties of the Company included and incorporated by
reference in this Agreement and the Supplemental Remarketing Agreement or in
certificates of any officer of the Company or any of its subsidiaries delivered
pursuant to the provisions included or incorporated by reference in this
Agreement or the Supplemental Remarketing Agreement, (vi) the performance by the
Company of its covenants and other obligations included and incorporated by
reference in this Agreement and the Supplemental Remarketing Agreement, and
(vii) the satisfaction of the other conditions set forth and incorporated by
reference in this Agreement and the Supplemental Remarketing Agreement.

          (b) If at any time during the term of this Agreement, any Indenture
Event of Default or event that with the passage of time or the giving of notice
or both would become an Indenture Event of Default has occurred and is
continuing under the Indenture, then the obligations and duties of the
Remarketing Agent and the Reset Agent under this Agreement and the Supplemental
Remarketing Agreement shall be suspended until such default or event has been
cured.  The Company will promptly give the Remarketing Agent notice of all such
defaults and events of which the Company is aware.

          Section 8.  Termination of Remarketing Agreement.

          This Agreement shall terminate as to any Remarketing Agent or Reset
Agent which is replaced on the effective date of its replacement pursuant to
Section 4(a) hereof or pursuant to Section 4(b) hereof.  Notwithstanding any
such termination, the obligations set forth in Section 3 hereof shall survive
and remain in full force and effect until all amounts payable under said Section
3 shall have been paid in full.  In addition, each former Remarketing Agent and
Reset Agent shall be entitled to the rights and benefits under Section 10 of
this Agreement notwithstanding the replacement or resignation of such
Remarketing Agent or Reset Agent.

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          Section 9.  Remarketing Agent's Performance; Duty of Care.

          The duties and obligations of the Remarketing Agent and the Reset
Agent shall be determined solely by the express provisions of this Agreement
and, in the case of the Remarketing Agent, the Supplemental Remarketing
Agreement.  No implied covenants or obligations of or against the Remarketing
Agent or the Reset Agent shall be read into this Agreement or the Supplemental
Remarketing Agreement.  In the absence of bad faith on the part of the
Remarketing Agent or the Reset Agent, as the case may be, the Remarketing Agent
and the Reset Agent each may conclusively rely upon any document furnished to it
which purports to conform to the requirements of this Agreement or the
Supplemental Remarketing Agreement, as the case may be, as to the truth of the
statements expressed therein.  Each of the Remarketing Agent and the Reset Agent
shall be protected in acting upon any document or communication reasonably
believed by it to be signed, presented or made by the proper party or parties.
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
on the Notes 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 tenth Business Day
before May 17, 2004, in the case of the Initial Remarketing, and prior to the
tenth Business Day before Purchase Contract Settlement Date, in the case of the
Secondary Remarketing) as to whether or not there is any such limitation and, if
so, the maximum permissible Reset Rate.  Neither the Remarketing Agent nor the
Reset Agent shall incur any liability under this Agreement or the Supplemental
Remarketing Agreement to any beneficial owner or holder of Notes, or other
securities, either in its individual capacity or as Remarketing Agent or Reset
Agent, as the case may be, for any action or failure to act in connection with
the Remarketing or otherwise in connection with the transactions contemplated by
this Agreement or the Supplemental Remarketing Agreement.  The provisions of
this Section 9 shall survive any termination of this Agreement and shall also
continue to apply to every Remarketing Agent and Reset Agent notwithstanding
their resignation or removal.

          Section 10.  Indemnification and Contribution.

          (a) The Company agrees to indemnify and hold harmless the Remarketing
Agent, the Reset Agent and their respective directors, officers, employees,
agents, affiliates and each person, if any, who controls the Remarketing Agent
or the Reset Agent within the meaning of either Section 15 of the Securities Act
of 1933, as amended (the "1933 Act"), or Section 20 of the Securities Exchange
Act of 1934, as amended (the "1934 Act") (the Remarketing Agent, the Reset Agent
and each such person or entity being an "Indemnified Party"), as follows:

          (i) from and against any and all losses, claims, damages, liabilities
and expenses whatsoever, joint or several, as incurred, to which such
Indemnified Party may become subject under any applicable federal or state law,
or otherwise, and related to, arising out of, or based on (A) the failure to
have an effective Registration Statement (as defined in the Supplemental
Remarketing Agreement) under the 1933 Act relating to the Notes, as the case may
be, if required, or the failure to satisfy the prospectus delivery requirements
of the 1933 Act because the Company failed to provide the Remarketing Agent with
a Prospectus (as defined in the Supplemental Remarketing Agreement) for
delivery, or (B) any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or any amendment

                                       8
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thereto (including any information deemed to be a part of the Registration
Statement at the time it became effective pursuant to paragraph (b) of Rule 430A
under the 1933 Act, if applicable), or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make
the statements therein not misleading, or (C) any untrue statement or alleged
untrue statement of a material fact contained in any preliminary prospectus or
the Prospectus, or any amendment or supplement thereto, or the omission or
alleged omission therefrom of a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or (D) any untrue statement or alleged untrue statement of
a material fact contained in any preliminary remarketing memorandum or any final
remarketing memorandum, or any amendment or supplement thereto, or the omission
or alleged omission therefrom of a material fact necessary in order to make the
statements therein, in the light or the circumstances under which they were
made, not misleading, or (E) any untrue statement or alleged untrue statement of
a material fact contained in any other documents (including, without limitation,
any documents incorporated or deemed to be incorporated by reference in any such
documents) provided by the Company for use in connection with the remarketing of
the Notes or any of the transactions related thereto, or (F) any breach by the
Company of any of the representations, warranties or agreements included or
incorporated by reference in this Agreement or the Supplemental Remarketing
Agreement, or (G) any failure by the Company to make or consummate the
remarketing of the Notes (including, without limitation, any Failed Initial
Remarketing or Failed Secondary Remarketing) or the withdrawal, recession,
termination, amendment or extension of the terms of such remarketing, or (H) any
failure on the part of the Company to comply, or any breach by the Company of,
any of the provisions included or incorporated by reference in this Agreement,
the Supplemental Remarketing Agreement, the Purchase Contract Agreement, the
Income PRIDES, the Growth PRIDES, the Pledge Agreement, the Indenture or the
Notes (collectively, the "Operative Documents") or (I) the remarketing of the
Notes, as the case may be, or any other transaction contemplated by any of the
Operative Documents, or the engagement of the Remarketing Agent or the Reset
Agent pursuant to, or the performance by the Remarketing Agent or the Reset
Agent of the respective services contemplated by, this Agreement or the
Supplemental Remarketing Agreement, whether or not the Initial Remarketing or
the Secondary Remarketing or the reset of the interest rate on the Notes as
contemplated herein actually occur;

          (ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim whatsoever
related to, arising out of or based on any matter described in (i) above; and

          (iii)  against any and all expense whatsoever, as incurred (including
the fees and disbursements of counsel chosen by Merrill Lynch, Pierce, Fenner &
Smith Incorporated), reasonably incurred in investigating, preparing or
defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
related to, arising out or based on any matter described in (i) above to the
extent that any such expense is not paid under (i) or (ii) above;

provided, however, that the Company shall not be liable under clause (i)(B),
(i)(C), (i)(D) or (i)(E) to the extent any such loss, claim, damage, liability
or expense arises out of any untrue

                                       9
<PAGE>

statement or omission or alleged untrue statement or omission made in reliance
upon and conformity with written information furnished to the Company by the
Remarketing Agent or the Reset Agent expressly for use in the Registration
Statement (or any amendment thereto), any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto) or any preliminary or final
remarketing memorandum (or any amendment or supplement thereto) or any other
documents used in connection with remarketing of the Notes, as the case may be;
provided, further, that with respect to any untrue statement or omission of a
material fact made in any preliminary prospectus, the indemnity agreement
contained in this Section 10(a) shall not inure to the benefit of the
Remarketing Agent to the extent that any such loss, claim, damage or liability
of the Remarketing Agent occurs under the circumstance where it shall be that
(w) the Company had previously furnished copies of the Prospectus to Merrill
Lynch, Pierce, Fenner & Smith Incorporated, (x) delivery of the Prospectus was
required to be made to such person, (y) the untrue statement or alleged untrue
statement of a material fact or omission or alleged omission of a material fact
contained in the preliminary prospectus was corrected in the Prospectus, and (z)
there was not sent or given to such person, at or prior to the written
confirmation of the sale of Securities to such person, a copy of the Prospectus
and the delivery thereof would have constituted a complete defense to such
person's claim in respect of such untrue statement or omission or alleged untrue
statement or omission.

          The Company agrees that no Indemnified Party shall have any liability
(whether direct or indirect, in contract or tort or otherwise) to the Company or
its respective security holders or creditors relating to or arising out of the
engagement of the Remarketing Agent or the Reset Agent pursuant to, or the
performance by the Remarketing Agent or the Reset Agent of their respective
services contemplated by, this Agreement or the Supplemental Remarketing
Agreement except to the extent that any loss, claim, damage, liability or
expense resulted from the willful misconduct, gross negligence or bad faith of
the Remarketing Agent or the Reset Agent, as the case may be.

          The Company agrees that, without Merrill Lynch's prior written
consent, it will not settle, compromise or consent to the entry of any judgment
with respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any action or claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 10 (whether or not Merrill Lynch or any other Indemnified
Party is an actual or potential party to such claim, action or proceeding),
unless such settlement, compromise or consent (i) includes an unconditional
release of each Indemnified Party from all liability arising out of such
litigation, investigation, proceeding, action or claim and (ii) does not include
a statement as to, or an admission of, fault, culpability or a failure to act by
or on behalf of an Indemnified Party.

          (b) If the indemnification provided for in Section 10(a) hereof is for
any reason unavailable to or insufficient to hold harmless an Indemnified Party
in respect of any losses, liabilities, claims, damages or expenses referred to
therein, then the Company shall contribute to the aggregate amount of such
losses, liabilities, claims, damages and expenses incurred by such Indemnified
Party, as incurred, (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Remarketing
Agent and the Reset Agent on the other hand from the remarketing of the Notes
contemplated hereby or (ii) if the allocation provided by clause (i) is not
permitted by applicable law, in such proportion as is

                                       10
<PAGE>

appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and of the
Remarketing Agent and the Reset Agent on the other hand in connection with the
statements, omissions or other matters which resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the Remarketing Agent and the Reset Agent on the other hand in
connection with the remarketing of the Notes contemplated hereby shall be deemed
to be in the same respective proportions as the aggregate principal amount of
the Notes which are or are to be remarketed bears to the aggregate fees actually
received by the Remarketing Agent and the Reset Agent under Section 3 hereof.
The relative fault of the Company on the one hand and the Remarketing Agent and
the Reset Agent on the other hand (i) in the case of an untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact, shall be determined by reference to, among other things, whether such
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand or by the Remarketing Agent or the Reset Agent on the other hand
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission and (ii) in the
case of any other action or omission shall be determined by reference to, among
other things, whether such action or omission was taken or omitted to be taken
by the Company on the one hand, or by the Remarketing Agent or the Reset Agent,
on the other hand, and the parties' relative intent, knowledge, access to
information and opportunity to prevent or correct such action or omission. The
Company, the Remarketing Agent and the Reset Agent agree that it would not be
just and equitable if contribution pursuant to this Section 10(b) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above in this
Section 10(b). The aggregate amount of losses, liabilities, claims, damages and
expenses incurred by an Indemnified Party and referred to above in this Section
10(b) shall be deemed to include any legal or other expenses incurred by such
Indemnified Party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or any such omission or alleged omission or
any other such action or omission; provided, however, that to the extent
permitted by applicable law, in no event shall the Remarketing Agent or the
Reset Agent be required to contribute any amount which, in the aggregate,
exceeds the aggregate fees received by them under Section 3 of this Agreement.
No investigation or failure to investigate by any Indemnified Party shall impair
the foregoing indemnification and contribution agreement or any rights an
Indemnified Party may have. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

          (c) In the event an Indemnified Party is requested or required to
appear as a witness in any action brought by or on behalf of or against the
Company, the Company agrees to reimburse the Remarketing Agent or the Reset
Agent, as the case may be, for all reasonable expenses, as incurred, which are
incurred by the Remarketing Agent or the Reset Agent, as the case may be, in
connection with such Indemnified Party's appearing and preparing to appear as
such a witness, including, without limitation, the reasonable fees and
disbursements of its legal counsel, and to compensate the Remarketing Agent or
the Reset Agent, as the case may be, in an amount to be mutually agreed upon.

                                       11
<PAGE>

          (d) Promptly after receipt by an Indemnified Party of written notice
of any claim or commencement of an action or proceeding with respect to which
indemnification may be sought hereunder, such Indemnified Party will notify the
Company in writing of such claim or of the commencement of such action or
proceeding, but failure to so notify the Company will not relieve the Company
from any liability which it may have to such Indemnified Party under this
indemnification and contribution agreement except to the extent the Company was
materially prejudiced by such failure to notify, and in any event will not
relieve the Company from any other liability that it may have to such
Indemnified Party.  The Company, upon request of the Indemnified Party, shall
retain counsel reasonably satisfactory to the Indemnified Party to represent the
Indemnified Party and any others the Company may designate in such proceeding
and shall pay the fees and disbursements of such counsel related to such
proceeding.  In any such proceeding, any Indemnified Party shall have the right
to retain its own counsel, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Party unless (i)  the Company shall have agreed
in writing to pay such fees and expenses, (ii) the Company shall have failed to
take reasonable steps necessary to defend diligently any claim within ten
calendar days after receiving written notice from the Indemnified Party that
that Indemnified Party believes the Company has failed to take such steps or
(iii) the named parties to any such proceeding (including any impleaded parties)
include both the Company and the Indemnified Party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them.  It is understood that the Company shall not,
in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm (in addition to any local counsel) for all such Indemnified
Parties, and that all such fees and expenses shall be reimbursed as they are
incurred after receipt of adequate documentation thereof.

          (e) Anything herein or in the Supplemental Remarketing Agreement to
the contrary notwithstanding, the provisions of this Section 10, and the rights
of the Remarketing Agent, the Reset Agent and the other Indemnified Parties
hereunder, shall be in addition to, and not in limitation of, any rights or
benefits (including, without limitation, rights to indemnification or
contribution) which the Remarketing Agent, the Reset Agent or any other
Indemnified Party may have under any other instrument or agreement.

          Section 11.  Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without regard to
principles of conflicts of laws.

          Section 12.  Term of Agreement.  (a) Unless otherwise terminated in
accordance with the provisions hereof and except as otherwise provided herein,
this Agreement shall remain in full force and effect from the date hereof until
the first day thereafter on which no Notes are outstanding, or, if earlier, the
Business Day immediately following May 17, 2004, in the case of a Successful
Initial Remarketing, or the Business Day immediately following the Purchase
Contract Settlement Date, in the case of a Successful Secondary Remarketing.
Anything herein to the contrary notwithstanding, the provisions of the last
section of Section 8 hereof and the provisions of Sections 3, 9, 10 and 12(b)
hereof shall survive any termination of this Agreement and remain in full force
and effect.

                                       12
<PAGE>

          (b) All representations and warranties included or incorporated by
reference in this Agreement, or the Supplemental Remarketing Agreement, or
contained in certificates of officers of the Company submitted pursuant hereto
or thereto, shall remain operative and in full force and effect, regardless of
any investigation made by or on behalf of the Remarketing Agent, the Reset Agent
or any of their controlling persons, or by or on behalf of the Company or the
Purchase Contract Agent, and shall survive the remarketing of the Notes.

          Section 13.  Successors and Assigns.  The rights and obligations of
the Company and the Purchase Contract Agent (both in its capacity as Purchase
Contract Agent and as attorney-in-fact) hereunder may not be assigned or
delegated to any other person without the prior written consent of the
Remarketing Agent and the Reset Agent.  The rights and obligations of the
Remarketing Agent and the Reset Agent hereunder may not be assigned or delegated
to any other person without the prior written consent of the Company, except
that the Remarketing Agent shall have the right to appoint additional
remarketing agents as provided herein.  This Agreement shall inure to the
benefit of and be binding upon the Company, the Purchase Contract Agent, the
Remarketing Agent and the Reset Agent and their respective successors and
assigns and the other Indemnified Parties (as defined in Section 10 hereof) and
the successors, assigns, heirs and legal representatives of the Indemnified
Parties.  The terms "successors" and "assigns" shall not include any purchaser
of Securities or Notes merely because of such purchase.

          Section 14.  Headings.  Section headings have been inserted in this
Agreement and the Supplemental Remarketing Agreement as a matter of convenience
of reference only, and it is agreed that such section headings are not a part of
this Agreement or the Supplemental Remarketing Agreement and will not be used in
the interpretation of any provision of this Agreement or the Supplemental
Remarketing Agreement.

          Section 15.  Severability.  If any provision of this Agreement or the
Supplemental Remarketing Agreement shall be held or deemed to be or shall, in
fact, be invalid, inoperative or unenforceable as applied in any particular case
in any or all jurisdictions because it conflicts with any provisions of any
constitution, statute, rule or public policy or for any other reason, then, to
the extent permitted by law, such circumstances shall not have the effect of
rendering the provision in question invalid, inoperative or unenforceable in any
other case, circumstances or jurisdiction, or of rendering any other provision
or provisions of this Agreement or the Supplemental Remarketing Agreement, as
the case may be, invalid, inoperative or unenforceable to any extent whatsoever.

          Section 16.  Counterparts.  This Agreement and the Supplemental
Remarketing Agreement may be executed in counterparts, each of which shall be
regarded as an original and all of which shall constitute one and the same
document.

          Section 17.  Amendments.  This Agreement and the Supplemental
Remarketing Agreement may be amended by any instrument in writing signed by the
parties hereto.  The Company and the Purchase Contract Agent agree that they
will not enter into, cause or permit any amendment or modification of the
Purchase Contract Agreement, the Indenture, the Pledge Agreement, the Notes, the
FELINE PRIDES or any other instruments or agreements relating to the Notes or
the FELINE PRIDES which would adversely affect the rights, duties or obligations

                                       13
<PAGE>

of the Remarketing Agent or the Reset Agent without the prior written consent of
the Remarketing Agent or the Reset Agent, as the case may be.

          Section 18.  Notices.  Unless otherwise specified, any notices,
requests, consents or other communications given or made hereunder or pursuant
hereto shall be made in writing or transmitted by any standard form of
telecommunication, including telephone or telecopy, and confirmed in writing.
All written notices and confirmations of notices by telecommunication shall be
deemed to have been validly given or made when delivered or mailed, registered
or certified mail, return receipt requested and postage prepaid.  All such
notices, requests, consents or other communications shall be addressed as
follows: if to the Company, to Electronic Data Systems Corporation, 5400 Legacy
Drive, Plano, Texas, 75024-3105, Attention:  Treasurer; if to the Remarketing
Agent or Reset Agent, to Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, at World Financial Center, North Tower, New York, New York
10281, Attention:  Equity Capital Market, with a copy to Shearman & Sterling,
599 Lexington Avenue, New York, New York 10022, Attention: Robert Evans III; and
if to the Purchase Contract Agent, to The Chase Manhattan Bank, or to such other
address as any of the above shall specify to the other in writing.

          Section 19.  Information.  The Company agrees to furnish the
Remarketing Agent and the Reset Agent with such information and documents as the
Remarketing Agent or the Reset Agent may reasonably request in connection with
the transactions contemplated by this Remarketing Agreement and the Supplemental
Remarketing Agreement, and make reasonably available to the Remarketing Agent,
the Reset Agent and any accountant, attorney or other advisor retained by the
Remarketing Agent or the Reset Agent such information that parties would
customarily require in connection with a due diligence investigation conducted
in accordance with applicable securities laws and cause the Company's officers,
directors, employees and accountants to participate in all such discussions and
to supply all such information reasonably requested by any such person in
connection with such investigation.

                                       14
<PAGE>

          IN WITNESS WHEREOF, each of the Company, the Purchase Contract Agent
and the Remarketing Agent has caused this Agreement to be executed in its name
and on its behalf by one of its duly authorized signatories as of the date first
above written.

                                    ELECTRONIC DATA SYSTEMS CORPORATION




                                    By:  _________________________
                                         Name:
                                        Title:

CONFIRMED AND ACCEPTED:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED


By:_______________________
   Authorized Signatory


THE CHASE MANHATTAN BANK
not individually but solely as Purchase Contract
Agent and as attorney-in-fact for the holders of
the Purchase Contracts


By:_______________________
 Name:
 Title:

                                       15
<PAGE>

                                                                    Exhibit A to
                                                           Remarketing Agreement

                   Form of Supplemental Remarketing Agreement

          Supplemental Remarketing Agreement dated _____________, ____ among
Electronic Data Systems Corporation, a Delaware corporation (the "Company"),
Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Remarketing Agent"),
and The Chase Manhattan Bank, as Purchase Contract Agent and attorney-in-fact
for the Holders of the Purchase Contracts (as such terms are defined in the
Purchase Contract Agreement referred to in Schedule I hereto).

          NOW, THEREFORE, for and in consideration of the covenants herein made,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

          1.  Definitions.  Capitalized terms used and not defined in this
Agreement shall have the meanings assigned to them in the Remarketing Agreement
dated as of June __, 2001 (the "Remarketing Agreement") among the Company, the
Purchase Contract Agent and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated or, if not defined in the Remarketing Agreement, the meanings
assigned to them in the Purchase Contract Agreement (as defined in Schedule I
hereto).

          2.  Registration Statement and Prospectus.  The Company has filed with
the Securities and Exchange Commission, and there has become effective, a
registration statement on Form S-3, including a prospectus, relating to the
Securities (as such term is defined on Schedule I hereto).  Such Registration
Statement, as amended, and including the information deemed to be a part thereof
pursuant to Rule 430A under the Securities Act of 1933, as amended (the "1933
Act"), and the documents incorporated or deemed to be incorporated by reference
therein, are hereinafter called, collectively, the "Registration Statement";
(the related preliminary prospectus dated ___________, including the documents
incorporated or deemed to be incorporated by reference therein, [and preliminary
prospectus supplemented dated __________] are hereinafter called, [collectively]
the "preliminary prospectus";] and the related prospectus dated _____________,
including the documents incorporated or deemed to be incorporated by reference
therein, [and prospectus supplement dated ________] are hereinafter called,
[collectively,] the "Prospectus." The Company has provided copies of the
Registration Statement [, the preliminary prospectus] and the Prospectus to the
Remarketing Agent, and hereby consents to the use of the [preliminary
prospectus] and the Prospectus in connection with the remarketing of the
Securities.  [IN THE EVENT THAT A REGISTRATION STATEMENT IS NOT POSSIBLE OR NOT
REQUIRED, INSERT THE FOLLOWING: The Company has provided to the Remarketing
Agent, for use in connection with remarketing of the Securities (as such term is
defined on Schedule I hereto), a [preliminary remarketing memorandum and]
remarketing memorandum and [describe other materials, if any].  Such remarketing
memorandum (including the documents incorporated or deemed to be incorporated by
reference therein, [and] [describe other materials] are hereinafter called,
collectively, the "Prospectus," [and such preliminary marketing memorandum
(including the documents incorporated or deemed to be incorporated by reference
therein) is hereinafter called a "preliminary prospectus")].  The Company hereby
consents to the use of the Prospectus [and the preliminary prospectus] in
connection with the remarketing of the Securities].  All references in this
Agreement to amendments or supplements to the Registration

                                       16
<PAGE>

Statement [, the preliminary prospectus] or the Prospectus shall be deemed to
mean and include the filing of any document under the Securities Exchange Act of
1934, as amended (the "1934 Act"), which is incorporated or deemed to be
incorporated by reference in the Registration Statement [, the preliminary
prospectus] or the Prospectus, as the case may be.

          3.  Provisions Incorporated by Reference.

          (a)  Subject to Section 3(b), the provisions of the Underwriting
Agreement (other than Section 2, Section 3, Section 4, Section 7, Section 8 and
Section 9 thereof) are incorporated herein by reference, mutatis mutandis, and
the Company hereby makes the representations and warranties, and agrees to
comply with the covenants and obligations, set forth in the provisions of the
Underwriting Agreement incorporated by reference herein, as modified by the
provisions of Section 3(b) hereof.

          (b)  With respect to the provisions of the Underwriting Agreement
incorporated herein, for the purposes hereof, (i) all references therein to the
"Underwriter" or "Underwriters" shall be deemed to refer to the Remarketing
Agent and all references to the "Representative" or the "Representatives" shall
be deemed to refer to Merrill Lynch, Pierce, Fenner & Smith Incorporated,
("Merrill Lynch"); (ii) all references therein to the "Securities" or "Initial
Securities" shall be deemed to refer to the Securities as defined herein; (iii)
all references therein to the "Closing Date" shall be deemed to refer to the
Remarketing Closing Date specified in Schedule I hereto; (iv) all references
therein to the "Registration Statement" [, the "preliminary prospectus"] or the
"Final Prospectus" shall be deemed to refer to the Registration Statement[, the
preliminary prospectus] and the Prospectus, respectively, as defined herein; (v)
all references therein to this "Agreement," the "Underwriting Agreement,"
"hereof," "herein" and all references of similar import, shall be deemed to mean
and refer to this Supplemental Remarketing Agreement; (vi) all references
therein to "the date hereof," "the date of this Agreement" and all similar
references shall be deemed to refer to the date of this Supplemental Remarketing
Agreement; (vii) all references therein to any "settlement date" shall be
disregarded; and (viii) [other changes, including changes relating to the offer
and sale of the Securities in connection with the Remarketing without
registration under the Securities Act of 1933 in reliance upon an exemption
therefrom (including the exemption afforded by Rule 144A)].]

          4.  Remarketing.  Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth or incorporated by
reference herein and in the Remarketing Agreement, the Remarketing Agent agrees
to use its reasonable efforts to remarket, in the manner set forth in Section
2(b) of the Remarketing Agreement, the aggregate principal amount, as the case
may be, of Securities set forth in Schedule I hereto at a purchase price not
less than 100% of the [Minimum Initial Remarketing Price] [aggregate principal
amount of the Securities].  In connection therewith, the registered holder or
holders thereof agree, in the manner specified in Section 5 hereof, to pay to
the Remarketing Agent a Remarketing Fee equal to an amount not exceeding 25
basis points (0.25%) of [the Minimum Initial Remarketing Price] [such aggregate
principal amount,] payable by deduction from any amount received in connection
from such [Initial][Secondary] Remarketing in excess of the [Minimum Initial
Remarketing Price] [aggregate principal amount of the Securities].  The right of
each holder of Securities to have Securities tendered for purchase shall be
limited to the extent set forth in the last sentence of Section 2(b) of the
Remarketing Agreement (which is incorporated by reference herein).  As more
fully provided in Section 2(c) of the Remarketing Agreement (which is
incorporated by reference

                                       17
<PAGE>

herein), the Remarketing Agent is not obligated to purchase any Securities in
the remarketing or otherwise, and neither the Company nor the Remarketing Agent
shall be obligated in any case to provide funds to make payment upon tender of
Securities for remarketing.

          5.  Delivery and Payment.  Delivery of payment for the remarketed
Securities by the purchasers thereof identified by the Remarketing Agent and
payment of the Remarketing Fee shall be made on the Remarketing Closing Date at
the location and time specified in Schedule I hereto (or such later date not
later than five Business Days after such date as the Remarketing Agent shall
designate), which date and time may be postponed by agreement between the
Remarketing Agent and the Company.  Delivery of the remarketed Securities and
payment of the Remarketing Fee shall be made to the Remarketing Agent against
payment by the respective purchasers of the remarketed Securities of the
consideration therefor as specified herein, which consideration shall be paid to
the Collateral Agent for the account of the persons entitled thereto by
certified or official bank check or checks drawn on or by a New York Clearing
House bank and payable in immediately available funds or in immediately
available funds by wire transfer to an account or accounts designated by the
Collateral Agent.

          If the Securities are not represented by a Global Security held by or
on behalf of The Depository Trust Company, certificates for the Securities shall
be registered in such names and denominations as the Remarketing Agent may
request not less than one full Business Day in advance of the Remarketing
Closing Date, and the Company, the Collateral Agent and the registered holder or
holders thereof agree to have such certificates available for inspection,
packaging and checking by the Remarketing Agent in New York, New York not later
than 1:00 p.m. on the Business Day prior to the Remarketing Closing Date.

          6.  Notices.  Unless otherwise specified, any notices, requests,
consents or other communications given or made hereunder or pursuant hereto
shall be made in writing or transmitted by any standard form of
telecommunication, including telephone or telecopy, and confirmed in writing.
All written notices and confirmations of notices by telecommunication shall be
deemed to have been validly given or made when delivered or mailed, registered
or certified mail, return receipt requested and postage prepaid.  All such
notices, requests, consents or other communications shall be addressed as
follows: if to the Company, to Electronic Data Systems Corporation, 5400 Legacy
Drive, Plano, Texas, 75024-3105, Attention: Chief Financial Officer; if to the
Remarketing Agent or Reset Agent, to Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, at World Financial Center, North Tower, New York,
New York 10281, Attention: Hugh Sullivan, with a copy to Shearman & Sterling,
599 Lexington Avenue, New York, New York 10022, Attention: Robert Evans III; and
if to the Purchase Contract Agent, to The Chase Manhattan Bank, 600 Travis
Street, Suite 1150, Houston, Texas 77002, or to such other address as any of the
above shall specify to the other in writing.

          7.  Conditions to Obligations of Remarketing Agent.  Anything herein
to the contrary notwithstanding, the parties hereto agree (and the holders and
beneficial owners of the Securities will be deemed to agree) that the
obligations of the Remarketing Agent under this Agreement and the Remarketing
Agreement are subject to the satisfaction of the conditions set forth in Section
7 of the Remarketing Agreement (which are incorporated herein by reference),

                                       18
<PAGE>

and to the satisfaction, on the Remarketing Closing Date, of the conditions
incorporated by reference herein from Section 6 of the Underwriting Agreement as
modified by Section 3(b) hereof (including, without limitation, the delivery of
opinions of counsel, officers' certificates and accountants' comfort letters in
form and substance satisfactory to the Remarketing Agent, the accuracy as of the
Remarketing Closing Date of the representations and warranties of the Company
included and incorporated by reference herein and the performance by the Company
of its obligations under the Remarketing Agreement and this Agreement as and
when required hereby and thereby). In addition, anything herein or in the
Remarketing Agreement to the contrary notwithstanding, the Remarketing Agreement
and this Agreement may be terminated by the Remarketing Agent, by notice to the
Company at any time prior to the time of settlement on the Remarketing Closing
Date, if any of the events or conditions set forth in Section 10 of the
Underwriting Agreement, as modified by Section 3(b) hereof, shall have occurred
or shall exist.

          8.  Indemnity and Contribution.  Anything herein to the contrary
notwithstanding, the Remarketing Agent shall be entitled to indemnity and
contribution on the terms and conditions set forth in the Remarketing Agreement.

          If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the Remarketing Agent.

                                    Very truly yours,


                                    ELECTRONIC DATA SYSTEMS CORPORATION


                                    By:__________________________
                                      Name:
                                      Title:


CONFIRMED AND ACCEPTED:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
              INCORPORATED

By:_________________________
   Authorized Signatory

[Add other Remarketing Agents, if any]

                                       19
<PAGE>

THE CHASE MANHATTAN BANK
not individually but solely as Purchase Contract
Agent and as attorney-in-fact for the holders of
the Purchase Contracts


By:_________________________
 Name:
 Title:

                                       20
<PAGE>

                                   SCHEDULE I

Securities subject to the remarketing: Senior Notes due August 17, 2006 of the
     Company (the "Securities").

Purchase Contract Agreement, dated as of June 26, 2001 (the "Purchase Contract
     Agreement") by and between Electronic Data Systems Corporation, a Delaware
     corporation, and The Chase Manhattan Bank, a New York banking corporation.

Pledge Agreement dated as of June 26, 2001 (the "Pledge Agreement") by and
     between Electronic Data Systems Corporation, a Delaware corporation, First
     Union Trust Company, National Association, a national banking association,
     and The Chase Manhattan Bank.

Indenture dated as of August 12, 1996 (the "Base Indenture") by and between
     Electronic Data Systems Corporation, a Delaware corporation, and The Chase
     Manhattan Bank (formerly Chase Bank of Texas National Association).

Supplemental Indenture, dated as of June 26, 2001 (the "Supplemental Indenture"
     and, together with the Base Indenture, the "Indenture") by and between
     Electronic Data Systems Corporation, a Delaware corporation, and The Chase
     Manhattan Bank (formerly Chase Bank of Texas, National Association).

[Minimum Initial Remarketing Price]

[Aggregate Principal Amount of Securities:  $ ____________]

Purchase Agreement, dated June 20, 2001 (the "Underwriting Agreement") among
     Electronic Data Systems Corporation and Merrill Lynch & Co., Merrill Lynch,
     Pierce, Fenner & Smith Incorporated, Salomon Smith Barney Inc., Credit
     Suisse First Boston Corporation and the other underwriters named therein.

Remarketing Closing Date, Time and Location:

                                       21