THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Electronic Data Systems Corporation (EDS)

3/17/2006 Proxy Information

In 2005 EDS retained Navigator Systems, Inc. (“Navigator”) to provide staff augmentation services related to EDS’ development of a Business Intelligence team to support its corporate initiatives of corporate metrics, analytics and dashboards. Such services were furnished pursuant to a Statement of Work executed in May 2005 and governed by the Professional Services Agreement between EDS and Navigator dated October 1, 1998, and amended on May 11, 2005. EDS paid Navigator an aggregate of $3,835,250 for such services in 2005 and expects to pay additional amounts for such services in 2006. Jon Feld, a son of Charles Feld, is a co-founder, director and Chief Executive Officer of Navigator and in 2005 held an approximately 20% ownership interest in Navigator. EDS retained Navigator for these services following a competitive bid process conducted by EDS’ purchasing organization that resulted in Navigator’s selection as the most competitive bidder. Management of this work was moved outside of Charles Feld’s organization in November 2005. Navigator was acquired by Hitachi Consulting Corporation in February 2006.

Charles Feld’s son, Kenny Feld, is an employee of EDS. Kenny Feld receives a base salary of $300,000 per year and received a bonus of $124,000 in respect of 2005 performance. In addition, he was awarded 10,000 Performance RSUs in connection with our 2005 long-term incentive grant. Charles Feld disclaims any interest in Kenny Feld’s compensation.

Pursuant to the provisions of our Bylaws and indemnification agreements with current and former directors and executive officers, fees and other expenses incurred by such persons in connection with the consolidated securities action, consolidated ERISA action, derivative suits and SEC investigation described in our Annual Report on Form 10-K are being advanced by EDS. In 2005, we advanced an aggregate of $2,377,562 for legal fees and expenses related to such matters on behalf of current and former directors and executive officers.

3/28/2005 Proxy Information

On January 9, 2004, EDS acquired all of the capital stock of The Feld Group, Inc. a privately-held technology management consultancy. The aggregate purchase paid for TFG was comprised of the following: (i) to Mobius Venture Capital, which held a 40% interest in TFG, $37 million in cash and warrants to purchase 898,921 shares of Common Stock at an exercise price of $23.95 per share, and (ii) to other shareholders and employees of TFG, an aggregate of (a) 939,447 shares of restricted Common Stock, with a value of $22,567,144 as of the closing date, (b) options to purchase 2,287,363 shares of Common Stock at an exercise price of $23.955 per share, (c) $4,501,081 in cash, (d) $5,197,631 in cash in respect of a portion of the federal income tax obligations of certain selling shareholders arising out of the transaction, and (e) up to $4,078,112 in the form of a retention bonus, one-third of which would be payable if the trading price of the Common Stock meets or exceeds $25.75 between the first and fifth anniversaries of the closing date, one-third if that trading price meets or exceeds $27.04 between the second and fifth anniversaries of the closing date, and one-third if that trading price meets or exceeds $28.38 between the third and fifth anniversaries of the closing date (a “retention amount”).

Charles Feld and Stephen Schuckenbrock were limited partners of Feld Partners Investments, L.P., which held common stock and preferred stock of TFG. Immediately following the transaction, Mr. Feld was appointed Executive Vice President – Portfolio Management of EDS and Mr. Schuckenbrock was appointed Executive Vice President – Global Sales & Client Solutions. The purchase price described above included the following amounts paid or payable to Messrs. Feld and Schuckenbrock in respect of their interest in Feld Partners Investments, L.P.: (a) 113,875 and 85,406 shares, respectively, of restricted Common Stock, with a value of $2,791,076 and $2,093,301, respectively, as of the closing date, (b) options to purchase 269,838 and 202,379 shares of Common Stock, respectively, with an exercise price of $23.96 per share, (c) $578,301 and 433,726 in cash, respectively, (d) $942,070 and $706,550 in cash, respectively, in respect of a portion of their federal income tax obligations arising out of the transaction, and (e) eligibility for the retention amounts described under “Employment Agreements” above. The restricted stock granted to Messrs. Feld and Schuckenbrock will vest (subject to the executive’s continued employment as described below) 40% on January 9, 2005, 30% on January 9, 2006, and 30% on January 9, 2007. The options granted to such executives have a five-year term and will vest (subject to the executive’s continued employment as described below) 8% on January 9, 2004, 32% on January 9, 2005, 30% on January 9, 2006, and 30% on January 9, 2007. If the executive’s employment is terminated for any reason other than termination by EDS without Cause (as defined), termination by the executive for Good Reason (as defined) or the executive’s death or disability, then the executive will forfeit all restricted stock and options that have not yet vested as of the date of termination. If the executive’s employment is terminated by EDS without Cause, or by the executive for Good Reason, then any restricted stock or options that are unvested as of the date of termination shall immediately become vested. The restricted stock and options are also subject to forfeiture in connection with certain indemnification obligations under the agreement pursuant to which EDS acquired TFG.

Charles Feld’s son, Kenny Feld, became an employee of EDS as a result of the acquisition of TFG in January 2004. Kenny Feld joined TFG in 2002 when TFG acquired Contrado, Inc., a company he co-founded and of which he was Chief Executive Officer from 2000 to 2002. Prior to that time, Kenny Feld was employed by McKinsey and Company from 1991 to 2000. Kenny Feld receives a base salary of $300,000 per year, which is the same base salary he received at TFG, and received a bonus of $90,000 in respect of 2004 performance. In addition, he was awarded options to purchase 14,000 shares of Common Stock in connection with our 2004 long-term incentive grant. Charles Feld disclaims any interest in Kenny Feld’s compensation. In connection with the acquisition of TFG, Kenny Feld received the following in respect of his interest in Feld Partners Investments, L.P.: 21,838 shares of restricted Common Stock with a value of $532,615 as of the closing date; options to purchase 53,700 shares of Common Stock with an exercise price of $23.96 per share; and $52,855 in cash.

Jeffrey M. Heller’s son, Scott Heller, is an employee of EDS. Scott Heller receives an annual base salary of $180,000, was awarded a bonus of $25,500 in respect of 2004 performance and received commissions of $25,000 during the year. Scott Heller has been on medical leave since October 2004. Jeffrey Heller disclaims any interest in Scott Heller’s compensation.

Pursuant to the provisions of our Bylaws and indemnification agreements with current and former directors and executive officers, fees and other expenses incurred by such persons in connection with the shareholder litigation (including the consolidated securities and consolidated ERISA actions) and SEC investigation described in our Annual Report on Form 10-K are being advanced by EDS. We advanced $622,724 for legal fees and expenses related to such shareholder litigation and SEC investigation incurred during 2004 on behalf of such persons, including Ray J. Groves, C. Robert Kidder, William H. Gray, III (who served as a director until May 2004), and Robert H. Swan.

3/30/2004 Proxy Information

Mr. Brown is a former Chairman and Chief Executive Officer of Electronic Data Systems

On January 9, 2004, EDS acquired all of the capital stock of The Feld Group, Inc. (“TFG”), a privately-held technology management consultancy. The aggregate purchase paid for TFG was comprised of the following: (i) to Mobius Venture Capital, which held a 40% interest in TFG, $37 million in cash and warrants to purchase 898,921 shares of Common Stock at an exercise price of $23.95 per share, and (ii) to other shareholders and employees of TFG, an aggregate of (a) 939,447 shares of restricted Common Stock, with a value of $22,567,144 as of the closing date, (b) options to purchase 2,287,363 shares of Common Stock at an exercise price of $23.955 per share, (c) $4,501,081 in cash, (d) $5,197,631 in cash in respect of a portion of the federal income tax obligations of certain selling shareholders arising out of the transaction, and (e) up to $4,078,112 in the form of a retention bonus, one-third of which would be payable if the trading price of our Common Stock meets or exceeds $25.75 between the first and fifth anniversaries of the closing date, one-third if that trading price meets or exceeds $27.04 between the second and fifth anniversaries of the closing date, and one-third if that trading price meets or exceeds $28.38 between the third and fifth anniversaries of the closing date (a “retention amount”).

Charlie Feld and Stephen Schuckenbrock were limited partners of Feld Partners Investments, L.P., which held common stock and preferred stock of TFG. Immediately following the transaction, Mr. Feld was appointed Executive Vice President—Portfolio Management of EDS and Mr. Schuckenbrock was appointed Executive Vice President – Global Sales & Client Solutions. The purchase price described above included the following amounts paid or payable to Messrs. Feld and Schuckenbrock in respect of their interest in Feld Partners Investments, L.P.: (a) 113,875 and 85,406 shares, respectively, of restricted Common Stock, with a value of $2,791,076 and $2,093,301, respectively, as of the closing date, (b) options to purchase 269,838 and 202,379 shares of Common Stock, respectively, with a five-year term and an exercise price of $23.955 per share, (c) $578,301 and 433,726 in cash, respectively, (d) $942,070 and $706,550 in cash, respectively, in respect of a portion of their federal income tax obligations arising out of the transaction, and (e) eligibility for retention amounts of $709,237 and $531,928, respectively. The restricted stock and options will vest ratably over three years following the acquisition, subject to the continued employment of such executives by EDS.

Ray L. Hunt, a director, and members of his immediate family indirectly own a 50% economic interest in Woodbine Development I, Ltd. Pursuant to an agreement between EDS and Woodbine effective May 1995, we retained Woodbine for a 10 year period to market and develop certain land surrounding our Plano, Texas headquarters. During 2003, we paid Woodbine approximately $2.4 million (excluding reimbursement of expenses) for real estate development and brokerage services under this agreement. This relationship was reviewed by the Board in connection with its evaluation of Mr. Hunt’s independence. The Board determined that this relationship (1) is an ordinary course, arms’ length relationship of a corporation to a service provider; (2) was not created because of and is not dependent upon Mr. Hunt’s service on the Board, and pre-dates Mr. Hunt’s election to the Board; (3) is not significant as a financial matter to Mr. Hunt personally and involves an indirect investment that pre-dates Mr. Hunt’s service as a director of EDS; (4) does not involve any participation by Mr. Hunt in the provision of services to EDS, nor any service by Mr. Hunt as an executive or employee of the service provider; and (5) involves a contract with a limited life and revenue potential.

Mr. Hunt and members of his immediate family hold a 33% economic interest in, and own the general partner of, an investment partnership which, in turn, owns 100% of Wyndham Jade, L.P., a corporate travel, meetings and incentives business. In 2003, EDS paid Wyndham Jade approximately $1.2 million for services provided to a business unit of EDS that was sold in July 2003 by EDS. This relationship was also reviewed by the Board in connection with its evaluation of Mr. Hunt’s independence. The Board determined that this relationship (1) was terminated upon the sale of the business unit that purchased the services; (2) was an ordinary course, arms’ length relationship of a corporation to a service provider; (3) was not created because of and was not dependent upon Mr. Hunt’s service on the Board, and pre-dated his ownership in the service provider; (4) was not significant as a financial matter to Mr. Hunt personally and involved an indirect investment; and (5) did not involve any participation by Mr. Hunt in the provision of services to EDS, nor any service by Mr. Hunt as an executive or employee of the service provider.

4/2/2003 Proxy Information

James A. Baker, III, a director of EDS, is a senior partner of the law firm of Baker Botts LLP. EDS retained that firm to provide various legal services to EDS during 2002.

In connection with Mr. Ostermann’s relocation to Plano, Texas, in 2001, EDS loaned him an aggregate of $500,000, composed of two $250,000 non-interest bearing loans. The first loan, which was made on February 15, 2001 and was not secured, was initially due and payable on January 15, 2002. On January 16, 2002, EDS agreed to extend the repayment date for that loan to January 1, 2003. The second loan, which was made on March 19, 2001 and secured by a second lien on Mr. Ostermann’s home in Plano, Texas, was due not later than January 15, 2003. Both loans were repaid in full on January 15, 2003. Although neither loan bore interest, Mr. Ostermann was required to recognize the imputed value of interest on the loans for tax purposes.