AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

Execution Copy

AGREEMENT AND PLAN OF MERGER

by and among

ELECTRONIC DATA SYSTEMS CORPORATION,

HEWLETT-PACKARD COMPANY

and

HAWK MERGER CORPORATION

Dated as of May 13, 2008

TABLE OF CONTENTS

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Annexes

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “ Agreement ”) is entered into as of May 13, 2008, by and among Electronic Data Systems Corporation, a Delaware corporation (the “ Company ”), Hewlett-Packard Company, a Delaware corporation (“ Parent ”), and Hawk Merger Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (“ MergerCo ”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.

RECITALS

WHEREAS, the parties intend that MergerCo be merged with and into the Company, with the Company surviving that merger on the terms and subject to the conditions set forth herein;

WHEREAS, in the Merger, upon the terms and subject to the conditions of this Agreement, each share of Common Stock, par value $0.01 per share, of the Company (the “ Company Common Stock ”) will be converted into the right to receive $25.00 per share in cash, without interest;

WHEREAS, the Board of Directors of the Company (the “ Company Board ”) has unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement with Parent and MergerCo, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend adoption of this Agreement by the stockholders of the Company;

WHEREAS, the respective Boards of Directors of Parent and MergerCo have unanimously approved this Agreement; and

WHEREAS, the parties desire to make certain representations, warranties, covenants and agreements in connection with the Merger and the transactions contemplated by this Agreement and also to prescribe certain conditions to the Merger.

NOW, THEREFORE, in consideration of the foregoing and of the representations, warranties, covenants and agreements contained in this Agreement, the parties, intending to be legally bound, agree as follows:

ARTICLE I.

THE MERGER; RELATED MATTERS

Section 1.01. The Merger . On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “ DGCL ”), at the Effective Time, (a) MergerCo will merge with and into the Company (the “ Merger ”), and (b) the separate corporate existence of MergerCo will cease and the Company will continue its corporate existence under the DGCL as the surviving corporation in the Merger (the “ Surviving

Corporation ”). Parent may at any time on or before the date of the Company Stockholders Meeting change the method of effecting the transactions contemplated by this Agreement by providing for the merger of the Company and a wholly-owned Subsidiary of Parent other than MergerCo if and to the extent requested by Parent and consented to by the Company in writing (such consent not to be unreasonably withheld or delayed); provided , however , that no such change shall (i) alter or change the amount or kind of the Merger Consideration provided for in this Agreement or otherwise alter or change any of the conditions or financial terms set forth in this Agreement, (ii) impede or delay consummation of the transactions contemplated by this Agreement, including by requiring any additional or alternative filings with any Governmental Entity or other Person, or (iii) relieve Parent of any of its obligations under this Agreement.

Section 1.02. Closing . Upon the terms and subject to the conditions set forth herein, the closing of the Merger (the “ Closing ”) will take place at 10:00 a.m., New York City time, as soon as practicable (and, in any event, within three (3) Business Days) after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions), unless this Agreement has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties hereto. If the conditions to the Merger set forth in Article VI are satisfied or, to the extent permitted hereunder, waived during the ten (10) days immediately prior to the end of a fiscal quarter of Parent, then Parent may, at its sole discretion and upon written notice to the Company, postpone the Closing until no later than the last Business Day of the first week after the end of that fiscal quarter (the “ Other Closing Date ”), provided that in such event (a) the conditions to the Merger set forth in Sections 6.02(a) and 6.02(c) (and any right of Parent to terminate this Agreement pursuant to Section 7.03(b)(ii)) shall be deemed to be waived by Parent and MergerCo and (b) if the End Date shall occur prior to the Other Closing Date, then, at the option of the Company, the End Date shall be extended until the date that is twenty (20) Business Days after the Other Closing Date. The Closing shall be held at the offices of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York 10006, unless another place is agreed to in writing by the parties hereto, and the actual date of the Closing is hereinafter referred to as the “ Closing Date .”

Section 1.03. Effective Time . Subject to the provisions of this Agreement, at the Closing, the Company, Parent and MergerCo will cause a certificate of merger (the “ Certificate of Merger ”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “ Effective Time ”).

Section 1.04. Effects of the Merger . The Merger shall have the effects set forth in Section 259, and any other applicable provisions, of the DGCL and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and MergerCo shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and MergerCo shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.

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Section 1.05. Organizational Documents . At the Effective Time, (a) the certificate of incorporation of MergerCo as in effect immediately prior to the Effective Time, which shall be in the form attached hereto as Annex A , shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law; provided , however , that Article I thereof shall read as follows: “The name of the Corporation is Electronic Data Systems Corporation” and (b) the bylaws of MergerCo as in effect immediately prior to the Effective Time, which shall be in the form attached hereto as Annex B , shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Law.

Section 1.06. Directors and Officers of Surviving Corporation . The directors and officers of MergerCo, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

ARTICLE II.

EFFECT OF THE MERGER ON CAPITAL STOCK

Section 2.01. Effect of the Merger on Capital Stock . At the Effective Time, as a result of the Merger and without any action on the part of Parent, MergerCo or the Company or the holder of any capital stock of Parent, MergerCo or the Company:

(a) Cancellation of Certain Company Common Stock . Each share of Company Common Stock (each, a “ Share ” and collectively, the “ Shares ”) that is owned by Parent, MergerCo or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly-owned Subsidiaries will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor.

(b) Conversion of Company Common Stock . Each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares to be cancelled and retired in accordance with Section 2.01(a) and (ii) Dissenting Shares (each, an “ Excluded Share ” and collectively, the “ Excluded Shares ”)) will be converted into the right to receive $25.00 in cash, without interest (the “ Merger Consideration ”).

(c) Cancellation of Shares . At the Effective Time, all Shares will no longer be outstanding and all Shares will be cancelled and retired and will cease to exist, and, subject to Section 2.03, each holder of a certificate formerly representing any such Shares (each, a “ Certificate ”) will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.02 hereof.

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(d) Conversion of MergerCo Capital Stock . Each share of common stock, par value $0.01 per share, of MergerCo issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Section 2.02. Surrender and Payment .

(a) Prior to the Effective Time, Parent shall appoint Computershare Trust Company of New York or another institution reasonably acceptable to the Company (the “ Exchange Agent ”) to act as the agent for the purpose of exchanging for the Merger Consideration (i) the Certificates or (ii) uncertificated Shares (the “ Uncertificated Shares ”). On and after the Effective Time, Parent shall deposit, or cause the Surviving Corporation to deposit, with the Exchange Agent, sufficient funds to pay the aggregate Merger Consideration that is payable in respect of all of the Shares represented by the Certificates and the Uncertificated Shares (the “ Payment Fund ”) in amounts and at the times necessary for such payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of Shares shall be entitled under Section 2.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Shares for the Merger Consideration. Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of Shares at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange.

(b) Each holder of Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Share upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agent, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares. Until so surrendered or transferred, as the case may be, and subject to the terms set forth in Section 2.03, each such Certificate or Uncertificated Share, as applicable, shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration payable in respect thereof. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Certificate or Uncertificated Share. Upon payment of the Merger Consideration pursuant to the provisions of this Article II, each Certificate or Certificates so surrendered shall immediately be cancelled.

(c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated

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Share, as applicable, is registered, it shall be a condition to such payment that (i) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share, as applicable, or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable.

(d) All Merger Consideration paid upon the surrender of Certificates or transfer of Uncertificated Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Certificate or Uncertificated Shares, and from and after the Effective Time, there shall be no further registration of transfers of Shares on the stock transfer books of the Surviving Corporation. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article II.

(e) Any portion of the Payment Fund that remains unclaimed by the holders of Shares six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged Shares for the Merger Consideration in accordance with this Section 2.02 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder of Shares for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of Shares two (2) years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity) shall become, to the extent permitted by applicable Law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto.

(f) Any portion of the Merger Consideration made available to the Exchange Agent in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Section 2.03. Dissenting Shares . Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, Shares issued and outstanding immediately prior to the Effective Time (other than Shares canceled in accordance with Section 2.01(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such Shares in accordance with Section 262 of the DGCL (such Shares being referred to collectively as the “ Dissenting Shares ” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such Shares) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such Shares in accordance with Section 262 of the DGCL; provided , however , that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.01(b), without interest thereon, upon surrender of

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such Certificate formerly representing such Share or transfer of such Uncertificated Share, as the case may be. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relate to such demand, and Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

Section 2.04. Adjustments . If, during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur (other than the issuance of additional shares of capital stock of the Company as permitted by this Agreement), including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted.

Section 2.05. Withholding Rights . Each of Parent, MergerCo, the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Article II such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of any applicable Tax Law. To the extent that amounts are so deducted and withheld by Parent, MergerCo, the Surviving Corporation or the Exchange Agent, as the case may be, and paid over to the applicable Taxing authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which Parent, MergerCo, the Surviving Corporation or the Exchange Agent, as the case may be, made such deduction and withholding.

Section 2.06. Lost Certificates . If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares formerly represented by such Certificate as contemplated under this Article II.

Section 2.07. Treatment of Warrants . At the Effective Time, and in accordance with the terms of each warrant to purchase Shares that is listed on Section 2.07 of the Company Disclosure Letter (collectively, the “ Warrants ”) and that is issued and outstanding as of immediately prior to the Effective Time, unless otherwise elected by the holder of any such Warrant, Parent shall cause the Surviving Corporation to issue a replacement warrant to each holder thereof providing that such replacement warrant shall be exercisable for the amount of cash consideration receivable upon the Closing by a holder of a number of Shares issuable upon exercise of such Warrant immediately prior to the Closing, and from and after the Closing, Parent shall cause the Surviving Corporation to comply with all of the terms and conditions set forth in each such replacement warrant, including the obligation to make the payments contemplated thereby upon the exercise thereof.

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Section 2.08. Treatment of Stock Options and Restricted Stock Units; ESPP .

(a) Except as set forth in Section 2.08(a) of the Company Disclosure Letter, at the Effective Time by virtue of the Merger and without any action on the part of the holders thereof, each Company Stock Option that is outstanding under a Company Stock Plan immediately prior to the Effective Time, whether or not then vested or exercisable, shall be assumed by Parent and converted automatically at the Effective Time into an option to purchase shares of the common stock, par value $0.01 per share, of Parent (“ Parent Stock ”), and which has other material terms and conditions substantially the same as those of the related Company Stock Option, except that (i) the number of shares of Parent Stock subject to each such Company Stock Option shall be determined by multiplying the number of Shares subject to such Company Stock Option immediately prior to the Effective Time by a fraction (the “ Exchange Ratio ”), the numerator of which is the per share Merger Consideration and the denominator of which is the average closing price of Parent Stock on the New York Stock Exchange as reported by the Wall Street Journal for the five (5) full trading days ending on the date that is two (2) trading days prior to the Closing Date (rounded down to the nearest whole share), (ii) the exercise price per share of Parent Stock (rounded up to the nearest whole cent) shall equal (x) the per share exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option immediately prior to the Effective Time divided by (y) the Exchange Ratio and (iii) any holding periods or other restrictions on sale of Shares acquired upon exercise of Company Stock Options shall no longer apply. The parties acknowledge that, with respect to any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the foregoing provisions are intended to comply with the requirements of Section 424(a) of the Code.

(b) As soon as reasonably practicable after the Effective Time, and in no event later than five (5) Business Days thereafter, Parent shall file with the SEC a registration statement on Form S-8 with respect to (i) the shares of Parent Stock issuable upon exercise of the Company Stock Options that are assumed by Parent hereunder and (ii) the shares of Parent Stock issuable upon the settlement of any Parent Restricted Stock Units that are issued in replacement for the Company Restricted Stock Units in accordance with the terms set forth in Section 2.08(c) hereof, and Parent shall exercise commercially reasonable efforts to maintain the effectiveness of such registration statement for so long as such Company Stock Options or Parent Restricted Stock Units remain outstanding. Notwithstanding anything in this Agreement to the contrary, Parent shall not issue any shares of Parent Stock in respect of any Company Stock Award until the S-8 to be filed as herein provided is so filed and becomes effective, unless such S-8 has not been so filed and become effective prior to the date that is fifteen (15) Business Days following the Effective Date, in which case Parent (while still bound by the terms of this provision) shall make such issuances irrespective of whether such S-8 has been filed and become effective.

(c) Except as set forth in Section 2.08(c) of the Company Disclosure Letter, at the Effective Time, each restricted stock unit (including restricted stock awards, phantom restricted stock awards, deferred stock units, whether performance-based, time-based or otherwise) (the “ Company Restricted Stock Units ”) that is outstanding under any Company Stock Plan immediately prior to the Effective Time, whether or not then vested or earned, shall, by virtue of the Merger and without any action on the part of the holder thereof, be

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cancelled and converted into the right to receive a time-based vesting Parent Restricted Stock Unit (the “ Parent Restricted Stock Unit ”), which has material terms and conditions substantially the same as those of the related Company Restricted Stock Unit (including (i) no longer being subject to any performance-based vesting criteria, all of which shall be deemed satisfied at the Effective Time at the “target” level specified in the applicable award Contract relating to such Company Restricted Stock Units, and which award amount shall not have been further increased by exercise of any discretion of the Company Board prior to the Effective Time, and (ii) with respect to the time-based vesting schedule applicable thereto as set forth in any Contract entered into with the holder thereof that is in effect as of the date hereof or is entered into after the date hereof in accordance with the terms set forth in this Agreement), with respect to the number of shares of Parent Stock that is equal to the number of Shares subject to the Company Restricted Stock Unit immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded down to the nearest whole share); provided , however , that any holding periods or other restrictions on sale of Shares acquired upon the vesting of such Company Restricted Stock Units shall no longer apply.

(d) The Company shall take such action as may be necessary to (i) establish the end of the purchase period in effect as of the date hereof under the Company’s 1996 Employee Stock Purchase Plan (the “ ESPP ”) no later than the last day of the payroll period ending immediately prior to the Effective Time (but in all events at least ten (10) Business Days prior to the Effective Time) with respect to any offering (as defined in the ESPP) otherwise then in effect (the “ New Exercise Date ”) and (ii) terminate the ESPP as of the New Exercise Date, or such earlier date as determined by the Company to be administratively reasonable. Each ESPP participant’s accumulated payroll contributions as of the New Exercise Date that are not withdrawn as of such date shall be applied toward the purchase of Shares in accordance with the terms of the ESPP, which Shares shall be cancelled at the Effective Time in exchange for the right to receive the Merger Consideration as set forth in Section 2.01(b), except as otherwise set forth in Section 2.03. As promptly as reasonably practicable following the New Exercise Date, following the application of accumulated payroll contributions toward the purchase of Shares in accordance with the preceding sentence, Parent shall cause or permit the Company or the Surviving Corporation, as applicable, to return to participants any of their respective accumulated payroll contributions not applied to the purchase of Shares under the ESPP, if any. From and after the date hereof, the Company shall not permit (x) any new offering to commence under the ESPP or (y) any current participant in the ESPP to increase the percentage rate of his or her payroll deductions into his or her account under the ESPP.

(e) At the Effective Time, Parent shall assume the obligations and succeed to the rights of the Company under the Company Stock Plans with respect to the Company Equity Awards. Prior to the Effective Time, the Company and Parent shall take all action required to reflect the transactions contemplated by this Section 2.08, including the conversion of the Company Equity Awards that are outstanding immediately prior to the Effective Time pursuant to paragraphs (a) and (c) above and the substitution of Parent for the Company thereunder to the extent appropriate to effectuate the assumption of such Company Stock Plans by Parent. From and after the Effective Time, all references to the Company (other than any references relating to a “change in control” of the Company) in each Company Stock Plan and in each agreement evidencing any award of Company Equity Awards shall be deemed to refer to Parent.

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ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the correspondingly numbered Section of the disclosure letter, dated the date of this Agreement and delivered by the Company to Parent prior to the execution of this Agreement (the “ Company Disclosure Letter ”), that specifically relates to such Section or in another Section of the Company Disclosure Letter to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable to such Section, the Company hereby represents and warrants to Parent and MergerCo as follows:

Section 3.01. Organization; Standing and Power; Charter Documents; Subsidiaries .

(a) Organization; Standing and Power . The Company and each of its Subsidiaries is a corporation, limited liability company or other legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, and has the requisite corporate, limited liability company or other organizational, as applicable, power and authority to own, lease and operate its assets and to carry on its business as now conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited liability company or other legal entity and is in good standing in each jurisdiction where the character of the assets and properties owned, leased or operated by it or the nature of its business makes such qualification or license necessary, except where the failure to be so qualified or licensed or to be in good standing, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b) Charter Documents . The Company has delivered or made available to Parent a true and correct copy of the certificate of incorporation (including any certificate of designations), bylaws or like organizational documents, each as amended to date (collectively, the “ Charter Documents ”), of the Company and each of its Subsidiaries that is incorporated or organized under the laws of any State of the United States of America. Neither the Company nor any of its Subsidiaries is in material violation of any of the provisions of its Charter Documents.

(c) Subsidiaries . Section 3.01(c)(i) of the Company Disclosure Letter lists each of the Subsidiaries of the Company as of the date hereof and its place of organization. Section 3.01(c)(ii) of the Company Disclosure Letter sets forth, for each Subsidiary that is not, directly or indirectly, wholly-owned by the Company, (i) the number and type of any capital stock of, or other equity or voting interests in, such Subsidiary that is outstanding as of the date hereof and (ii) the number and type of shares of capital stock of, or other equity or voting interests in, such Subsidiary that, as of the date hereof, are owned, directly or indirectly, by the Company. All of the outstanding shares of capital stock of, or other equity or voting interests in, each Subsidiary of the Company that is owned directly or indirectly by the Company have been validly issued, were issued free of preemptive rights and are fully paid and nonassessable, and are free and clear of all Liens, including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interests, except for any Liens (x) imposed by applicable securities Laws or (y) arising pursuant to the Charter Documents of any non-wholly-owned Subsidiary of the Company. Except (A) for the capital

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stock of, or other equity or voting interests in, its Subsidiaries, (B) for investments constituting cash equivalents or (C) investments that are immaterial to the Company, the Company does not own, directly or indirectly, any capital stock of, or other equity or voting interests in, any Person, other than capital stock of, or other equity or voting interests in, any Person that represents less than one percent (1%) of the issued and outstanding shares of capital stock of, or other equity or voting interests in, such Person.

Section 3.02. Capital Structure .

(a) Capital Stock . The authorized capital stock of the Company consists of: (i) two billion (2,000,000,000) Shares and (ii) two hundred million (200,000,000) shares of preferred stock, par value $0.01 per share, of the Company (the “ Company Preferred Stock ”). As of the close of business on May 5, 2008, (x) 531,975,655 (including 176,052 Shares held by EDS Foundation and 30,161 Board restricted stock awards to directors) Shares were issued and outstanding, (y) 29,146,299 Shares were issued and held by the Company in its treasury and (z) no shares of Company Preferred Stock were issued and outstanding or held by the Company in its treasury, and since May 5, 2008 and through the date hereof, no additional Shares or shares of Company Preferred Stock have been issued other than the issuance of Shares upon the exercise or settlement of Company Equity Awards or pursuant to the ESPP. All of the outstanding shares of capital stock of the Company are, and all shares of capital stock of the Company which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and nonassessable and not subject to any preemptive rights. No Subsidiary of the Company owns any Shares.

(b) Stock Awards .

(i) As of the close of business on May 5, 2008, (w) an aggregate of 50,129,321 Shares were subject to issuance pursuant to Company Stock Options or lapse of restrictions of Company Restricted Stock Units (other than the phantom stock units in clause (z) below) granted under the 2002 Electronic Data Systems Corporation Transition Inducement Plan, the PerformanceShare 1997 Non-Qualified Stock Option Plan of Electronic Data Systems Corporation, the Electronic Data Systems Corporation 2001 Transition Incentive Plan, the Electronic Data Systems Corporation Global Share Plan, the Amended and Restated 2003 Incentive Plan of Electronic Data Systems Corporation and the Amended and Restated Electronic Data Systems Corporation Incentive Plan , (x) an aggregate of 1,386,424 Shares were subject to issuance under the Electronic Data Systems Corporation Executive Deferral Plan and the Electronic Data Systems Corporation United Kingdom Executive Deferral Plan, all as amended, (y) an aggregate of 37,117,511 Shares were reserved for issuance pursuant to the ESPP and (z) phantom stock units with respect to 301,383 Shares were outstanding under the Electronic Data Systems Corporation Deferred Compensation Plan for Non-Employee Directors, as amended (the ESPP, the plans referred to in clauses (w), (x) and (y) immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “ Company Stock Plans ”), and since May 5, 2008 and through the date hereof, no Company Equity Awards have been granted, no additional Shares have become subject to issuance under the Company Stock Plans

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and no additional phantom stock awards have been granted. Section 3.02(b)(i) of the Company Disclosure Letter sets forth as of the close of business on May 5, 2008 a list of each outstanding Company Equity Award granted under the Company Stock Plans and (A) the name of the holder of such Company Equity Award, (B) the number of Shares subject to such outstanding Company Equity Award, (C) the exercise price, purchase price or similar pricing of such Company Equity Award, (D) the date on which such Company Equity Award was granted or issued, (E) the applicable vesting schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof, and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. All Shares subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable.

(ii) Except for the Company Stock Plans and as set forth in Section 3.02(b)(ii) of the Company Disclosure Letter, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than the Company Equity Awards, other awards issued or granted under any Company Stock Plan, and the Warrants and the Convertible Notes, as of the date hereof, there are no outstanding (x) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company, (y) options, warrants or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) the Company or (z) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of the Company, in each case that have been issued by the Company or its Subsidiaries (the items in clauses (x), (y) and (z), together with the capital stock of the Company, being referred to collectively as “ Company Securities ”). All outstanding Shares, all outstanding Company Equity Awards, all other awards outstanding under any Company Stock Plan, all outstanding Warrants and all outstanding Convertible Notes, and all outstanding shares of capital stock, voting securities or other ownership interests in any Subsidiary of the Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws.

(iii) Except as set forth in the Warrants or the indenture (including supplemental indentures) governing the Convertible Notes, there are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities or Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Company Securities or Company Subsidiary Securities.

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(iv) Each Company Stock Option, other right to acquire Shares as to which any portion vested on or after January 1, 2005 or other awards issued or granted under any Company Stock Plan, has an exercise price that is not less than fair market value (as defined in the applicable Company Stock Plan) of the underlying Shares on the date of grant.

(c) Voting Debt; Warrants . Except for the Convertible Notes, no bonds, debentures, notes or other indebtedness issued by the Company or any of its Subsidiaries (i) having the right to vote on any matters on which stockholders or equityholders of the Company or any of its Subsidiaries may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is directly based upon or derived from the capital stock, voting securities or other ownership interests of the Company or any of its Subsidiaries, are issued or outstanding (collectively, “ Voting Debt ”). As of the date hereof, an aggregate of (x) 879,168 Shares are subject to, and 898,921 Shares are reserved for issuance upon exercise of, the Warrants and (y) 9,736,756 Shares are reserved for issuance upon conversion of the Convertible Notes identified in clause (b) of the definition of Convertible Notes and 20,210,928 Shares are reserved for issuance upon conversion of the Convertible Notes identified in clause (a) of the definition of Convertible Notes.

(d) Company Subsidiary Securities . As of the date hereof, there are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt, capital stock, voting securities or other ownership interests in any Subsidiary of the Company, (ii) options, warrants or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt, capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock, voting securities or other ownership interests in) any Subsidiary of the Company or (iii) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of, or other ownership interests in, any Subsidiary of the Company, in each case that have been issued by a Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock, voting securities or other ownership interests of such Subsidiaries, being referred to collectively as “ Company Subsidiary Securities ”).

Section 3.03. Authority; Non-Contravention; Consents .

(a) Authority . The Company has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to, in the case of the consummation of the Merger, adoption of this Agreement by the Requisite Company Vote, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby has been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby, subject only, in the case of consummation of the Merger, to the receipt of the Requisite Company Vote. The affirmative vote or consent of the

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holders of a majority of the outstanding Shares to approve and adopt this Agreement and approve the Merger (the “ Requisite Company Vote ”) is the only vote or consent of the holders of any class or series of the Company’s capital stock necessary to approve and adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by Parent and MergerCo, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Laws affecting creditors rights generally and by general principles of equity.

(b) Non-Contravention . The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) contravene or conflict with, or result in any violation or breach of, the Charter Documents of the Company or any of its Subsidiaries, (ii) subject to compliance with the requirements set forth in clauses (i)–(v) of Section 3.03(c) and, in the case of the consummation of the Merger, obtaining the Requisite Company Vote, conflict with or violate any material Law applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation, or require any Consent under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof or (iii) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries, except, in the case of each of clauses (ii) and (iii), for any conflicts, violations, breaches, defaults, alterations, terminations, amendments, accelerations, cancellations or Liens or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(c) Consents . No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to (any of the foregoing being a “ Consent ”), any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority, or any quasi-governmental or private body exercising any regulatory or other governmental or quasi-governmental authority (a “ Governmental Entity ”) is required to be obtained or made by the Company in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of the Merger and other transactions contemplated hereby, except for: (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) the filing of the Company Proxy Statement with the Securities and Exchange Commission (“ SEC ”) in accordance with the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) such Consents as may be required under (A) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), (B) any applicable requirements of Council Regulation (EC) No. 139/2004 of the Council of the European Union (the “ EC Merger Regulation ”) or (C) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization

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or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition (“ Foreign Antitrust Laws ” and, together with the HSR Act and EC Merger Regulation, the “ Antitrust Laws ”), in any case that are applicable to the transactions contemplated by this Agreement; (iv) such Consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country or the rules and regulations of the New York Stock Exchange or the London Stock Exchange; (v) the other Consents of Governmental Entities listed in Section 3.03(c) of the Company Disclosure Letter; and (vi) such other Consents which if not obtained or made would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Notwithstanding anything contained herein to the contrary, the representations and warranties set forth in this Section 3.03(c) do not apply to Consents of any Governmental Entities that arise pursuant to, or as a result of, any Government Contracts or Proposals (in any such case, with any Governmental Entity in its capacity as a customer) that have been entered into or may hereafter be entered into by the Company or any Subsidiary thereof.

(d) Board Approval . The Company Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof, unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company’s stockholders, (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, in accordance with the DGCL, (iii) directed that the “agreement of merger” contained in this Agreement be submitted to Company’s stockholders for adoption and (iv) resolved to recommend that Company stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, the “ Company Board Recommendation ”) and directed that such matter be submitted for consideration of the stockholders of the Company at the Company Stockholders Meeting.

(e) Takeover Statutes . The Company Board has taken all actions so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” (as defined in such Section 203) will not apply to the execution, delivery or performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby. To the Knowledge of the Company, no other state takeover statutes apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Section 3.04. SEC Filings; Financial Statements; Internal Controls; Sarbanes-Oxley Act Compliance .

(a) SEC Filings . The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2005 (the “ Company SEC Documents ”). The Company has made available to Parent (including through the Electronic Data Gathering, Analysis and Retrieval Database of the SEC) all such Company SEC Documents that it has so filed or furnished prior to the date hereof. As of their respective

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filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), and the Exchange Act, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Other than EDS Administrative Services LLC, none of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC.

(b) Financial Statements . Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Documents, including each Company SEC Document filed after the date hereof until the Closing: (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto as of their respective dates; (ii) was prepared in accordance with United States generally accepted accounting principles (“ GAAP ”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q); and (iii) fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries at the respective dates thereof and the consolidated results of the Company’s operations and cash flows for the periods indicated therein, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by GAAP and the applicable rules and regulations of the SEC.

(c) Internal Controls . The Company and each of its Subsidiaries has implemented, and maintains and enforces, a system of internal controls over financial reporting that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements in accordance with GAAP, including policies and procedures that provide reasonable assurance that (i) receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with authorizations of management and the Company Board, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (iii) any unauthorized acquisition, use or disposition of the assets of the Company or any of its Subsidiaries that would have a material effect on the Company’s financial statements would be detected or prevented in a timely manner and (iv) the Company and its Subsidiaries maintain records in reasonable detail that accurately and fairly reflect the material transactions and dispositions of their respective assets. Neither the Company nor its independent accountants has identified or been made aware of (x) any significant deficiency or material weakness in the system of internal controls over financial reporting utilized by the Company or (y) any fraud, whether or not material, that involves executive officers or other employees of the Company who have a material role in the preparation of financial statements or the internal controls over financial reporting utilized by the Company, in each case in connection with the preparation of the audited financial statements of the Company as of and for the fiscal year ended December 31, 2007.

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(d) Undisclosed Liabilities . The balance sheet of the Company dated as of March 31, 2008 contained in the Company SEC Documents filed prior to the date hereof is hereinafter referred to as the “ Company Balance Sheet ”. Neither the Company nor any of its Subsidiaries has any Liabilities other than Liabilities that (i) are reflected or recorded on the Company Balance Sheet (including in the notes thereto), (ii) were incurred since the date of the Company Balance Sheet in the ordinary course of business, (iii) are incurred in connection with the transactions contemplated by this Agreement, (iv) are executory obligations under Contracts to which the Company or any of its Subsidiaries is or may hereafter become a party or is or may hereafter become bound (other than Liabilities thereunder due to breaches by the Company or any of it Subsidiaries of the terms set forth therein) or (v) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(e) Off-Balance Sheet Arrangements . As of the date hereof, neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any arrangement described in Section 303(a)(4) of Regulation S-K promulgated by the SEC, except for any such arrangement (including client supported financing transactions and securitizations) (i) that is included in the aggregate amount of off-balance sheet arrangements referred to in the Annual Report on Form 10-K filed by the Company prior to the date hereof with the SEC for the fiscal year ended December 31, 2007 or in the Quarterly Report on Form 10-Q filed by the Company prior to the date hereof with the SEC for the fiscal quarter ended March 31, 2008 or (ii) pursuant to which the aggregate obligation of the Company and its Subsidiaries thereunder would not exceed $10,000,000.

(f) Sarbanes-Oxley Compliance . The chief executive officer and chief financial officer of the Company have made all certifications in the Company SEC Documents that are required by the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”) and any rules and regulations promulgated thereunder by the SEC; the statements contained in any such certifications were unqualified, complete and correct and have not been modified or withdrawn; and the Company is otherwise in compliance with all applicable provisions of the Sarbanes-Oxley Act and the applicable listing and corporate governance rules of the New York Stock Exchange, except for any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As of the date hereof, neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of the certifications required by the Sarbanes-Oxley Act and made by its chief executive officer and chief financial officer.

Section 3.05. Absence of Certain Changes or Events . Since the date of the Company Balance Sheet to the date hereof (a) except in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, the business of the Company and each of its Subsidiaries has been conducted in all material respects in the ordinary course of business and (b) there has not been: (i) any Company Material Adverse Effect or any event, change or effect that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) any declaration, setting aside or payment of

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any dividend on, or other distribution (whether in cash, stock or property) in respect of, any Company Securities or any Company Subsidiary Securities, or any purchase, redemption or other acquisition by the Company or any of its Subsidiaries of any Company Securities or any Company Subsidiary Securities, except for (w) the declaration, setting aside and payment of cash dividends by any wholly-owned Subsidiary of the Company to its parent, (x) the declaration, setting aside and payment of cash dividends by any non-wholly-owned Subsidiary of the Company to the equityholders thereof that was made in a manner consistent with the past dividend practices of such Subsidiary, (y) the declaration, setting aside and payment by the Company of its regular quarterly cash dividend and (z) the purchase, redemption or other acquisition of any Company Securities from any holder of a Company Equity Award in connection with the termination of such person’s service with the Company or a Subsidiary thereof or otherwise pursuant to the terms of the applicable Company Stock Plan, (iii) any split, combination or reclassification of any Company Securities or Company Subsidiary Securities, (iv) any granting by the Company or any of its Subsidiaries to any executive officer of the Company of any material increase in compensation or fringe benefits, or any payment by the Company or any of its Subsidiaries to any executive officer of the Company of any bonus, or any granting by the Company or any of its Subsidiaries to any officer of the Company of any increase in severance or termination pay or any entry by the Company or any of its Subsidiaries into, or modification or amendment of, any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby, in each case, with any officer of the Company, (v) entry by the Company or any of its Subsidiaries into any material licensing or other material agreement with regard to the acquisition or disposition by the Company or any Subsidiary thereof of any material Intellectual Property other than non-exclusive licenses or other agreements with regard to the acquisition or disposition by the Company or any Subsidiary thereof of any Intellectual Property, in each case entered into in the ordinary course of business consistent with past practice, (vi) any change by the Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP or by the SEC, (vii) any change by the Company in its material Tax elections or accounting methods, or any closing agreement, settlement or compromise of any claim or assessment, in each case in respect of material Taxes, or consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, (viii) any communication from the New York Stock Exchange or the London Stock Exchange to the Company with respect to any potential delisting of the Shares, (ix) any sale, transfer or other disposition outside of the ordinary course of business of any material properties or material assets (whether real, personal or mixed, tangible or intangible) by the Company or any of its Subsidiaries, or (x) any agreement, whether in writing or otherwise, to take any action described in this Section by the Company or any of its Subsidiaries.

Section 3.06. Taxes .

(a) Tax Returns . The Company and each of its Subsidiaries have prepared and timely filed all material federal, state, local and foreign returns, estimates, information statements and reports and any amendments thereto that they were required to file (collectively, “ Tax Returns ”) relating to any and all Taxes concerning or attributable to the Company, its Subsidiaries or their respective operations and such Tax Returns are true and complete in all material respects.

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(b) Payment of Taxes . All material Taxes due and owing by the Company and each of its Subsidiaries on or before the date hereof (whether or not shown on any Tax Returns) have timely been paid, or have been withheld and remitted, to the appropriate Taxing authority, or have been reserved for in accordance with GAAP (including the recent pronouncement under FIN 48, Accounting for Uncertainty in Income Taxes) in the Company’s financial statements.

(c) Availability of Tax Returns . The Company has made available to Parent complete and accurate copies of the portions applicable to each of the Company and its Subsidiaries of the Company’s U.S. federal income tax returns for the 2005 and 2006 taxable years and EDS Ltd.’s 2006 United Kingdom corporate income tax return.

(d) Withholding . The Company and each of its Subsidiaries have withheld and timely paid to the appropriate Taxing authority: (i) any proper and accurate amounts for all periods through the date hereof in material compliance with all Tax withholding provisions of applicable Laws other than provisions of employee withholding (including withholding of Tax on dividends, interest, and royalties and similar income earned by non-resident aliens and foreign corporations and withholding of Tax on United States real property interests); and (ii) from their employees proper and accurate amounts for all periods through the date hereof in material compliance with all Tax withholding provisions of applicable Laws (including income, social security, and employment Tax withholding for all types of compensation).

(e) Tax Liabilities . Since the date of the most recent Financial Statements, neither the Company nor any of the Company Subsidiaries have incurred any material Liability for Taxes outside the ordinary course of business or otherwise inconsistent with past practice.

(f) Tax Deficiencies . There is no material Tax deficiency outstanding, assessed or, to the Knowledge of the Company, proposed in writing against the Company or any of its Subsidiaries, nor, as of the date hereof, has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any material Tax that is still in effect.

(g) Tax Audits . As of the date hereof, no audit or other examination of any material Tax Return of the Company or any of its Subsidiaries is presently in progress, nor has the Company or any of its Subsidiaries been notified in writing of any request for such an audit or other examination.

(h) Closing Agreements . As of the date hereof, neither the Company nor any of its Subsidiaries is a party to any closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof, or any similar provision of state, local, or foreign Law.

(i) Substantial Understatements . Each of the Company and its Subsidiaries has disclosed on its Tax Returns for its 2004-2006 taxable years all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code or any similar provision of state, local, or foreign Law.

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(j) Tax Jurisdictions . To the Knowledge of the Company, no written claim has been made during the past three (3) years by any appropriate Governmental Entity in a jurisdiction where neither the Company nor any of its Subsidiaries has filed Tax Returns indicating that the Company or any of its Subsidiaries is or may be subject to any material taxation by such jurisdiction.

(k) Change in Accounting Method . Neither the Company nor any of its Subsidiaries has agreed or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of state, local or foreign Law by reason of a change in accounting method initiated by it or any other relevant party, and neither the Company nor any of its Subsidiaries has any knowledge that the appropriate Governmental Entity has proposed any such adjustment or change in accounting method, nor is any application pending with any appropriate Governmental Entity requesting permission for any changes in accounting methods that relate to the business or assets of the Company or any of its Subsidiaries to the extent such adjustments would be required to be made for any taxable period (or portion thereof) ending after the Closing Date.

(l) Installment Sale, Etc . The Company and its Subsidiaries will not be required to include any material item of income in, or exclude any material item of deduction from, U.S. taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (x) any installment sale or open transaction disposition made on or prior to the Closing Date or (y) any prepaid amount received on or prior to the Closing Date.

(m) Tax Liens . There are no material Liens on the assets of the Company or any of its Subsidiaries relating to or attributable to Taxes, other than Liens for Taxes not yet due and payable or Taxes that are being contested in good faith and in respect of which, if required by GAAP, adequate reserves therefor have been accrued or recorded on the Company’s financial statements.

(n) U.S. Real Property Holding Corporation . The Company is not a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code, nor has it been a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(i) of the Code.

(o) Intercompany Transactions . There are no material deferred intercompany transactions within the meaning of Treasury regulation section 1.1502-13(b)(1) with respect to which the Company or any of its Subsidiaries would be required to include any item of income or gain in, or exclude any item of deduction or loss from, taxable income for any taxable period (or portion thereof) ending after the Closing Date.

(p) Tax Agreements . Neither the Company nor any of its Subsidiaries (i) is a party to a Contract entered into after January 1, 2004, other than a Contract entered into in the ordinary course of business, under which the Company or any of its Subsidiaries has, or at any

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time in the future is reasonably likely to have, an obligation to contribute to the payment of any portion of a material Tax (or pay any amount calculated with reference to any portion of a material Tax) of any group of corporations of which the Company or any of its Subsidiaries is or was a part (other than a group the common parent of which is the Company), or (ii) has any Liability for material Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor.

(q) Ownership Changes . Since January 1, 2004, neither the Company nor any of its Subsidiaries has undergone an ownership change under Section 382 and/or Section 383 of the Code, other than the ownership change arising from the transaction contemplated by this Agreement.

(r) Distributing Corporations . Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (x) in the two (2) years prior to the date of this Agreement or (y) in a distribution which would otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code and regulations thereunder) in conjunction with the Merger.

(s) Tax Avoidance . Neither the Company, nor any of its Subsidiaries has participated (i) in a transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a listed transaction, as set forth in Treasury Regulation § 1.6011-4(b)(1) or, (ii) to the Knowledge of the Company, in a reportable transaction (other than a listed transaction), as set forth in Treasury Regulation § 1.6011-4(b).

(t) Certain Compensation Taxes . To the Knowledge of the Company, there is no Contract, plan or arrangement to which the Company or any of its Subsidiaries is a party which, individually or collectively, (i) other than as set forth on Section 3.06(t) of the Company Disclosure Letter, could give rise to the payment of any amount that would not be deductible pursuant to Sections 404 or 162(m) of the Code or (ii) could require Parent or any Affiliate of Parent to gross up a payment to any Company Employee for Tax related payments or cause a penalty tax under Section 409A of the Code (other than indemnification obligations pursuant to the agreements listed in Section 3.06(t) of the Company Disclosure Letter). To the Knowledge of the Company, each Company Employee Plan or Company Employee Agreement that is a nonqualified deferred compensation plan (as defined under Section 409A of the Code) satisfies the applicable requirements of Sections 409A(a)(2), (3), and (4) of the Code, and has, since January 1, 2005, been operated in material good faith compliance with Sections 409A(a)(2), (3), and (4) of the Code, and no Company Employee is subject to any tax pursuant to Section 409A of the Code.

Section 3.07. Intellectual Property .

(a) Certain Owned Company IP . Section 3.07(a) of the Company Disclosure Letter contains a complete and accurate list, as of the date hereof, of the following Owned

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Company IP: (i) all registered Trademarks and material unregistered Trademarks; (ii) all Patents; (iii) all material invention disclosures within the last two years; (iv) all material registered Copyrights; (v) all material Internet domain names; and (vi) all material Software (excluding any off-the-shelf shrinkwrap, clickwrap or similar commercially available non-custom Software), in each case listing, as applicable, (x) the name of the applicant/registrant and current owner, (y) the jurisdiction where the application/registration is located and, (z) the application or registration number.

(b) Good Standing . The Company and each of its Subsidiaries has made all prosecution and maintenance payments and all filings currently due or required to be filed (extensions or grace periods not being available), to prosecute and maintain each item of registered, issued and applied for material Owned Company IP. The Company and each of its Subsidiaries has taken appropriate steps to ensure compliance with all laws relating to patent marking requirements and trademark and copyright notice requirements (including trademark and copyright legends and symbols, such as ^© , ^® , TM, SM) with respect to any such Intellectual Property that is issued, granted or registered by or with any Governmental Entity or for which an application therefore has been filed with any Governmental Entity, and all such registered, issued and applied for Intellectual Property is duly registered, issued and/or filed in the name of the Company or one of its Subsidiaries, as applicable. All registrations of Owned Company IP are currently in good standing and the correct chain of title has been recorded with the applicable Governmental Entity, including the U.S. Patent and Trademark Office, against each item of registered, issued or applied for Owned Company IP, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(c) Enforceability . The Owned Company IP is valid, subsisting and enforceable, except where the failure to be so valid, subsisting and enforceable would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No false allegations of use or other false statements have been made in connection with the filing, prosecution or maintenance of any material Trademarks included in the Owned Company IP and, to the Knowledge of the Company, no false statements have been made in connection with the filing, prosecution or maintenance of any Patents included in the Owned Company IP, except where such allegations or statements would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(d) Company IP Agreements . Section 3.07(d)(i) of the Company Disclosure Letter contains a complete and accurate list, as of the date hereof, of all Contracts (i) granting to the Company or any of its Subsidiaries a license, covenant not to sue or any other interest in, or any right to use or exploit any Licensed Company IP that is material to the Company and its Subsidiaries taken as a whole, other than off-the-shelf shrinkwrap, clickwrap or similar commercially available non-custom Software, or (ii) under which the Company or any of its Subsidiaries has granted to others a license, covenant not to sue or any other interest in, or any right to use or exploit any Owned Company IP that is material to the Company and its Subsidiaries taken as a whole (such agreements, the “ Company IP Agreements ”). Neither the Company nor any of its Subsidiaries has granted any rights exclusively under any Owned Company IP, other than under Owned Company IP that is not necessary for the conduct of the business of the Company as currently conducted, nor for the conduct of the business of its

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Subsidiaries as currently conducted. No Company IP Agreement may be unilaterally terminated by any third party which is a party to such Agreement as a result of the consummation of the transactions provided for herein, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(e) Sufficiency of Company IP . The Owned Company IP, together with the Licensed Company IP, constitutes all the Intellectual Property that is necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted, except where the failure of the foregoing to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(f) No Liens . The Company and its Subsidiaries collectively own all right, title and interest in the Owned Company IP free and clear of all Liens other than Permitted Liens. No Person jointly owns any Owned Company IP pursuant to any Contract with the Company or any of its Subsidiaries, nor, to the Knowledge of the Company, by operation of law or otherwise. No material license fees in respect of any such joint Owned Company IP will be payable by Parent following the Closing to any person for the use or exploitation of such Intellectual Property.

(g) Protection of Information . The Company and each of its Subsidiaries has taken all commercially reasonable steps to protect and preserve the secrecy and confidentiality of the Trade Secrets that comprise any material part of the Company IP, except where the failure to take such actions would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All uses and disclosures by the Company or any of its Subsidiaries of Trade Secrets owned by another Person have been pursuant to the terms of a written agreement with such Person or were otherwise lawful, except where the use or disclosure of any Trade Secret owned by another Person that was not effected in accordance with a written agreement or was not lawful would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Without limiting the foregoing, the Company and its Subsidiaries have a policy requiring employees, consultants and contractors, and any other person with access to Trade Secrets included in Company IP that are material to the Company and its Subsidiaries, taken as whole, to execute a confidentiality agreement substantially in the Company’s standard form previously provided to Parent.

(h) Employees and Consultants . All former and current employees, consultants and contractors of the Company and its Subsidiaries who contribute or have contributed to the creation or development of any of the Owned Company IP (“Contributors”) have executed written instruments with the Company or such Subsidiary that assign to the Company or such Subsidiary all rights, title and interest in and to any such contributions that the Company or Subsidiary does not already own by operation of Law, except where failure to execute such written agreement would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no inventor listed on the Company’s or its Subsidiaries’ Patents is under any obligation to assign its rights in the Company’s or its Subsidiaries’ Patents to a former employer, person, or entity, except where any such obligation would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

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(i) Infringement . Neither the Company nor any of its Subsidiaries, nor any of its or their products or services, nor the other operation of Company’s or its Subsidiaries’ business as currently conducted is infringing upon (including infringement by dilution), misappropriating or violating the Intellectual Property of any Person, except where any such infringement, misappropriation or violation would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, as of the date hereof, no Person or any of such Person’s products or services, Intellectual Property or other operation of such Person’s business is infringing upon (including infringement by dilution), violating or misappropriating any material Owned Company IP.

(j) IP Legal Actions . As of the date hereof, there is no Legal Action pending or, to the Knowledge of the Company, threatened with respect to, (i) any alleged infringement (including infringement by dilution), misappropriation or violation of the Intellectual Property of any Person by the Company or any of its Subsidiaries or any of its or their current products or services or otherwise by the conduct of the Company’s or its Subsidiaries’ businesses as currently conducted or have been conducted within the preceding five years; (ii) any claim challenging the validity or enforceability of any item of Owned Company IP, or the ownership by the Company or the respective Subsidiary of such item; or (iii) any claim contesting the Company’s or any of its Subsidiaries rights with respect to any of the Licensed Company IP except in the case of clauses (i), (ii), and (iii) for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are not subject to any Order that restricts or impairs the use of any Company IP, except (x) for any such Order that is generally applicable to Persons engaged in the businesses engaged in by the Company and its Subsidiaries or (y) where the entry or existence of any such Order would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(k) Parent’s Intellectual Property . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger) will not result, after the consummation of the Merger, in Parent or any of its Subsidiaries being required, under the terms of any Contract to which the Company or any of its Subsidiaries is a party, to grant (including by means of a covenant not to sue or cross-license) to any third party any rights or licenses to any of Intellectual Property owned by Parent or its Affiliates prior to the Closing Date or created by Parent or its Affiliates following the Closing Date, except for customer Contracts under which the customer was granted a non-exclusive license (which may include the right to sublicense to end users in the ordinary course of business for the same or more limited scope) to use existing and after-acquired patents and/or copyrights, including enhancements to Software and similar derivative works, solely to the extent necessary for such customer’s operation of products or applications sold to the customer under such Contract, or solely to the extent necessary for such customer’s receipt of services that parent will continue to provide after closing, and for no other purpose.

(l) Settlements . No limitations or restrictions on the use or enforceability of any of the Company IP have been agreed with any third party pursuant to a settlement agreement or a similar Contract intended to settle a dispute, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

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(m) Open Source Software . To the Knowledge of the Company, neither the Company nor any of its Subsidiaries is in violation in any material respect of any open source license. No Software that contains or is derived from Open Source Software has been incorporated into any Software that is Owned Company IP, or has otherwise been distributed or licensed by Company or any Subsidiary to third parties, in a manner that renders Software that is Owned Company IP subject to terms applicable to Open Source Software, except with respect to Software that the Company has decided, for business reasons, to release to the open source community in a manner that does not preclude the Company’s continued use and exploitation of such Software.

(n) Source Code . To the Knowledge of Company, no condition has occurred, and no circumstance or condition exists, that would be sufficient to entitle the beneficiary under any source code escrow arrangement under which the Company or any of its Subsidiaries have deposited any material Company Source Code to require release of such material Company Source Code, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of Company, the consummation of the transactions contemplated hereby (including the Merger) will not constitute a condition sufficient to entitle the beneficiary under any source code escrow arrangement under which the Company or its Subsidiaries have deposited any material Company Source Code to require release of such Company Source Code, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(o) Viruses . To the Knowledge of the Company, as of the date hereof, the Company and each of its Subsidiaries has in place, consistent with general industry practices, systems adequate to identify and detect any computer code which may: (i) irreparably disrupt, disable, erase or harm operation of material Software included in the Owned Company IP, or cause such Software to irreparably damage or corrupt any data, hardware, storage media, programs, equipment or communications, or (ii) permit any Person to access such Software without authorization, except as would not reasonably be expected to have a Company Material Adverse Effect.

(p) Privacy . To the Knowledge of the Company, the Company’s and each of its Subsidiaries’ collection, storage, use and dissemination of personal customer information and other personally identifiable information in connection with their businesses has been in accordance with all applicable Laws relating to privacy or data protection with regard to personally identifiable information that are binding on the Company or any Subsidiary thereof, all applicable privacy policies adopted by the Company or any Subsidiary thereof, and in accordance with all terms of use or other contractual obligations relating to privacy or protection of personally identifiable information, except where the failure to be in compliance with any such Law, terms of use or other contractual obligations or to abide by any such policy would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, with respect to personal customer information and other personally identifiable information, the Company and each of its Subsidiaries has reasonable security and data protections in place, consistent with general industry practices, and there has been no material breach thereof or loss of such information since January 1, 2006, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

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Section 3.08. Compliance; Permits .

(a) Compliance . The Company and each of its Subsidiaries is and, since January 1, 2007, has been in compliance with all Laws or Orders applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective businesses or properties is bound (including the International Trade in Arms Regulations, the Export Administration Regulations and the regulations administered by the Department of Treasury’s Office of Foreign Assets Control), except for such non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, since January 1, 2007, no Governmental Entity has issued any notice or notification stating that the Company or any of its Subsidiaries is not in compliance with any Law, except where such non-compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b) Permits . The Company and its Subsidiaries hold, to the extent legally required to operate their respective businesses as such businesses are being operated as of the date hereof, all permits, licenses, clearances, authorizations and approvals from Governmental Entities (collectively, “ Permits ”), except for any Permits for which the failure to obtain or hold would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No suspension or cancellation of any Permits of the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, except for any such suspension or cancellation which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of its Subsidiaries is and, since January 1, 2007, has been in compliance with the terms of all Permits, except where the failure to be in such compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(c) Foreign Corrupt Practices Act . Since January 1, 2007, neither the Company nor any of its wholly-owned Subsidiaries, nor, to the Knowledge of the Company, any of the Controlled Subsidiaries or any third party acting on behalf of the Company or any of its Subsidiaries, has taken or failed to take any action that would cause it to be in violation in of the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder, except for any such violation that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 3.09. Litigation . As of the date hereof, there is no claim, action, suit, arbitration, proceeding or, to the Knowledge of the Company, governmental investigation (each, a “ Legal Action ”), pending, or to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any their respective properties or assets or, to the Knowledge of the Company, any executive officer or director of the Company or any of its U.S. Subsidiaries in their capacities as such, in each case by or before any Governmental Entity, other than any such Legal Action that (a) does not involve an amount in controversy in excess of $10,000,000, (b) does not seek material injunctive or other material non-monetary relief and (c)

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would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company or any of its Subsidiaries is subject to any order, writ, assessment, decision, injunction, decree, ruling or judgment of a Governmental Entity (“ Order ”), whether temporary, preliminary or permanent, which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, other than any Orders that are generally applicable to Persons engaged in the businesses engaged in by the Company or its Subsidiaries. There are no internal investigations or internal inquiries that since January 1, 2006 and prior to the date hereof have been conducted by or at the direction of the Company Board (or any committee thereof) concerning any material financial, accounting or other material misfeasance or material malfeasance issues other than such investigations or inquiries that did not result in any material finding of any misfeasance or malfeasance.

Section 3.10. Brokers’ and Finders’ Fees . Except for fees payable to the investment banking firms whose names are set forth on Section 3.10 of the Company Disclosure Letter (collectively, the “ Company Financial Advisors ”) pursuant to engagement letters listed in such section of the Company Disclosure Letter, a correct and complete copy of which have been provided to Parent, the Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.

Section 3.11. Related Party Transactions . Except for compensation or other employment arrangements entered into in the ordinary course of business, there are no transactions, agreements, arrangements or understandings between the Company or any of its Subsidiaries, on the one hand, and any Affiliate (including any officer or director) of the Company (excluding any Subsidiary of the Company), on the other hand.

Section 3.12. Employee Matters .

(a) Schedule . Section 3.12(a) of the Company Disclosure Letter contains an accurate and complete list, as of the date hereof, of each material plan, program, policy, agreement, collective bargaining agreement or other arrangement providing for compensation, severance, deferred compensation, performance awards, stock or stock-related awards, fringe, retirement, death, disability or medical benefits or other employee benefits or remuneration of any kind, including each material employment (excluding offer letters), severance, retention, change in control or consulting plan, program arrangement or agreement, in each case whether written or unwritten or otherwise, funded or unfunded, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, which is or has been maintained, contributed to, or required to be contributed to, by the Company or any of its Subsidiaries for the benefit of any current or former employee, consultant or director of the Company or any of its Subsidiaries (each, a “ Company Employee ”), or with respect to which the Company or any of its Subsidiaries has or may have any material Liability (collectively, the “ Company Employee Plans ”).

(b) Documents . The Company has made available to Parent (including through the Electronic Data Gathering, Analysis and Retrieval Database of the SEC) correct and complete copies of all Company Employee Agreements with the executive officers of the Company and all material Company Employee Plan documents, if any, in each case that are in

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effect as of the date hereof, and, to the extent applicable, (i) all related trust agreements, funding arrangements and insurance contracts, (ii) the most recent determination letter received regarding the tax-qualified status of each Company Employee Plan, (iii) the most recent financial statements for each Company Employee Plan, (iv) the Form 5500 Annual Returns/Reports for the most recent plan year for each Company Employee Plan, and (v) the current summary plan description for each Company Employee Plan.

(c) Employee Plan Compliance . (i) each Company Employee Plan in the United States has been established and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code, except for any administrative non-compliance which may be corrected pursuant to the IRS’ Employee Plans Compliance Resolution System, and to the Knowledge of the Company, each Company Employee Plan outside of the United States has been established and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code have received timely determination letters from the IRS and, as of the date hereof, no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened; (iii) the Company and its Subsidiaries, where applicable, have timely made all material contributions and other material payments required by and due under the terms of each Company Employee Plan; (iv) except to the extent limited by applicable Law, each Company Employee Plan (other than a Company Employee Plan constituting a Contract between the Company or a Subsidiary thereof and a Company Employee) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) as of the date hereof, there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; and (vi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened (other than routine claims for benefits) against any Company Employee Plan.

(d) None of the Company, any Company ERISA Affiliate or any of the Company Subsidiaries has incurred or reasonably expects to incur, either directly or indirectly, any material liability under Title I or Title IV of ERISA, or related provisions of the Code or foreign Law or regulation relating to employee benefit plans generally.

(e) Certain Company Employee Plans . With respect to each Company Employee Plan subject to Title IV or Section 302 of ERISA or Section 412 of the Code:

(i) no such plan is a “multiemployer plan” within the meaning of Section 3(37) of ERISA or a “multiple employer plan” within the meaning of Section 413(c) of the Code;

(ii) no Legal Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan;

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(iii) no condition or event currently exists that would be reasonably likely to result in any material Liability to the Company or any Company ERISA Affiliate under Title IV of ERISA (other than for premiums to the Pension Benefit Guaranty Corporation);

(iv) no “reportable event,” as defined in Section 4043 of ERISA, has occurred with respect to any such plan; and

(v) no such plan has incurred any “accumulated funding deficiency” within the meaning of Section 302 of ERISA or Section 412 of the Code, whether or not waived.

(f) No Post-Employment Obligations . No Company Employee Plan currently provides for any Liability of the Company or any of its Subsidiaries to provide post-termination or retiree welfare benefits to any person for any reason, except as may be required by COBRA or other applicable Law, and neither the Company nor any Company ERISA Affiliate has any Liability to provide post-termination or retiree welfare benefits to any person or ever represented, promised or contracted to any Company Employee (either individually or to Company Employees as a group) or any other person that such Company Employee(s) or other person would be