AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.2

EXECUTION COPY

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT NO. 1, dated as of July 25, 2008 (this " Amendment "), to the Agreement and Plan of Merger (the " Merger Agreement "), dated as of May 13, 2008, is being entered into 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 the Merger Agreement.

RECITALS

WHEREAS, the parties to the Merger Agreement desire to amend the terms set forth in certain sections thereof as set forth in this Amendment; and

WHEREAS, pursuant to the terms set forth in Section 7.07 of the Merger Agreement, the Merger Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Requisite Company Vote, by written agreement signed by each of the parties thereto.

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

1.         References .  Each reference to "hereof," "hereunder," "herein" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Merger Agreement shall, from and after the date hereof, refer to the Merger Agreement as amended by this Amendment.

2.         Amendment to Section 1.02 of the Merger Agreement .  Section 1.02 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

"Section 1.02  Closing .

(a)        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.  Notwithstanding the terms set forth in the immediately preceding sentence, unless otherwise agreed to in writing by the parties hereto:

(i)         without the prior written consent of the Company and Parent, the Closing shall not occur earlier than 9:00 a.m. (New York City time) on August 18, 2008 (the "Earliest Closing Time");

(ii)        except as otherwise provided in Section 1.02(a)(iii), if, at any time prior to, at or after the Earliest Closing Time and prior to August 26, 2008, all of the conditions to the Merger set forth in Section 6.01 and Section 6.02 shall have been satisfied or, to the extent permitted hereunder, waived (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), then the Closing shall occur on the later of (A) the third Business Day following the satisfaction or, to the extent permitted hereunder, waiver of all such conditions (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) and (B) the Earliest Closing Time (the later of (A) and (B), the " Specified Date "), unless Parent, at its sole discretion, has delivered a written notice to the Company prior to the Specified Date informing the Company that it has elected to postpone the Closing, which written notice shal