Acquisition(s)

    EDS Acquires the Feld Group; Completes Executive Team 
                                        
Industry Icon Charlie Feld and Team Bring Distinguished Track Record Managing 
                            Technology Transitions 
 
    PLANO, Texas, Jan. 12 -- EDS (NYSE: EDS), the 
world's most experienced outsourcing services company, today announced it has 
acquired Dallas-based IT consultancy, the Feld Group, for approximately  
$41 million in cash and $48 million in restricted stock, warrants and options, 
and has finalized its executive team.   
    The Feld Group is a privately held technology management firm that 
specializes in reorganizing and realigning technology organizations to better 
meet the needs of their enterprises.  A leader in its field, the Feld Group 
has successfully transformed the IT departments of several of the world's most 
prominent companies including Burlington Northern Santa Fe and 
PricewaterhouseCoopers and has been working with EDS as a consultant for the 
past several months. 
    Industry veteran Charlie Feld, 61, who founded the Feld Group in 1992 
following his tenure as CIO of Frito-Lay, has served as CIO for First Data 
Resources, Delta Air Lines and Burlington Northern.  Feld was named "One of 
the 12 Most Influential IT Executives of the Past Decade" by CIO Magazine, and 
Fast Company named him one of the IT industry's eight top turn-around experts.  
At Frito-Lay, Feld and his team were widely recognized for innovation, 
including an award-winning, handheld technology system they developed and 
deployed to 10,000 route sales representatives in the mid-1980s. 
    "We believe the addition of the Feld Group to EDS speeds our transition to 
an increasingly more cost competitive, high-value model -- bringing world-
class talent, consulting relationships and innovative IT management software, 
processes and methodologies," said EDS Chairman and CEO Mike Jordan.  "Just as 
importantly, it extends the Feld Group's full range of transformation services 
to our clients and prospective clients around the world.  We see tremendous 
growth opportunities in the business process outsourcing/business 
transformation services market, and the addition of the Feld Group will 
greatly enhance our offerings and expertise in the field." 
    The incentives-based agreement provides for virtually the entire 60-person 
Feld organization to transition to EDS and support the company's core business 
operations.  In addition, EDS gains ownership of Feld's proprietary IT and 
business process implementation software. 
    "EDS has a tremendous base of talent and resources," said Feld.  
"Combining the Feld Group's IT management and process implementation expertise 
with EDS' expansive global infrastructure will advance our client service 
capabilities across a broad spectrum."   
    Under terms of the transaction, $37 million in cash was paid to Mobius 
Venture Capital, which held a 40 percent stake in the Feld Group.  In 
addition, Mobius received warrants to purchase 898,921 shares of EDS common 
stock at a strike price of $23.95 per share, valued at approximately  
$7 million.  The Feld Group employees received about $4 million in cash.  
However, the bulk of the payment to the employees was in the form of options 
to acquire EDS common stock, with an exercise price of $23.96, which will vest 
over three years and have a five-year term, and restricted stock awards in the 
form of shares of EDS common stock, which will vest over three years.  Vesting 
of the restricted stock and options is subject to continued employment with 
EDS.(1) 
 
    EDS strengthens management team 
    As previously announced, EDS has transformed its structure from multiple 
lines of business to a simplified, single-entity operating model.  The new 
model comprises three core operations working in parallel to create, market 
and deliver client solutions: Global Sales & Client Solutions, Service 
Delivery, and Portfolio Management.  In conjunction with today's announcement, 
EDS completes its appointments of executive leaders for each of these 
functions. 
    Charlie Feld becomes executive vice president, Portfolio Management.  In 
this role, he will lead development of EDS' portfolio of service offerings and 
solutions.  Steve Schuckenbrock of the Feld Group becomes EDS executive vice 
president of Global Sales & Client Solutions.  They join former ChevronTexaco 
CIO Dave Clementz who was recently appointed executive vice president, Service 
Delivery.   
    Schuckenbrock, 43, chief operating officer of the Feld Group's consulting 
business, has directed a team of CIOs and other IT leaders working with 
Fortune 500 companies.  He has also led engagements with major Feld clients, 
including Coca-Cola and PricewaterhouseCoopers, where he served as acting CIO.   
    Before joining the Feld Group, Schuckenbrock led several technology 
organizations within PepsiCo's family of companies, including serving as CIO 
of PepsiCo and of Frito-Lay.  While at PepsiCo, Schuckenbrock created PepsiCo 
Business Solutions Group and engineered the successful integration of all IT 
operations for the company's various businesses into one centralized unit. At 
Frito-Lay, he automated the entire supply chain process, from supplier to 
shelf, creating the industry's most progressive customer delivery system.   
Schuckenbrock began his career at IBM, where he spent 11 years in a variety of 
sales and management positions. 
    "Today marks a critical step in EDS' ongoing transformation," said Jordan.  
"We've added world-class talent to an already strong organization.   We now 
have an executive management team that includes three former chief information 
officers.  With our new leadership team in place, we enter 2004 focused on 
leveraging our core outsourcing services business, serving our clients even 
more effectively and improving our cost structure and global capacity."  
 
    About EDS 
    EDS, the world's most experienced outsourcing services company, delivers 
superior returns to clients through its cost-effective, high-value services 
model.  EDS' core portfolio comprises information-technology and business 
process outsourcing services, as well as information-technology transformation 
services.  EDS' two complementary, subsidiary businesses are A.T. Kearney, one 
of the world's leading high-value management consultancies, and UGS PLM 
Solutions, a leader in product data management, collaboration and product 
design software.  With 2002 revenue of $21.5 billion, EDS is ranked 80th on 
the Fortune 500.  The company's stock is traded on the New York and London 
stock exchanges.  Learn more at www.eds.com . 
 
    (1)  The options and restricted stock awarded to the former Feld Group 
employees include options to purchase a total of 1,815,146 shares of EDS 
common stock and 990,447 shares of restricted stock awarded under EDS' 
Transition Inducement Plan, including 136,875 restricted shares issued to 
Charlie Feld and 85,406 restricted shares issued to Steve Schuckenbrock.  That 
plan is used solely for equity awards that meet the "employee inducement" and 
"acquired plan" provisions of New York Stock Exchange listing rules on equity-
based incentive plans.  The remaining 472,217 options issued as part of the 
transaction were issued under the 2003 Incentive Plan of EDS.  
 
     CONTACT: 
     Sean Healy 
     972-605-1290 
     [e-mail]  
 
SOURCE  Electronic Data Systems Corporation 
    -0-                             01/12/2004 
    /CONTACT:  Sean Healy of Electronic Data Systems Corporation,  
[phone], or [e-mail] / 
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    (EDS) 
 




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