Re Contract

RNS Number:8470N
Electronic Data Systems Corporation
28 November 2001


              XEROX AWARDS EDS $1.5 BILLION IT CONTRACT EXTENSION;
         EDS NAMES XEROX PREFERRED PROVIDER FOR DOCUMENT TECHNOLOGIES

       Xerox Wins $50 Million Contract To Provide Network Printers For 
                EDS' U.S. Navy Marine Corps Intranet Contract

                    Companies To Develop Alliance Program 
               Integrating Document Technology with IT Services

PLANO, Texas and STAMFORD, Conn., Nov. 28, 2001 - EDS (NYSE: EDS) and Xerox 
Corporation (NYSE: XRX) today announced four major initiatives to broaden their 
business relationship, including an IT outsourcing contract extension for EDS 
and a preferred printer provider designation for Xerox. EDS today also announced
it will dismiss its litigation against Xerox.

The contract extension is valued at $1.5 billion for five years, including an 
initial service period of two years and a three-year option. Under the terms of 
the contract, EDS will continue to operate the Xerox worldwide computer and 
telecommunications network and expand the scope of services it provides to 
Xerox.

In addition, EDS has selected Xerox as its preferred global provider of document
solutions and awarded it a five-year contract valued at $50 million as part of 
the landmark EDS U.S. Navy Marine Corps Intranet (NMCI) contract.

Xerox and EDS have also signed a memorandum of understanding to develop a formal
alliance program designed to create and market integrated offerings combining 
Xerox's next-generation digital products and services with EDS' corporate IT 
infrastructure services. The alliance will target Fortune 500 customers and is 
expected to offer profitable growth opportunities for both companies.

"In today's digital networked office, customers require the effective 
integration of technologies to simplify their workflow, reduce costs and improve
business productivity," said Anne M. Mulcahy, Xerox president and chief 
executive officer. "Through our expanding relationship with EDS, Xerox is even 
better positioned to satisfy those requirements by combining our innovative 
digital printing technology with EDS' leading IT services."

"The transformation of the document industry to the digital world brings the 
productivity enhancements necessary to improve the global economy. EDS and Xerox
will combine their expertise to create joint offerings that will more closely 
integrate our hardware, software and services," added Dick Brown, EDS chairman 
and chief executive officer. "Both companies share a strong focus on 
digitization. We will continue to support Xerox's operations, and join them in 
developing relevant solutions for our clients and customers."

The outsourcing agreement extends EDS' current contract up to 2009. The existing
10-year contract began in 1994. Scope of services includes support of global 
mainframe system processing, application maintenance, desktop and helpdesk 
support, voice and data network management and server management.

As EDS' preferred printer provider, Xerox now serves as the primary source of 
document-related technologies - including network printers, copiers and 
multifunction devices  - to meet EDS' internal needs as well as those of 
customers who use EDS For IT and document management services. Through EDS' $6.9
billion NMCI contract, Xerox will deliver and install its Phaser color and 
black-and-white network printers and Xerox Document Centre digital multifunction
systems to about 300 military sites around the world supporting more than 
360,000 sailors, Marines and civilian personnel.

About EDS

EDS, the leading global services company, provides strategy, implementation and 
hosting for clients managing the business and technology complexities of the 
digital economy. EDS brings together the world's best technologies to address 
critical client business imperatives. It helps clients eliminate boundaries, 
collaborate in new ways, establish their customers' trust and continuously seek 
improvement. EDS, with its management consulting subsidiary, A.T. Kearney, 
serves the world's leading companies and governments in 58 countries. EDS 
reported revenues of $19.2 billion in 2000. The company's stock is traded on the
New York Stock Exchange (NYSE: EDS) and the London Stock Exchange. 
Learn more at www.eds.com.


About Xerox

Xerox Corporation is an $18.7 billion global enterprise with 83,300 employees. 
Xerox makes the digital world work better with an array of innovative document 
solutions, services and systems - including color and black-and-white printers, 
digital multifunction devices and digital copiers - designed for offices and 
production-printing environments. For more information, visit www.xerox.com.


MEDIA CONTACTS:

Christa Carone, Xerox Corporation, 585.423.5074, [e-mail] 
Bill McKee, Xerox Corporation, 585-423-4476, [e-mail] 
Peter Rowe, EDS Public Relations, [e-mail] 
Myrna Vance, EDS Investor Relations, 972.605.6660, [e-mail]

XEROX(R), The Document Company(R) and the digital X(R) are trademarks of XEROX 
CORPORATION.

This release contains forward-looking statements and information that are based 
on our beliefs as well as assumptions made by and information currently 
available to us. The words "anticipate," "believe," "estimate," "expect," 
"intend," "will" and similar expressions, as they relate to us, are intended to 
identify forward-looking statements. Actual results could differ materially from
those projected in such forward-looking statements. Information concerning 
certain factors that could cause actual results to differ materially is included
in each of the companies' Form 10-Qs filed recently with the SEC,

The statements in this news release that are not historical statements, 
including statements regarding the amount of new contract values, are forward-
looking statements within the meaning of the federal securities laws. These 
statements are subject to numerous risks and uncertainties, many of which are 
beyond EDS' control, that could cause actual results to differ materially from 
such statements. For information concerning these risks and uncertainties, see 
EDS' most recent Form 10-Q, EDS disclaims any intention or obligation to update 
or revise any forward-looking statements, whether as a result of new 
information, future events or otherwise.