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                                                                    EXHIBIT 10.2

                                PEOPLESOFT, INC.
                        1992 EMPLOYEE STOCK PURCHASE PLAN

                          (As amended on May 26, 1998)


     The following constitute the provisions of the 1992 Employee Stock Purchase
Plan of PeopleSoft, Inc.

     1.   Purpose. The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company. It is the intention of the Company to have the Plan
qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal
Revenue Code of 1986, as amended. The provisions of the Plan shall, accordingly,
be construed so as to extend and limit participation in a manner consistent with
the requirements of that section of the Code.

     2.   Definitions.

          (a)  "Board" shall mean the Board of Directors of the Company.

          (b)  "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (c)  "Common Stock" shall mean the Common Stock, $0.01 par value, of
the Company.

          (d)  "Company" shall mean PeopleSoft, a Delaware corporation.

          (e)  "Compensation" shall mean all regular straight time gross
earnings and sales commissions, including payments for overtime, shift premiums,
bonuses, and other cash compensation, but excluding all tax gross-up or expense
reimbursement amounts paid to participants.

          (f)  "Continuous Status as an Employee" shall mean the absence of any
interruption or termination of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the case of a leave of absence
agreed to in writing by the Company, provided that such leave is for a period of
not more than 90 days or reemployment upon the expiration of such leave is
guaranteed by contract or statute.

          (g)  "Contributions" shall mean all amounts credited to the account of
a participant pursuant to the Plan.

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          (h)  "Designated Subsidiaries" shall mean the subsidiaries which have
been designated by the Board, from time to time, in its sole discretion as
eligible to participate in the Plan. Effective as of January 1, 1998, the term
Designated Subsidiaries shall include PeopleSoft USA,Inc., a California
orporation.

          (i)  Effective as of January 1, 1997, "Employee" shall mean any
person, including an officer, who is customarily employed for at least twenty
(20) hours per week and more than five (5) months in a calendar year by the
Company or one of its Designated Subsidiaries. Pursuant to Treasury Regulations
Section 1.421-7(h), the determination of whether a person is an Employee shall
be made in accordance with the rules and principles contained in Code Section
3401 and the regulations thereunder regarding persons on the domestic or foreign
payroll of the Company and its Designated Subsidiaries. The term "Employee" does
not include any Contingent Worker. Consistent with the terms of the Plan and
relevant laws, the Plan Administrator shall have discretionary authority to
determine which service-providers shall be treated as Employees under the Plan
and to decide all other questions regarding the application, operation and
administration of the Plan.


          (j)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

          (k)  "Exercise Date" shall mean the last day of each Offering Period
of the Plan.

          (l)  "Offering Date" shall mean the first business day of each
Offering Period of the Plan, except that in the case of an individual who
becomes an eligible Employee after the first business day of an Offering Period
but prior to the first business day of the last calendar quarter of such
Offering Period, the term "Offering Date" shall mean the first business day of
the calendar quarter coinciding with or next succeeding the day on which that
individual becomes an eligible Employee.

          Options granted after the first business day of an Offering Period 
will be subject to the same terms as the options granted on the first business
day of such Offering Period except that they will have a different grant date
(thus, potentially, a different exercise price) and, because they expire at the
same time as the options granted on the first business day of such Offering
Period, a shorter term.

          (m)  "Offering Period" shall mean a period of six (6) months.

          (n)  "Plan" shall mean this Employee Stock Purchase Plan.

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          (o)  "Plan Administrator" means the Board or committee named by the
Board under Section 13 below.

          (p)  "Subsidiary" shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary.

          (q)  The term "Contingent Worker" describes any person during the
period in which the person (i) renders services to, for or on behalf of the
Company or a Designated Subsidiary under one or more of the following categories
or classifications and (ii) is not an employee pursuant to Code Section 3121(d)
or Revenue Ruling 87-41:

               a.   Independent Contractor. An "independent contractor" is an
individual (a) whose services are engaged by the Company or Designated
Subsidiary under a written or oral contract, between the individual and the
Company or Designated Subsidiary, to perform specialized tasks, for or on behalf
of the Company or Designated Subsidiary, which require substantial skill and
independent judgement and (b) whose compensation is not subject to the
withholding of employment or income taxes by the Company or Designated
Subsidiary under Sections 3121 or 3401 of the Code (other than back-up
withholding under Code Section 3406) but is subject to reporting by the Company
or Designated Subsidiary, under Code Section 6041, on IRS Form 1099-MISC or
other form for the reporting of nonemployee compensation.

               b.   Leased Worker. A "leased worker" is an individual hired by
an employee leasing company and made available to the Company or Designated
Subsidiary by the leasing company, under a written or oral contract between the
Company or Designated Subsidiary and the leasing company, in an arrangement in
which the compensation paid to the individual is subject to the 

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withholding of employment or income taxes by the leasing company under Sections
3121 or 3401 of the Code. The term "leased worker" includes but is not limited
to a leased employee within the meaning of Section 414(n) of the Code.

               c.   Technical Contractor. A technical contractor" is an
individual who is a skilled technical worker, such as an engineer or computer
specialist and who is hired by a technical services firm and made available to
the Company or Designated Subsidiary by the technical services firm, in an
arrangement in which the compensation paid to the individual is subject to the
withholding of employment or income taxes by the technical services firm under
Sections 3121 or 3401 of the Code or is subject to reporting by the technical
services firm, under Code Section 6041, on IRS Form 1099-MISC or other form for
the reporting of nonemployee compensation. The term "technical contractor"
includes but is not limited to independent contractors and leased workers. The
term "technical services firm" includes but is not limited to a leasing company,
as described above, or another firm distinct from the Company or Designated
Subsidiary under a master vendor program or outsourcing arrangement, as
described below.

               d.   Master Vendor Worker. A "master vendor worker" is an
individual who renders services to the Company or Designated Subsidiary under a
master vendor program. A master vendor program is an arrangement in which a
personnel agency or other human resources firm supplies the Company or
Designated Subsidiary with some or all of the individuals who, at any time or
from time to time, constitute the temporary work force of the Company or
Designated Subsidiary, either directly or through other temporary help services,
with or without consolidated billing or invoicing. The compensation paid to the


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master vendor worker is subject to the withholding of employment or income taxes
by the personnel agency or human resources firm under Sections 3121 or 3401 of
the Code or is subject to reporting by the personnel agency or human resources
firm, under Code Section 6041, on IRS Form 1099-MISC or other form for the
reporting of nonemployee compensation. The term "master vendor worker" includes
but is not limited to independent contractors, leased workers and technical
contractors.

               e.   Outsourcing Organization Worker. An "outsourcing
organization worker" is an individual who renders services to the Company or
Designated Subsidiary under an outsourcing or managed services arrangement. An
outsourcing or managed services arrangement exists when a firm, distinct from
the Company or Designated Subsidiary and with specialized expertise, contracts
with the Company or Designated Subsidiary not only to provide personnel but also
to assume responsibility for functions not at the core of the business of the
Company or Designated Subsidiary. Non-core functions include but are not limited
to mail room, reception, food service, landscaping, and building security or
maintenance. The compensation paid to an outsourcing organization worker is
subject to the withholding of employment or income taxes by the outsourcing
organization or managed services firm under Sections 3121 or 3401 of the Code or
is subject to reporting by the outsourcing organization or managed services
firm,under Code Section 6041, on IRS Form 1099-MISC or other form for the
reporting of nonemployee compensation. The term "outsourcing organization
worker" includes but is not limited to independent contractors, leased workers,
technical contractors and master vendor workers.

               f.   Consistent with the terms of the Plan and relevant laws, the
Plan Administrator shall have discretionary authority to 


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determine which persons who provide services to, for or on behalf of the Company
or Designated Subsidiary are Contingent Workers excluded from the category of
Employee under the Plan.


     3.   Eligibility.

          (a)  Any person who has been continuously employed as an Employee for
one (1) month as of the Offering Date of a given Offering Period shall be
eligible to participate in such Offering Period under the Plan, provided that
such person was not eligible to participate in such Offering Period as of any
prior Offering Date, and further, subject to the requirements of Section 5(a)
and the limitations imposed by Section 423(b) of the Code. With respect to the
initial Offering Period only, any person who was employed as an Employee as of
November 1, 1992 shall be eligible to participate in such initial Offering
Period under the Plan.

          (b)  Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) if, immediately after the
grant, such Employee (or any other person whose stock would be attributed to
such Employee pursuant to Section 424(d) of the Code) would own stock and/or
hold outstanding options to purchase stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of the
Company or of any subsidiary of the Company, or (ii) if such option would permit
his or her rights to purchase stock under all employee stock purchase plans
(described in Section 423 of the Code) of the Company and its Subsidiaries to
accrue at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) of fair
market value of such stock (determined at the time such option is granted) for
each calendar year in which such option is outstanding at any time.

     4.   Offering Periods. The Plan shall be implemented by a series of
Offering Periods, with new Offering Periods commencing on or about January 1 and
July 1 of each year (or at such other time or times as may be determined by the
Board of Directors). The first Offering Period shall commence on January 1, 1993
or on such other date the Board shall determine. The Plan shall continue until
terminated in accordance with Section 19 hereof. The Board of Directors of the
Company shall have the power to change the duration and/or the frequency of
Offering Periods with respect to future offerings without stockholder approval
if such change is announced at least fifteen (15) days prior to the scheduled
beginning of the first Offering Period to be affected.

     5.   Participation.

          (a)  An eligible Employee may become a participant in the Plan by
completing a subscription agreement on the form provided by 


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the Company and filing it with the Company's Office of Human Resources prior to
the applicable Offering Date, unless a later time for filing the subscription
agreement is set by the Board for all eligible Employees with respect to a given
offering. The subscription agreement shall set forth the percentage of the
participant's Compensation (which shall be not less than 1% and not more than
10%) to be paid as Contributions pursuant to the Plan.

          (b)  Payroll deductions shall commence on the first payroll following
the Offering Date and shall end on the last payroll paid on or prior to the
Exercise Date of the offering to which the subscription agreement is applicable,
unless sooner terminated by the participant as provided in Section 10.

     6.   Method of Payment of Contributions.

          (a)  The participant shall elect to have payroll deductions made on
each payday during the Offering Period in an amount not less than one percent
(1%) and not more than ten percent (10%) of such participant's Compensation on
each such payday; provided that the aggregate of such payroll deductions during
the Offering Period shall not exceed ten percent (10%) of the participant's
aggregate Compensation during said Offering Period. All payroll deductions made
by a participant shall be credited to his or her account under the Plan. A
participant may not make any additional payments into such account.

          (b)  A participant may discontinue his or her participation in the
Plan as provided in Section 10, or, on one occasion only during the Offering
Period, may increase or decrease the rate of his or her Contributions during the
Offering Period by completing and filing with the Company a new subscription
agreement. The change in rate shall be effective as of the beginning of the
calendar quarter following the date of filing of the new subscription agreement.

          (c)  Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b) herein, a participant's
payroll deductions may be decreased to 0% at such time during any Offering
Period which is scheduled to end during the current calendar year that the
aggregate of all payroll deductions accumulated with respect to such Offering
Period and any other Offering Period ending within the same calendar year equal
$21,250. Payroll deductions shall re-commence at the rate provided in such
participant's Subscription Agreement at the beginning of the first Offering
Period which is scheduled to end in the following calendar year, unless
terminated by the participant as provided in Section 10.

     7.   Grant of Option.

          (a)  On the Offering Date of each Offering Period, each eligible
Employee participating in such Offering Period shall be 


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granted an option to purchase on the Exercise Date a number of shares of the
Company's Common Stock determined by dividing such Employee's Contributions
accumulated prior to such Exercise Date and retained in the participant's
account as of the Exercise Date by the lower of (i) eighty-five percent (85%) of
the fair market value of a share of the Company's Common Stock on the Offering
Date, or (ii) eighty-five percent (85%) of the fair market value of a share of
the Company's Common Stock on the Exercise Date; provided however, that the
maximum number of shares an Employee may purchase during each Offering Period
shall be determined at the Offering Date by dividing $12,500 by the fair market
value of a share of the Company's Common Stock on the Offering Date, and
provided further that such purchase shall be subject to the limitations set
forth in Sections 3(b) and 12. The fair market value of a share of the Company's
Common Stock shall be determined as provided in Section 7(b).

          (b)  The option price per share of the shares offered in a given
Offering Period shall be the lower of: (i) 85% of the fair market value of a
share of the Common Stock of the Company on the Offering Date; or (ii) 85% of
the fair market value of a share of the Common Stock of the Company on the
Exercise Date. The fair market value of the Company's Common Stock on a given
date shall be determined by the Board in its discretion based on the closing
price of the Common Stock for such date (or, in the event that the Common Stock
is not traded on such date, on the immediately preceding trading date), as
reported by the National Association of Securities Dealers Automated Quotation
(NASDAQ) National Market System or, if such price is not reported, the mean of
the bid and asked prices per share of the Common Stock as reported by NASDAQ or,
in the event the Common Stock is listed on a stock exchange, the fair market
value per share shall be the closing price on such exchange on such date (or, in
the event that the Common Stock is not traded on such date, on the immediately
preceding trading date), as reported in The Wall Street Journal. For the initial
Offering Period only, the fair market value per share on the Offering Date shall
be the initial offering price of the Company's shares of Common Stock to the
public as indicated in the Company's final prospectus in connection with such
offering and as such price is negotiated between the Company and the managing
underwriters.

     8.   Exercise of Option. Unless a participant withdraws from the Plan as
provided in paragraph 10, his or her option for the purchase of shares will be
exercised automatically on the Exercise Date of the Offering Period, and the
maximum number of full shares subject to option will be purchased at the
applicable option price with the accumulated Contributions in his or her
account. No fractional shares shall be purchased; any payroll deductions
accumulated in a participant's account which are not sufficient to purchase a
full share shall be retained in such participant's account for the subsequent
offering period, subject to earlier withdrawal by such participant subject to
Section 10 hereof. Any other monies left over in such participant's account
after the 


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Exercise Date shall be returned to such participant. The shares purchased upon
exercise of an option hereunder shall be deemed to be transferred to the
participant on the Exercise Date. During his or her lifetime, a participant's
option to purchase shares hereunder is exercisable only by him or her.

     9.   Delivery. As promptly as practicable after the Exercise Date of each
Offering Period, the Company shall arrange the delivery to each participant, as
appropriate, of a certificate representing the shares purchased upon exercise of
his or her option.

     10.  Withdrawal; Termination of Employment.

          (a)  A participant may withdraw all but not less than all the
Contributions credited to his or her account under the Plan at any time prior to
the Exercise Date of the Offering Period by giving written notice to the
Company. All of the participant's Contributions credited to his or her account
will be paid to him or her promptly after receipt of his or her notice of
withdrawal and his or her option for the current period will be automatically
terminated, and no further Contributions for the purchase of shares will be made
during the Offering Period.

          (b)  Upon termination of the participant's Continuous Status as an
Employee prior to the Exercise Date of the Offering Period for any reason,
including retirement or death, the Contributions credited to his or her account
will be returned to him or her or, in the case of his or her death, to the
person or persons entitled thereto under Section 14, and his or her option will
be automatically terminated.

          (c)  In the event an Employee fails to remain in Continuous Status as
an Employee of the Company for at least twenty (20) hours per week during the
Offering Period in which the employee is a participant, he or she will be deemed
to have elected to withdraw from the Plan and the Contributions credited to his
or her account will be returned to him or her and his or her option terminated.

          (d)  A participant's withdrawal from an offering will not have any
effect upon his or her eligibility to participate in a succeeding offering or in
any similar plan which may hereafter be adopted by the Company.

     11.  Interest. No interest shall accrue on the Contributions of a
participant in the Plan.

     12.  Stock.

          (a)  Subject to Section 18, the maximum aggregate number of Shares
which may be optioned and sold under the Plan is 6,700,000 


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Shares, plus an annual increase to be added on the first day of each of the
Company's fiscal years beginning in 1999 equal to the lesser of (i) 5,000,0000
shares or (ii)(x) 1.5% of the outstanding shares on the last day of the
immediately preceding fiscal year less (y) the number of shares available for
future issuance under the Purchase Plan on the last day of the immediately
preceding fiscal year. The Shares may be authorized, but unissued, or reacquired
Common Stock. If the total number of shares which would otherwise be subject to
options granted pursuant to Section 7(a) on the Offering Date of an Offering
Period exceeds the number of shares then available under the Plan (after
deduction of all shares for which options have been exercised or are then
outstanding), the Company shall make a pro rata allocation of the shares
remaining available for option grant in as uniform a manner as shall be
practicable and as it shall determine to be equitable. In such event, the
Company shall give written notice of such reduction of the number of shares
subject to the option to each Employee affected thereby and shall similarly
reduce the rate of Contributions, if necessary.

          (b)  The participant will have no interest or voting right in shares
covered by his or her option until such option has been exercised.

          (c)  Shares to be delivered to a participant under the Plan will be
registered in the name of the participant or in the name of the participant and
his or her spouse.

     13.  Administration. The Board, or a committee named by the Board, shall
supervise and administer the Plan and shall have full power to adopt, amend and
rescind any rules deemed desirable and appropriate for the administration of the
Plan and not inconsistent with the Plan, to construe and interpret the Plan, and
to make all other determinations necessary or advisable for the administration
of the Plan. The composition of the committee shall be in accordance with the
requirements to obtain or retain any available exemption from the operation of
Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder.

     14.  Designation of Beneficiary.

          (a)  A participant may file a written designation of a beneficiary who
is to receive any shares and cash, if any, from the participant's account under
the Plan in the event of such participant's death subsequent to the end of the
Offering Period but prior to delivery to him or her of such shares and cash. In
addition, a participant may file a written designation of a beneficiary who is
to receive any cash from the participant's account under the Plan in the event
of such participant's death prior to the Exercise Date of the Offering Period.
If a participant is married and the designated beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective.


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          (b)  Such designation of beneficiary may be changed by the participant
(and his or her spouse, if any) at any time by written notice. In the event of
the death of a participant and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such participant's death,
the Company shall deliver such shares and/or cash to the executor or
administrator of the estate of the participant, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the Company,
in its discretion, may deliver such shares and/or cash to the spouse or to any
one or more dependents or relatives of the participant, or if no spouse,
dependent or relative is known to the Company, then to such other person as the
Company may designate.

     15.  Transferability. Neither Contributions credited to a participant's
account nor any rights with regard to the exercise of an option or to receive
shares under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will, the laws of descent and
distribution, or as provided in Section 14) by the participant. Any such attempt
at assignment, transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds in
accordance with Section 10.

     16.  Use of Funds. All Contributions received or held by the Company under
the Plan may be used by the Company for any corporate purpose, and the Company
shall not be obligated to segregate such Contributions.

     17.  Reports. Individual accounts will be maintained for each participant
in the Plan. Statements of account will be given to participating Employees
promptly following the Exercise Date, which statements will set forth the
amounts of Contributions, the per share purchase price, the number of shares
purchased and the remaining cash balance, if any.

     18.  Adjustments Upon Changes in Capitalization. Subject to any required
action by the stockholders of the Company, the number of shares of Common Stock
covered by each option under the Plan which has not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but have not yet been placed under option (collectively, the
"Reserves"), as well as the price per share of Common Stock covered by each
option under the Plan which has not yet been exercised, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that 


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respect shall be final, binding and conclusive. Except as expressly provided
herein, no issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to an option.

     In the event of the proposed dissolution or liquidation of the Company, the
Offering Period will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board. In the event of a
proposed sale of all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation, each option under the
Plan shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless the Board determines, in the exercise of its sole discretion and in lieu
of such assumption or substitution, to shorten the Offering Period then in
progress by setting a new Exercise Date (the "New Exercise Date"). If the Board
shortens the Offering Period then in progress in lieu of assumption or
substitution in the event of a merger or sale of assets, the Board shall notify
each participant in writing, at least ten (10) days prior to the New Exercise
Date, that the Exercise Date for his or her option has been changed to the New
Exercise Date and that his or her option will be exercised automatically on the
New Exercise Date, unless prior to such date he or she has withdrawn from the
Offering Period as provided in Section 10. For purposes of this paragraph, an
option granted under the Plan shall be deemed to be assumed if, following the
sale of assets or merger, the option confers the right to purchase, for each
share of option stock subject to the option immediately prior to the sale of
assets or merger, the consideration (whether stock, cash or other securities or
property) received in the sale of assets or merger by holders of Common Stock
for each share of Common Stock held on the effective date of the transaction
(and if such holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares of
Common Stock); provided, however, that if such consideration received in the
sale of assets or merger was not solely common stock of the successor
corporation or its parent (as defined in Section 424(e) of the Code), the Board
may, with the consent of the successor corporation and the participant, provide
for the consideration to be received upon exercise of the option to be solely
common stock of the successor corporation or its parent equal in fair market
value to the per share consideration received by holders of Common Stock and the
sale of assets or merger.

     The Board may, if it so determines in the exercise of its sole discretion,
also make provision for adjusting the Reserves, as well as the price per share
of Common Stock covered by each outstanding option, in the event that the
Company effects one or more reorganizations, recapitalizations, rights offerings
or other increases or reductions of shares of its outstanding Common Stock, and
in the 


<PAGE>   13

event of the Company being consolidated with or merged into any other
corporation.

     19.  Amendment or Termination.

          (a)  The Board of Directors of the Company may at any time terminate
or amend the Plan. Except as provided in Section 18, no such termination may
affect options previously granted, nor may an amendment make any change in any
option theretofore granted which adversely affects the rights of any
participant. In addition, to the extent necessary to comply with Rule 16b-3
under the Exchange Act, or under Section 423 of the Code (or any successor rule
or provision or any applicable law or regulation), the Company shall obtain
stockholder approval in such a manner and to such a degree as so required.

          (b)  Without stockholder consent and without regard to whether any
participant rights may be considered to have been adversely affected, the Board
(or its committee) shall be entitled to change the Offering Periods, limit the
frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or procedures
as the Board (or its committee) determines in its sole discretion advisable
which are consistent with the Plan.

     20.  Notices. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

     21.  Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

          As a condition to the exercise of an option, the Company may require
the person exercising such option to represent and warrant at the time of any
such exercise that the shares are being 

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purchased only for investment and without any present intention to sell or
distribute such shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned applicable provisions of
law.

     22.  Term of Plan; Effective Date. The Plan shall become effective upon the
earlier to occur of its adoption by the Board of Directors or its approval by
the stockholders of the Company. It shall continue in effect for a term of
twenty (20) years unless sooner terminated under Section 19.

     23.  Additional Restrictions of Rule 16b-3. The terms and conditions of
options granted hereunder to, and the purchase of shares by, persons subject to
Section 16 of the Exchange Act shall comply with the applicable provisions of
Rule 16b-3. This Plan shall be deemed to contain, and such options shall
contain, and the shares issued upon exercise thereof shall be subject to, such
additional conditions and restrictions as may be required by Rule 16b-3 to
qualify for the maximum exemption from Section 16 of the Exchange Act with
respect to Plan transactions.
<PAGE>   15

New Election ____
Change of Election ____

PEOPLESOFT, INC. EMPLOYEE STOCK PURCHASE PLAN SUBSCRIPTION AGREEMENT

1.  I, _________________, hereby elect to participate in the PeopleSoft, Inc.
    Employee Stock Purchase Plan (the "Plan") for the Offering Period
    _________________, 199_ to _________________, 199_ and for all subsequent
    Offering Periods under the Plan, and subscribe to purchase shares of the
    Company's Common Stock in accordance with this Subscription Agreement and
    the Plan.

2.  I elect to have Contributions in the amount of __% of my Compensation, as
    those terms are defined in the Plan, applied to this purchase. I understand
    that this amount must not be less than 1% and not more than 10% of my
    Compensation during the Offering Period. (Please note that no fractional
    percentages are permitted).

3.  I hereby authorize payroll deductions from each paycheck during the Offering
    Period at the rate stated in Item 2 of this Subscription Agreement. I
    understand that all payroll deductions made by me shall be credited to my
    account under the plan and that I may not make any additional payments into
    such account. I understand that all payments made by me shall be accumulated
    for the purchase of shares of Common stock at the applicable purchase price
    determined in accordance with the Plan. I further understand that, except as
    otherwise set forth in the Plan, shares will be purchased for me
    automatically on the Exercise Date of the Offering Period unless I otherwise
    withdraw from the Plan by giving written notice to the Company for such
    purpose.

4.  I understand that I may discontinue at any time prior to the Exercise Date
    my participation in the Plan as provided in Section 10 of the Plan. I also
    understand that on one occasion only during the Offering Period I may
    increase or decrease the rate of my Contributions during the Offering Period
    by completing and filing with the Company a new Subscription Agreement. The
    change in rate shall be effective as of the beginning of the calendar
    quarter following the date of filing of the new Subscription Agreement.

5.  I have received a copy of the Company's most recent description of the Plan
    and a copy of the complete "PeopleSoft, Inc. Employee Stock Purchase Plan."
    I understand that my participation in the Plan is in all respects subject to
    the terms of the Plan.

6.  Shares purchased for me under the Plan should be issued in the name(s) of
    (name of employee or employee and spouse only): ____________________________

7.  In the event of my death, I hereby designate the following as my
    beneficiary(ies) to receive all payments and shares due to me under the
    Plan: NAME: (Please print) ___________________________ (First)(Middle)(Last)
    (Relationship)_____________________________________________________________
    (Address)__________________________________________________________________

8.  I understand that if I dispose of any shares received by me pursuant to the
    Plan within 2 years after the Offering Date (the first day of the Offering
    Period during which I purchased such shares) or within 1 year after the date
    of the end of the Offering Period, I will be treated for federal income tax
    purposes as having received ordinary compensation income at the time of such
    disposition in an amount equal to the excess of the fair market value of the
    shares at the time such shares were transferred to me over the price which I
    paid for the shares, regardless of whether I disposed of the shares at a
    price less than their fair market value at transfer. The remainder of the
    gain of loss, if any, recognized on such disposition will be treated as
    capital gain or loss. I hereby agree to notify the Company in writing within
    30 days after the date of any such disposition, and I will make adequate
    provision for federal, state or other tax withholding obligations, if any,
    which arise upon the disposition of the Common Stock. The Company may, but
    will not be obligated to, withhold from my compensation the amount necessary
    to meet any applicable withholding obligation including any withholding
    necessary to make available to the Company any tax deductions or benefits
    attributable to the sale or early disposition of Common Stock by me.

9.  If I dispose of such shares at any time after expiration of the 2-year and 1
    year holding periods, I understand that I will be treated for federal income
    tax purposes as having received compensation income only to the extent of an
    amount equal to the lesser of (1) the excess of the fair market value of the
    shares at the time of such disposition over the purchase price which I paid
    for the shares under the option, or (2) 15% of the fair market value of the
    shares on the Offering Date. The remainder of the gain or loss, if any,
    recognized on such disposition will be treated as capital gain or loss. I
    understand that this tax summary is only a summary and is subject to change.

10. I hereby agree to be bound by the terms of the Plan. The effectiveness of
    this Subscription Agreement is dependent upon (i) my eligibility to
    participate in the Plan and (ii) the completion by the Company of its
    initial offering of shares of its Common stock to the public.

SIGNATURE:_____________
SOCIAL SECURITY #: ______________

<PAGE>   16
DATE:_____________________
SPOUSE'S SIGNATURE (necessary if beneficiary is not spouse):

____________________________(Signature).

____________________________(Print name)


PEOPLESOFT, INC. EMPLOYEE STOCK PURCHASE PLAN NOTICE OF WITHDRAWAL

I, ____________________, hereby elect to withdraw my participation in the
PeopleSoft, Inc. Employee Stock Purchase Plan (the "Stock Purchase Plan") for
the Offering Period __________________. This withdrawal covers all Contributions
credited to my account and is effective on the date designated below. I
understand that all Contributions credited to my account will be paid to me
within ten (10) business days of receipt by the Company of this Notice of
Withdrawal and that my option for the current period will automatically
terminate, and that no further Contributions for the purchase of shares can be
made by me during the Offering Period. I understand that my withdrawal from this
Offering will not affect my eligibility to participate in a succeeding offering
period or in any similar plan that may hereafter be adopted by the Company. I
understand and agree, however, that I will be eligible to participate in
succeeding offering periods only by delivering to the Company a new Subscription
Agreement. I understand that if I am an officer or director of the Company and
other person subject to Section 16 of the Securities and Exchange Act of 1934,
under rules promulgated by the U.S. Securities and Exchange Commission I may not
reenroll in a Stock Purchase Plan for a period of six (6) months after
withdrawal.

Dated:
      ------------------------------------------
Signature of Employee
                     ---------------------------
Social Security Number
                      --------------------------