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                                                                   EXHIBIT 10.32


                            PEROT SYSTEMS CORPORATION
                      1999 Employee Stock Purchase Plan/US
                            (Revised January 7, 2000)

                            Effective January 1, 2000



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                                TABLE OF CONTENTS

<TABLE>
<S>   <C>                                                                         <C>
1.    Purpose of the Plan

   1.1   General...................................................................1
   1.2   Tax Treatment.............................................................1

2.    Participation in the Plan

   2.1   Eligibility...............................................................1
   2.2   Enrollment to Buy Stock...................................................1
   2.3   Designation of Beneficiary................................................2
   2.4   Contributions; Payroll Deductions; Account; No Interest...................2
   2.5   Changes in Contributions..................................................2
   2.6   Withdrawal................................................................2
   2.7   Termination of Employment; Leave of Absence...............................3
   2.8   Transferability...........................................................4

3.    Purchase of Stock

   3.1   Offering Periods..........................................................4
   3.2   Grant of Option; Exercise Price...........................................4
   3.3   Automatic Exercise of Option..............................................4
   3.4   Payment for Stock.........................................................4
   3.5   Delivery of Shares; Voting................................................5
   3.6   Periodic Reports..........................................................5
   3.7   No Rights in Stock Prior to Exercise......................................6

4.    Operation of the Plan

   4.1   Effective Date and Term of Plan...........................................6
   4.2   Shares Authorized for Sale and Issuance Under the Plan....................6
   4.3   Conditions Upon Issuance of Shares........................................6
   4.4   Administration; Committee.................................................7
   4.5   Amendment or Termination..................................................8
   4.6   Approval of the Stockholders..............................................9
   4.7   No Liability for Good Faith Determinations................................9

5.    Miscellaneous Legal Provisions

   5.1   Definitions...............................................................9
   5.2   Adjustments Upon Changes in Capitalization...............................12
   5.3   Notices; Waiver of Notice................................................12
   5.4   Severability.............................................................13
   5.5   Successors and Assigns...................................................13
   5.6   Headings.................................................................13
   5.7   Governing Law............................................................13
   5.8   No Right to Employment...................................................13
</TABLE>


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                            PEROT SYSTEMS CORPORATION
                      1999 Employee Stock Purchase Plan/US
                            (Revised January 7, 2000)

1.       PURPOSE OF THE PLAN

1.1      General. Perot Systems has adopted this Plan to provide Eligible
         Associates with the opportunity and a convenient means to purchase
         Common Stock as an incentive (a) to exert their maximum efforts for the
         success of the Company, and (b) to remain employed with the Company.

1.2      Tax Treatment. Perot Systems intends that options to purchase stock
         granted under this Plan qualify as options granted under an "employee
         stock purchase plan" as defined in Section 423(b) of the Tax Code, and
         this Plan will be construed and applied so as to be consistent with
         Section 423 of the Code, including the requirement of Section 423(b)(5)
         of the Code that all Participants granted options to purchase Shares
         under the Plan have the same rights and privileges with respect to such
         options.

2.       PARTICIPATION IN THE PLAN

2.1      Eligibility. Each Eligible Associate who is employed by an Employer on
         an Enrollment Date may participate in the Plan during the relevant
         Offering Period, unless the Tax Code prohibits his or her participation
         in that Offering Period because:

         (a) Immediately after the grant of an option under this Plan on the
         Exercise Date, the Eligible Associate (together with certain
         individuals and entities associated with or related to the Eligible
         Associate as described in Section 424(d) of the Tax Code) would be
         deemed to own a number of shares of stock and certain exercisable
         options to purchase stock that together represent 5% or more of the
         total combined voting power or value of all classes of stock of Perot
         Systems or any Subsidiary (computed in accordance with Section
         423(b)(3) of the Tax Code); or

         (b) Immediately after the grant of an option under this Plan to an
         Eligible Associate on the Exercise Date, the Eligible Associate's
         rights to purchase Common Stock under all of the employee stock
         purchase plans described in Section 423 of the Tax Code of Perot
         Systems and each Subsidiary would accrue at a rate that exceeded
         $25,000 (computed based on the Fair Market Value on the Exercise Date
         in accordance with Section 423(b)(8) of the Tax Code) during the
         calendar year of that Offering Period.

2.2      Enrollment to Buy Stock. Each Eligible Associate who:

         (a) completes an Enrollment Agreement in the form, format, and as
         otherwise required by the Stock Administrator, and

         (b) delivers that Enrollment Agreement to the Stock Administrator at
         least 10 business days before the Enrollment Date for an Offering
         Period, or


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         (c) calls the Plan Custodian's automated phone system and completes the
         enrollment process, may purchase Common Stock on the Exercise Date for
         that Offering Period, subject to the other provisions of this Plan.

2.3      Designation of Beneficiary. Each Participant may from time to time
         designate a beneficiary by filing a written beneficiary designation
         form with the Stock Administrator. Such beneficiary shall receive any
         refunds of amounts not used to purchase Shares and any Shares issued to
         the Participant. If no beneficiary was designated, any cash refunds and
         transfers of Shares shall be made to the appropriate representative of
         Participant's estate.

2.4      Contributions; Payroll Deductions; Account; No Interest.

         (a) The Company will withhold from each Participant's paycheck the
         percentage (not to exceed 10%) of Eligible Compensation specified in
         his or her then-current Enrollment Agreement commencing on the first
         pay date after the next Enrollment Date of an Offering Period and
         continuing throughout that Offering Period and each future Offering
         Period until he or she ceases to be a Participant or, if earlier,
         changes his or her Enrollment Agreement.

         (b) Perot Systems will hold and use the amounts withheld from each
         Participant's paycheck until the earlier of the date those amounts are
         (i) used to purchase Common Stock, or (ii) refunded to the Participant.
         Perot Systems will not be required to segregate any of these funds from
         its general corporate fund, and will not pay interest on any of these
         funds.

         (c) If the funds in the Participant Account of a Participant are in a
         currency other than United States dollars on any Exercise Date, for
         purposes of determining the maximum number of whole and fractional
         shares that may be purchased under this Plan, such funds will be deemed
         to have been converted into United States dollars based upon the
         foreign exchange selling rates, as reported by the Dow Jones
         News/Retrieval Service of Dow Jones and Company, Inc., on such date, or
         if not so reported on such date, as reported on the next preceding date
         on which such rates are reported.

2.5      Changes in Contributions. During an Offering Period, a Participant may
         not change the percentage of Eligible Compensation to be withheld from
         his or her paycheck, except by withdrawing from the Plan. However, a
         new Enrollment Agreement may be submitted for any subsequent Offering
         Period.

2.6      Withdrawal.

         (a) A Participant may stop participating in the current Offering Period
         and each future Offering Period by delivering a Withdrawal Agreement to
         the Stock Administrator or calling the Plan Custodian's automated phone
         system and completing the withdrawal process at least 10 business days
         before the Exercise Date for then-current Offering Period. Delivery of
         a Withdrawal Agreement or completing the withdrawal process will:

             (i) permanently and irrevocably terminate the Withdrawing
             Associate's  participation in the then-current Offering Period, and



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             (ii) suspend the Withdrawing Associate's participation in any
             future Offering Periods until he or she delivers an Enrollment
             Agreement to the Stock Administrator.

         An election to stop participating in one Offering Period will not
         prevent an Eligible Associate from participating in any future Offering
         Period or in any other Plan adopted by Perot Systems, provided that the
         Eligible Associate will not participate in any future Offering Period
         until he or she submits a new Enrollment Agreement.

         (b) As soon as practical after receiving a Withdrawal Agreement, Perot
         Systems will:

                  (i) stop withholding the applicable percentage of Eligible
                  Compensation from the Withdrawing Associate's paychecks or
                  otherwise accepting contributions to the Withdrawing
                  Associate's Participant Account, and

                  (ii) refund to the Withdrawing Associate all amounts
                  previously withheld from his or her paychecks or otherwise
                  contributed to the Withdrawing Associate's Participant Account
                  during the then-current Offering Period.

2.7      Termination of Employment; Leave of Absence.

         (a) If a Participant's employment with the Company terminates,
         including by death, on or before an Exercise Date, he or she will be
         deemed to have elected to withdraw from the applicable Offering Period
         effective as of the date his or her employment terminated.

         (b) As soon as practical after a Participant's termination of
         employment, Perot Systems will:

                  (i) refund all amounts withheld from his or her paycheck or
                  otherwise contributed under this Plan that have not been used
                  to purchase Common Stock from Perot Systems or otherwise
                  refunded; and

                  (ii) distribute, or direct the Plan Custodian to distribute,
                  any Shares held by the Employer or the Plan Custodian on the
                  Participant's behalf to the Participant or his or her
                  designee.

         (c) If a Participant begins an approved leave of absence from his or
         her Employer on or before an Exercise Date, he or she will remain in
         the Plan for the applicable Offering Period and each subsequent
         Offering Period, but only so long as such Participant's approved leave
         of absence, measured from the first day of his or her leave of absence,
         has not exceeded the greater of: (i) 90 days, or (ii) the period during
         which such Participant's right to reemployment with the Company is
         guaranteed either by statute or contract (the "Leave Period"). If a
         Participant's approved leave of absence exceeds his or her Leave
         Period, such Participant will be deemed to have elected to stop
         participating in the Plan on the day immediately after the last day of
         the Leave Period, and such deemed election to stop participating shall
         be effective for each such Offering Period and each subsequent Offering
         Period until he or she returns to work and submits a new Enrollment
         Form.


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2.8      Transferability. Neither any monies credited to a Participant Account
         nor any rights with regard to the exercise of an option to purchase
         Common Stock under the Plan may be assigned, transferred, pledged, or
         otherwise disposed of in any way (other than by will or the laws of
         descent and distribution) by the Participant, and an option granted to
         a Participant under this Plan will be exercisable, during his or her
         lifetime, only by such Participant. Any such attempt at assignment,
         transfer, pledge, or other disposition will be without effect, except
         that Perot Systems will treat such act as an election to withdraw funds
         in accordance with Section 2.6.

3.       PURCHASE OF STOCK

3.1      Offering Periods. Except for the first Offering Period, each Offering
         Period will start on the first day of the second month of a calendar
         quarter and end on the last day of the first month of the next calendar
         quarter. The first Offering Period will start on January 1, 2000 and
         end on January 31, 2000.

3.2      Grant of Option; Exercise Price.

         (a) On each Enrollment Date, Perot Systems will offer each Participant
         the opportunity to have Eligible Compensation withheld from his or her
         paycheck to be used to purchase on the next Exercise Date a number of
         Shares. The number of shares the Participant will have an option to
         purchase (on that Exercise Date and using the funds accumulated since
         the prior Enrollment Date) will be a number of whole and fractional
         Shares equal to (i) his or her then-current Withholding Percentage,
         multiplied by his or her Eligible Compensation for the Offering Period,
         divided by the Exercise Price for the next Exercise Date, minus (ii)
         the number of whole and fractional Shares, if any, necessary to prevent
         (A) that Participant from exceeding the limits referred to in Section
         2.1(a), or (B) the Plan from issuing more shares than are authorized as
         provided in Section 4.2.

         (b) The Exercise Price for each Offering Period will be 85% of the Fair
         Market Value of one share of the Common Stock on the Exercise Date for
         that Offering Period.

3.3      Automatic Exercise of Option. On each Exercise Date, each Participant's
         option to purchase Shares will be exercised automatically to purchase:

         (a) the maximum number of whole and fractional Shares that may be
         bought with the funds withheld from his or her paycheck during the
         applicable Offering Period, minus

         (b) any number of Shares required to comply with any limitations
         described in Section 2.1 of this Plan concerning the maximum number of
         Shares that may be purchased by that Participant.

3.4      Payment for Stock. Immediately upon each exercise of each Participant's
         option to purchase shares, the amount held by Perot Systems for the
         benefit of that Participant will be reduced by the Exercise Price
         multiplied by the number of whole and fractional Shares of Common Stock
         purchased by that Participant in that exercise.


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3.5      Delivery of Shares; Voting.

         (a) Subject to the restrictions of Section 3.5(b), as soon as practical
         after each Exercise Date, a stock certificate will be issued to each
         Participant or to the Plan Custodian for the benefit of each
         Participant for the Shares purchased on that Exercise Date. Such
         certificate may be issued in nominee name.

         (b) All Shares purchased under this Plan will be held by Perot Systems
         or the Plan Custodian until the earlier of (i) a request for delivery
         of the shares by the Participant, or (ii) the termination of the
         Participant's employment by the Employer.

                  (i) As soon as practical after termination of a Participant's
                  employment by an Employer, certificates representing shares
                  purchased under the Plan will be issued in the name of that
                  Participant or, if timely requested by that Participant in a
                  form approved by the Plan Custodian, his or her designee.

                  (ii) All Shares purchased under this Plan shall be
                  nontransferable and nonassignable for six months after the
                  date such Shares are issued to the Participant. Any attempt to
                  sell, gift, pledge or otherwise transfer any Shares prior to
                  the expiration of six months from issuance shall be
                  ineffective and void.

         Perot Systems will pay all issue or initial transfer taxes of the
         Company with respect to the issuance or initial transfer of shares, as
         well as all fees and expenses necessarily incurred by the Company in
         connection with such issuance or initial transfer.

         (c) A Participant who purchases Shares under this Plan shall be
         transferred at such time substantially all of the rights of ownership
         of such Shares, in accordance with Treasury Regulations Section
         1.421-1(f) as in effect on the Effective Date. Such rights of ownership
         shall include the right to vote, the right to receive declared
         dividends, the right to share in the assets of Company in the event of
         liquidation, the right to inspect Company's books and the right to
         pledge or sell such Shares, subject to the restrictions on such rights
         in this Plan and the restrictions on such rights imposed by applicable
         law.

3.6      Periodic Reports. As soon as practical after each Exercise Date, a
         statement will be sent to each person who has been a Participant under
         this Plan, which statement will include (i) the total amount, in United
         States dollars or local currency, of all payroll deductions or other
         contributions made during the applicable Offering Period or otherwise
         held under this Plan for the benefit of that person by Perot Systems,
         and any applicable currency conversion rate, (ii) the number of Shares
         purchased by that person on each applicable Exercise Date, (iii) the
         per share and aggregate purchase price per Share for those Shares, (iv)
         the remaining cash balance, if any held by any Employer for the benefit
         of that person, and (v) such other information as the Stock
         Administrator or Plan Custodian deems appropriate.


1999 Employee Stock Purchase Plan/US      Page 5

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3.7      No Rights in Stock Prior to Exercise. Neither a Participant nor his or
         her beneficiaries will have any interest or voting right in Common
         Stock covered by an option granted this Plan until such option has been
         exercised and the Shares purchased.

4.       OPERATION OF THE PLAN

4.1      Effective Date and Term of Plan. This Plan will become effective upon
         January 1, 2000. This Plan will remain effective until July 16, 2008,
         unless sooner terminated under Section 4.5.

4.2      Shares Authorized for Sale and Issuance Under the Plan.

         (a) The maximum number of Shares that may be sold and issued under this
         Plan will be 20,000,000 Shares, although the stated maximum of
         20,000,000 Shares will be (i) reduced by the number of Shares issued
         pursuant to exercises of options granted under the Perot Systems 1999
         Employee Stock Purchase Plan and any parallel plans created thereunder
         and (ii) adjusted as provided in Section 5.2 below. If any option to
         purchase Shares granted under this Plan is not exercised for any
         reason, the Shares subject to that option will remain available to be
         sold and issued under this Plan.

         (b) If, for any reason, the number of Shares available for sale and
         issuance under this Plan under Section 4.2(a) is less than the number
         of Shares to be sold and issued under Section 3.3 on an Exercise Date,
         Perot Systems will allocate the Shares available for sale and issuance
         pro rata among the Participants in as uniform a manner as it determines
         to be equitable. In such event, the Stock Administrator or Plan
         Custodian will notify each Participant of the reduction in the number
         of Shares and the reason for such reduction.

         (c) Shares sold and issued under this Plan may, in the sole and
         absolute discretion of the Board, be either authorized and unissued
         Shares or treasury Shares that are bought or otherwise acquired in
         public or private transactions.

4.3      Conditions Upon Issuance of Shares.

         (a) Compliance With Laws. Perot Systems will not be required to grant
         an option or to sell or issue any Shares under this Plan to any
         Eligible Associate unless that option and the sale, issuance and
         delivery of Shares upon exercise of that option complies, in the
         opinion of Perot Systems' counsel, with all applicable laws and
         regulations, including, but not limited to, the Securities Act of 1933
         and the rules and regulations of the United States Securities Exchange
         Commission, and all rules and regulations of the New York Stock
         Exchange or other applicable stock exchange upon which the Common Stock
         is listed.

         (b) Investment Intent. As a condition to the exercise of an option,
         Perot Systems may require the person exercising such option to
         represent and warrant at the time of any such exercise that the Shares
         are being 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.


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4.4      Administration; Committee.

         (a) Board of Directors. This Plan will be administered by the Board.
         Unless otherwise provided in this Plan, the Board has the power:

                  (i) To determine when and how rights to purchase Shares will
                  be granted and the provisions of each offering of such rights
                  (which need not be identical).

                  (ii) To designate Participating Affiliates.

                  (iii) To construe and interpret the Plan and rights granted
                  under it, and to establish, amend and revoke rules and
                  regulations for its administration. The Board, in the exercise
                  of this power, may correct any defect, omission or
                  inconsistency in the Plan, in a manner and to the extent it
                  will deem necessary or expedient to make the Plan fully
                  effective.

                  (iv) To amend or terminate this Plan as provided in Section
                  4.5.

                  (v) To delegate administration of this Plan to a Committee of
                  two or more  members of the Board.

                  (vi) Generally, to exercise such powers and to perform such
                  acts as the Board deems necessary or expedient to promote the
                  best interests of Perot Systems.

         (b) Committee. If administration of this Plan is delegated to a
         Committee, it will have all the powers of the Board with respect to
         this Plan, subject to any limitations on such powers stated in the
         Board's resolutions delegating administration to the Committee. Whether
         or not the Board delegates administration of this Plan to a Committee,
         the Board retains the final power to determine all questions of policy,
         procedure, and expediency that arise in the administration of this
         Plan.

         (c) Participation by Members of the Board or Committee. Members of the
         Board who are Eligible Associates are permitted to participate in this
         Plan; provided that (A) no member of the Board who participates in this
         Plan may vote on any matter affecting the administration of, or the
         grant of any option pursuant to, this Plan, and (B) if a Committee is
         appointed to administrate this Plan, no member of the Committee will be
         eligible to participate in this Plan.

         (d) Stock Administrator. Perot Systems' day to day obligations under
         this Plan will be managed by the Stock Administrator, subject to the
         Board's final power to determine all questions of policy, procedure,
         and expediency that arise in the administration of this Plan. The Stock
         Administrator will have all of the following powers of the Board:

                  (i) To manage, or select and direct a Plan Custodian to
                  manage, the daily operations of this Plan in accordance with
                  its terms;

                  (ii) To adopt rules of procedure and regulations necessary for
                  the operation of this Plan, provided they are consistent with
                  the terms of this Plan;


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                  (iii) To determine all questions with regard to rights of
                  Eligible Associates and Participants under the Plan,
                  including, but not limited to, the eligibility of any person
                  to participate in the Plan;

                  (iv) To enforce the terms, rules and regulations of this Plan;

                  (v) To direct the distribution of the Shares purchased
                  hereunder;

                  (vi) To furnish the Company with information which it requires
                  for tax or other purposes;

                  (vii) To engage the service of counsel (who may, if
                  appropriate, be counsel for the Company) and a Plan Custodian
                  or other agents it deems advisable to assist it with the
                  performance of its duties;

                  (viii) To prescribe procedures to be followed by Participants
                  in electing to participate in this Plan;

                  (ix) To receive from each Company and Eligible Associate any
                  information necessary to administer or manage this Plan;

                  (x) To maintain, or cause Perot Systems, the Employer or the
                  Plan Custodian to maintain, an account in the name of each
                  Participant to reflect his or her participation in this Plan;
                  and

                  (xi) To interpret and construe the Plan.

4.5      Amendment or Termination.

         (a) The Board may amend or terminate this Plan without notice, provided
         that the Board will not, without the approval of the stockholders of
         Perot Systems, (i) increase the maximum number of Shares that may be
         sold or issued under this Plan (except pursuant to Section 5.2), or
         (ii) amend the requirements as to the class of Eligible Associates
         eligible to purchase Shares under this Plan or if a Committee is
         appointed to administer this Plan, permit the members of the Committee
         to participate in this Plan.

         (b) Except as specifically provided in this Plan, as required to comply
         with Code section 423, or as required to obtain a favorable ruling from
         the Internal Revenue Service, no amendment may, without the consent of
         that Participant, make any change in any option granted under this Plan
         that adversely affects the rights of any Participant.

         (c) This Plan will automatically terminate on the Exercise Date that
         Participants become entitled to purchase a number of Shares greater
         than the number available for purchase under Section 4.2. In the event
         of an automatic termination, reserved Shares remaining as of such
         Exercise Date will be sold to Participants on a pro rata basis, as
         described in Section 4.2(b).



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4.6      Approval of the Stockholders. Commencement of the Plan will be subject
         to approval by the stockholders of the Company within 12 months after
         the date the Plan is adopted. Notwithstanding any provision to the
         contrary, failure to obtain such stockholder approval will void the
         Plan, any options granted under the Plan, any Share purchases pursuant
         to the Plan, and all rights of all Participants.

4.7      No Liability for Good Faith Determinations. Neither the members of the
         Board, the Stock Administrator nor the Plan Custodian (nor their
         delegates) will be liable for any act, omission, or determination taken
         or made in good faith with respect to the Plan or any right to purchase
         Shares granted under it. Members of the Board and the Stock
         Administrator (and their delegates) will be entitled to indemnification
         and reimbursement by Perot Systems in respect of any claim, loss,
         damage, or expense (including attorneys' fees, the costs of settling
         any suit, provided such settlement is approved by independent legal
         counsel selected by Perot Systems, and amounts paid in satisfaction of
         a judgment, except a judgment based on a finding of bad faith) arising
         therefrom to the full extent permitted by law and under any directors
         and officers' liability or similar insurance coverage that may from
         time to time be in effect.

5.       MISCELLANEOUS LEGAL PROVISIONS

5.1      Definitions.

         (1) "Board" means the Board of Directors of Perot Systems or a duly
         appointed committee of the Board.

         (2) "Committee" means a committee of the Board appointed to administer
         this Plan.

         (3) "Common Stock" means the Class A Common Stock, $.01 par value per
         share, of Perot Systems.

         (4) "Company" means Perot Systems and each Subsidiary.

         (5) "Eligible Associate" means a natural person who, on the applicable
         Exercise Date, (i) has been employed by an Employer (as determined in
         accordance with Treasury Regulations Section 1.421-7(h)), (ii) is
         customarily employed for more than 20 hours per week, and (iii) is
         customarily employed for more than five months in the calendar year.

         (6) "Effective Date" means the date specified in Section 4.1.

         (7) "Eligible Compensation" means the regular rate of compensation paid
         to a Participant by any Employer during an Offering Period, including
         wages, salary, bonuses and commission, but shall not include relocation
         assistance payments, geographical hardship pay, noncash prizes and
         awards, automobile allowances, severance type payments and nonqualified
         deferred executive compensation.


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         Eligible Compensation includes the amount of a Participant's elective
         contributions that are made by the Employer on behalf of that
         Participant that are not includable in gross income under Tax Code
         Sections 125, 402(e)(3), 402(h), and 401(k).

         (8) "Employer" means Perot Systems or the Participating Affiliate by
         which an Eligible Associate is employed.

         (9) "Enrollment Agreement" means the agreement submitted to the Stock
         Administrator pursuant to Section 2.2; provided, however, that
         notwithstanding anything to the contrary in the Plan, the enrollment
         agreement or enrollment process which an Eligible Associate completed
         prior to the Effective Date under the Perot Systems Corporation 1999
         Employee Stock Purchase Plan shall be his or her Enrollment Agreement
         and shall be deemed to have satisfied all of the requirements of
         Section 2.2, including, without limitation, Sections 2.2(b) and (c),
         required for the Eligible Associate to become a Participant on the
         Effective Date, without further action by the Eligible Associate.

         (10) "Enrollment Date" means the first day of the applicable Offering
         Period.

         (11) "Exercise Date" means the last day of the applicable Offering
         Period.

         (12) "Exercise Price" means the price defined in Section 3.2(b).

         (13) "Fair Market Value" of one share of Common Stock on a particular
         date will be (i) if the Common Stock is listed or admitted to trading
         on the New York Stock Exchange, then (A) if sales of Common Stock
         occurred on that date, the closing selling price per share of Common
         Stock on the New York Stock Exchange Composite Tape for that date (1)
         as reported by the Dow Jones News/Retrieval Service of Dow Jones and
         Company, Inc., or (2) if not so reported, in a newspaper of national
         circulation or other authoritative source selected by the Board , or
         (B) if no sales of Common Stock occurred on that date, the closing
         selling price per share of Common Stock as of the next preceding date
         for which the price is reported on the New York Stock Exchange
         Composite Tape on that date, or (ii) in all other cases, determined in
         a reasonable way selected by the Board for that purpose.

         (14) "Offering Period" means each period commencing on the first day of
         the second month following the end of a calendar quarter and ending on
         the last day of the first month following the end of the calendar
         quarter, during which a Participant has an option to purchase Common
         Stock; provided, however, that the first Offering Period will begin on
         January 1, 2000 and end on January 31, 2000.

         (15) "Participant" means an Eligible Associate who has elected to
         participate in any Offering Period and continues to participate in that
         Offering Period through its Exercise Date.

         (16) "Participant Account" means any account or accounting entry
         maintained by Perot Systems, the Employer, the Stock Administrator or
         the Plan Custodian to record the amount that a Participant has
         contributed to the Plan during an Offering Period and the Common Stock
         purchased under this Plan.


1999 Employee Stock Purchase Plan/US      Page 10

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         (17) "Participating Affiliate" means each corporation, domestic or
         foreign, (i) of which Perot Systems, directly or indirectly, holds, on
         the applicable Exercise Date, not less than 50% of the total combined
         voting power of all classes of stock, whether or not such corporation
         now exists or is hereafter organized or acquired by Perot Systems or
         any Subsidiary, and (ii) which is approved by the Board to participate
         in this Plan; provided, however, that the Board will not approve any
         corporation for participation in this Plan if its participation would
         disqualify this Plan under any provision of the Tax Code, including,
         without limitation, Section 423 of the Tax Code.

         (18) "Perot Systems" means Perot Systems Corporation, a Delaware
         corporation, or any successor in interest that adopts this Plan.

         (19) "Plan" means this Perot Systems Corporation 1999 Employee Stock
         Purchase Plan/US (Revised January 7, 2000), as amended from time to
         time.

         (20) "Plan Custodian" means the third party administrator appointed by
         Perot Systems to manage this Plan in accordance with its terms.

         (21) "Share" means one share of Common Stock.

         (22) "Stock Administrator" means the Stock Administration or Human
         Resources Department of Perot Systems.

         (23) "Subsidiary" means a domestic or foreign corporation of which not
         less than 50% of the total combined voting power of all classes of
         stock is held either by (i) Perot Systems or (ii) any other corporation
         in an unbroken chain of corporations (beginning with Perot Systems, and
         in which not less than 50% of the total combined voting power of all
         classes of stock is held by each corporation in the chain), without
         regard to whether such corporation now exists or is hereafter organized
         or acquired.

         (24) "Tax Code" means the Internal Revenue Code of 1986, as amended.

         (25) "Withdrawal Agreement" means the agreement submitted to the Stock
         Administrator pursuant to Section 2.6.

         (26) "Withdrawing Associate" means a Participant who withdraws from
         this Plan as provided in Section 2.6(a).

         (27) "Withholding Percentage means the percentage of Eligible
         Compensation that a Participant elects, from time to time, to have
         withheld as his or her contribution during an Offering Period.

1999 Employee Stock Purchase Plan/US      Page 11

<PAGE>   14

5.2      Adjustments Upon Changes in Capitalization.

         (a) If any change is made in the Common Stock, or subject to any rights
         granted under the Plan (through merger, consolidation, reorganization,
         recapitalization, stock dividend, dividend in property other than cash,
         stock split, liquidating dividend, combination of shares, exchange of
         shares, change in corporate structure or other transaction not
         involving the receipt of consideration by the Company), the Plan and
         outstanding rights will be appropriately adjusted in the class(es) and
         maximum number of Shares subject to the Plan and the class(es) and
         number of Shares and price per Share of Common Stock subject to
         outstanding rights. Such adjustments will be made by the Board, the
         determination of which will be final, binding and conclusive. The
         conversion of any convertible securities of the Company will not be
         treated as a "transaction not involving the receipt of consideration by
         the Company."

         (b) If (i) a dissolution or liquidation of Perot Systems or a sale of
         all or substantially all of Perot Systems' assets; (ii) a merger or
         consolidation in which Perot Systems is not the surviving corporation;
         (iii) a reverse merger in which Perot Systems is the surviving
         corporation but the shares of Common Stock outstanding immediately
         preceding the merger are converted by virtue of the merger into other
         property, whether in the form of securities, cash or otherwise; or (iv)
         any other capital reorganization in which more than 50% of the shares
         of the Company entitled to vote are exchanged, is proposed to be
         consummated, then, the Exercise Date for the applicable Offering Period
         will be accelerated to the date such transaction is consummated, and
         the payroll deductions of the Participants made through the Exercise
         Date will be used to purchase Common Stock immediately prior to such
         transaction and all further rights of the Participants will terminate,
         unless otherwise provided by the Board in its sole discretion.

5.3      Notices; Waiver of Notice.

         (a) To a Participant. All notices or other communications relating to
         the Plan given to a Participant or former Participant by the Board,
         Perot Systems, or any Employer will be deemed delivered on the day the
         notice or other communication is (i) personally delivered to that
         person, (ii) electronically transmitted to a person who on the date of
         that transmission either is an Eligible Associate or has consented to
         receiving notices by electronic transmission to the last known
         electronic transmission address of that person, or (iii) placed in the
         official government mail of the country of the sender in an envelope
         addressed to the last known address of that person, whichever is
         earlier.

         (b) By a Participant. All notices or other communications relating to
         the Plan given to the Board, Perot Systems, or an Employer will be
         deemed delivered on the day the notice or other communication is (i)
         received in tangible written form by the Stock Administrator at Perot
         Systems' Corporate Headquarters address, or (ii) electronically
         transmitted by an Eligible Associate to the Stock Administrator by
         means of Perot Systems' internal corporate e-mail or intranet system,
         provided that such notice is in the form specified by Perot Systems and
         is acknowledged by the Stock Administrator.

         (c) Consent to Electronic Delivery of Notices, Plan Documents and
         Prospectuses. By requesting to participate in the Plan, an Eligible
         Associate will be deemed to consent to receiving copies of all notices
         and other communications relating to the Plan by electronic
         transmission, including but not limited to the Prospectus relating to
         the Plan, all enrollment and other



1999 Employee Stock Purchase Plan/US      Page 12

<PAGE>   15


         participation materials, and all other documents required to be
         delivered in connection with the Plan. Upon request, Perot Systems will
         provide any such documents to any Eligible Associate in tangible
         written form.

         (d) Waiver of Notice. Any person entitled to notice under the Plan may
         waive the notice.

5.4      Severability. If any provision of this Plan is held to be illegal or
         invalid for any reason, the illegality or invalidity will not affect
         the other provisions of this Plan, but will be fully severable and the
         Plan will be construed and enforced as if the illegal or invalid
         provision had never been included in this Plan.

5.5      Successors and Assigns. The Plan is binding on all Participants and
         their respective heirs, legatees, and legal representatives, including
         but not limited to their estate and the executors, any receiver,
         trustee in bankruptcy or representative of creditors of such person,
         and upon the Employer, its successors and assigns.

5.6      Headings. The titles and headings of the paragraphs are included for
         convenience of reference only and are not to be considered in
         construction of the provisions hereof.

5.7      Governing Law. This Plan and rights to purchase Shares that may be
         granted under this Plan will be governed by and construed in accordance
         with the laws of the State of Texas, without giving effect to any
         conflicts-of-law rules or principles that might require the application
         of the laws of another jurisdiction, except to the extent this Plan or
         those rights are governed by the Delaware General Corporation Law, or
         the Federal law of the United States.

5.8      No Right to Employment. Nothing in this Plan, any amendment to this
         Plan, or the creation of any Participant Account, the execution or
         submission of any Enrollment Agreement or Withdrawal Agreement, or the
         issuance of any Shares of Common Stock, will give any Eligible
         Associate any right (a) to continue employment with any Employer, (b)
         any legal or equitable right against Perot Systems or any Employer, or
         any officer, director, or Associate of Perot Systems or its
         Participating Affiliates, in connection with his or her employment by
         the Employer, or (c) interfere in any way with the Employer's right to
         terminate or otherwise modify his or her employment at any time, except
         as expressly provided by the Plan or by applicable law.






This Plan has been executed by a duly authorized officer of the Company,
effective on the Effective Date.


PEROT SYSTEMS CORPORATION


By: /s/ KELLY PARSONS
    -----------------------------------
    Its: Director, Corporate Finance and
          Human Resources
         -------------------------------


1999 Employee Stock Purchase Plan/US      Page 13

<PAGE>   16



                            Perot Systems Corporation
                      1999 Employee Stock Purchase Plan/US
                            Participating Affiliates

The following corporations are approved by the Board as Participating Affiliates
to participate in this Plan.

                     Applewhite & Gittleson (US Market Link)
                        Benton International Incorporated
                                 perot.com inc.
                   Perot Systems Communication Services, Inc.
                  Perot Systems Financial Services Corporation
                  Perot Systems Healthcare Services Corporation
                        Perot Systems International, Inc.
                       PSC Government Services Corporation
                              PSC Health Care, Inc.
                             Security Services, Inc.
                     The Technical Resource Connection, Inc.