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                                                                     EXHIBIT 4.3

                            PEROT SYSTEMS CORPORATION
                          2001 LONG-TERM INCENTIVE PLAN


1.       PURPOSES OF THE PLAN.

                  The purposes of this Plan are to provide an incentive to
         eligible employees, officers, independent consultants, directors who
         are also employees or consultants, and advisors of the Company whose
         present and potential contributions are important to the continued
         success of the Company; to encourage ownership in the Company by key
         personnel whose long-term employment is considered essential to the
         Company's continued progress; and to enable the Company to continue to
         enlist and retain the best available personnel to contribute to the
         success of the Company's business and, thereby, to encourage
         Participants to act in the stockholders' interest and share in the
         Company's success.

2.       DEFINITIONS.

         As used herein, the following definitions shall apply:

         (a)      "Administrator" means the Board or any of its Committees
                  administering the Plan in accordance with Section 4 of the
                  Plan.

         (b)      "Affiliate" means any entity that is directly or indirectly
                  controlled by the Company or any entity in which the Company
                  has a significant ownership interest as determined by the
                  Administrator, including but not limited to any entity (i) in
                  which the Company, directly or indirectly, owns a 40% or
                  greater voting, equity or other economic interest and (ii) the
                  financial statements of which are consolidated with the
                  financial statements of the Company.

         (c)      "Applicable Laws" means the legal requirements relating to the
                  administration of stock plans under U.S. federal, state and
                  local corporate, securities and tax laws and regulations, the
                  New York Stock Exchange or any other stock exchange or
                  quotation system on which the Common Stock is listed or quoted
                  and the analogous applicable laws of any country or
                  jurisdiction where Awards are granted under the Plan.

         (d)      "Award" means a Cash Award, Stock Award, Stock Appreciation
                  Right or Option granted to a Participant in accordance with
                  the terms of the Plan.

         (e)      "Award Agreement" means an instrument or agreement, in written
                  or electronic form, between the Company and an Awardee
                  evidencing the terms and conditions of an individual Award
                  which instrument or agreement may, but need not, be executed
                  or acknowledged by the Awardee. The Award Agreement is subject
                  to the terms and conditions of the Plan.



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         (f)      "Awardee" means the holder of an outstanding Award.

         (g)      "Board" means the Board of Directors of the Company.

         (h)      "Cash Awards" means cash awards granted pursuant to Section 13
                  of the Plan.

         (i)      "Code" means the United States Internal Revenue Code of 1986,
                  as amended.

         (j)      "Committee" means a committee of Directors appointed by the
                  Board in accordance with Section 4 of the Plan.

         (k)      "Common Stock" means the Class A common stock of the Company.

         (l)      "Company" means Perot Systems Corporation, a Delaware
                  corporation, or any successor entity.

         (m)      "Consultant" means any person, including an advisor, engaged
                  by the Company or a Subsidiary to render bona fide services
                  (provided that such services are not provided in connection
                  with the offer and sale of securities in capital-raising
                  transactions) to such entity or any person who is an advisor,
                  director or consultant of an Affiliate.

         (n)      "Director" means a member of the Board who is also an Employee
                  or Consultant.

         (o)      "Employee" means a regular employee of the Company, any
                  Subsidiary or any Affiliate, including Officers and Directors,
                  who is treated as an employee in the personnel records of the
                  Company, any Subsidiary or any Affiliate for the relevant
                  period, but shall exclude individuals who are classified by
                  the Company, any Subsidiary or any Affiliate as (A) leased
                  from or otherwise employed by a third party; (B) independent
                  contractors; or (C) contingent, intermittent or temporary,
                  even if any such classification is changed retroactively as a
                  result of an audit, litigation or otherwise. A Participant
                  shall not cease to be an Employee solely as the result of (i)
                  any leave of absence approved by the Participant's Employer,
                  subject to the provisions of Section 6(b), or (ii) transfers
                  between locations of the Participant's Employer or transfers
                  of the Participant's employment among the Company, any
                  Subsidiary or any Affiliate. Neither service as a Director nor
                  payment of a director's fee by the Company shall be sufficient
                  to constitute "employment" by the Company.

         (p)      "Employer" means, with respect to an Awardee on the relevant
                  date, the Company or any Subsidiary or Affiliate of which
                  Awardee is an Employee or to which Awardee is a Consultant.



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2001 Long Term Incentive Plan                                            09May01
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         (q)      "Exchange Act" means the Securities Exchange Act of 1934, as
                  amended.

         (r)      "Fair Market Value" means, as of any date, the last reported
                  sale price for one Share on such date (or the most recent
                  prior date for which the last reported sale price is
                  available) on the principal national securities exchange on
                  which the Common Stock is listed or admitted to trading or, if
                  no such reported sale price is available, the average of the
                  closing bid and asked prices for one Share on such exchange on
                  such date (or the most recent prior date for which such prices
                  are available), in either case as reported in The Wall Street
                  Journal or such other source as the Administrator shall
                  determine.

         (s)      "Grant Date" means the date selected by the Administrator,
                  from time to time, upon which an Award is granted to a
                  Participant pursuant to this Plan.

         (t)      "Incentive Stock Option" means an Option intended to qualify
                  as an incentive stock option within the meaning of Section 422
                  of the Code and the regulations promulgated thereunder.

         (u)      "Nonstatutory Stock Option" means an Option not intended to
                  qualify as an Incentive Stock Option.

         (v)      "Officer" means a person who is an officer of the Company
                  within the meaning of Section 16 of the Exchange Act and the
                  rules and regulations promulgated thereunder.

         (w)      "Option" means an option of any type permitted by Applicable
                  Laws to purchase Shares granted pursuant to this Plan.

         (x)      "Participant" means an Employee, Director or Consultant.

         (y)      "Plan" means this 2001 Long-Term Incentive Plan, as amended
                  from time to time.

         (z)      "Predecessor Plans" means the Company's (i) 1988 Restricted
                  Stock Plan, (ii) 1989 Pioneer Stock Option Plan, (iii) 1991
                  Stock Option Plan, (iv) 1992 Advisor Stock Option/Restricted
                  Stock Incentive Plan, and (v) 1996 Advisor and Consultant
                  Stock Option/Restricted Stock Incentive Plan.

         (aa)     "Restricted Stock" means shares of Common Stock acquired
                  pursuant to a grant of a Stock Award under Section 11 of the
                  Plan.

         (bb)     "Severance Date" means the date shown in the Company's, its
                  Subsidiaries' and Affiliates' personnel or other records as
                  the last day an Awardee was a Participant or, with respect to
                  an Awardee who has a Total Disability, the day such Total



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                  Disability ceases to exist unless such Awardee becomes an
                  Employee within a reasonable period determined by the
                  Administrator in its sole discretion.

         (cc)     "Share" means a share of the Common Stock, as adjusted in
                  accordance with Section 15 of the Plan.

         (dd)     "Stock Appreciation Right" means a right to receive cash equal
                  to the difference between the Fair Market Value of Common
                  Stock on the Grant Date and the Fair Market Value of Common
                  Stock on the date such right is exercised by the Awardee
                  granted pursuant to Section 12 of the Plan.

         (ee)     "Stock Awards" means the right to purchase or receive Common
                  Stock pursuant to Section 11 of the Plan.

         (ff)     "Subsidiary" means a "subsidiary corporation," whether now or
                  hereafter existing, as defined in Section 424(f) of the Code.

         (gg)     "10% Shareholder" means the owner of stock (as determined
                  under Code Section 424(d)) possessing more than 10% of the
                  total combined voting power of all classes of stock of the
                  Company (or any parent or Subsidiary of the Company).

         (hh)     "Total Disability" means a mental or physical condition that
                  results in an Employee's continued entitlement to long term
                  disability benefits under a long term disability plan
                  sponsored by the Employee's Employer or the U.S. Social
                  Security Act or any equivalent law governing non-U.S.
                  Employees, provided that such mental or physical condition is
                  not the result of any condition or circumstance that the
                  Administrator, in its sole discretion, determines to have
                  resulted from the Awardee's illegal or reckless use of
                  alcohol, drugs or other chemical substances, or from actions
                  taken by the Awardee with the intention of causing self-injury
                  or with reckless disregard for personal health and safety.

3.       STOCK SUBJECT TO THE PLAN.

         (a)      Subject to the provisions of Section 15 and Section 6(d) of
                  the Plan, the maximum aggregate number of Shares that may be
                  issued in connection with any combination of Awards under the
                  Plan is (i) the aggregate number of Shares remaining available
                  for grants under the Predecessor Plans on the date this Plan
                  is approved by the Company's stockholders, plus (ii) the
                  additional Shares described in paragraph (b) below. The Shares
                  may be authorized, but unissued, or reacquired Common Stock.

         (b)      If an Award or any award or grant under any Predecessor Plan
                  expires or becomes unexercisable without having been exercised
                  in full, the unpurchased Shares which were subject thereto, if
                  any, shall become available for future grant or sale



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                  under the Plan (unless the Plan has terminated). Shares of
                  Restricted Stock that are either forfeited or repurchased by
                  the Company shall become available for future grant or sale
                  under the Plan. Shares that are tendered, whether by physical
                  delivery or by attestation, to the Company by the Participant
                  as full or partial payment of the exercise price of any Award
                  or in payment of any applicable withholding for federal,
                  state, city, local or other taxes incurred in connection with
                  the exercise of any Award shall become available for future
                  grant or sale under the Plan.

4.       ADMINISTRATION OF THE PLAN.

         (a)      Procedure.

                  (i)      Multiple Administrative Bodies. The Plan may be
                           administered by different Committees with respect to
                           different groups of Participants.

                  (ii)     Section 162(m). To the extent that the Administrator
                           determines it to be desirable to qualify Awards
                           granted hereunder as "performance-based compensation"
                           within the meaning of Section 162(m) of the Code, the
                           Plan shall be administered by a Committee of two or
                           more "outside directors" within the meaning of
                           Section 162(m) of the Code.

                  (iii)    Rule 16b-3. To the extent desirable to qualify
                           transactions hereunder as exempt under Rule 16b-3
                           promulgated under the Exchange Act, the transactions
                           contemplated hereunder shall be structured to satisfy
                           the requirements for exemption under Rule 16b-3.

                  (iv)     Other Administration. The Board may delegate to the
                           Executive Committee of the Board or the chief
                           executive officer of the Company the power to approve
                           Awards to Participants who are not (A) subject to
                           Section 16 of the Exchange Act or (B) at the time of
                           such approval, "covered employees" under Section
                           162(m) of the Code.

         (b)      Powers of the Administrator. Subject to the provisions of the
                  Plan, and in the case of a Committee or the chief executive
                  officer of the Company, subject to the specific duties
                  delegated by the Board to such Committee or officer, the
                  Administrator shall have the authority, in its discretion:

                  (i)      to select the Participants to whom Awards may be
                           granted hereunder;

                  (ii)     to determine the number of shares of Common Stock to
                           be covered by each Award granted hereunder;

                  (iii)    to approve forms of agreement for use under the Plan;



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                  (iv)     to determine the terms and conditions, not
                           inconsistent with the terms of the Plan, of any Award
                           granted hereunder. Such terms and conditions include,
                           but are not limited to, the exercise price, the time
                           or times when an Award may be exercised (which may or
                           may not be based on performance criteria), any
                           vesting acceleration or waiver of forfeiture
                           restrictions, and any restriction or limitation
                           regarding any Award or the Shares relating thereto,
                           based in each case on such factors as the
                           Administrator, in its sole discretion, shall
                           determine;

                  (v)      to construe and interpret the terms of the Plan and
                           Awards granted pursuant to the Plan;

                  (vi)     to adopt rules and procedures relating to the
                           operation and administration of the Plan to
                           accommodate the specific requirements of local laws
                           and procedures. Without limiting the generality of
                           the foregoing, the Administrator is specifically
                           authorized (A) to adopt the rules and procedures
                           regarding the conversion of local currency,
                           withholding procedures and handling of stock
                           certificates which vary with local requirements, and
                           (B) to adopt sub-plans and Plan addenda as the
                           Administrator deems desirable, to accommodate non-US
                           laws, regulations and practice, including but not
                           limited to non-US tax laws and regulations;

                  (vii)    to prescribe, amend and rescind rules and regulations
                           relating to the Plan, including rules and regulations
                           relating to sub-plans and Plan addenda;

                  (viii)   to modify or amend each Award, including the
                           discretionary authority to extend the
                           post-termination exercisability period of Options
                           longer than is otherwise provided for in the Plan,
                           provided, however, that any such amendment is subject
                           to Section 16(c) of the Plan and may not impair any
                           outstanding Award unless agreed to in writing by the
                           Participant;

                  (ix)     to allow Participants to satisfy withholding tax
                           obligations by electing to have the Company withhold
                           from the Shares to be issued upon exercise of an
                           Award that number of Shares having a Fair Market
                           Value equal to the amount required to be withheld.
                           The Fair Market Value of the Shares to be withheld
                           shall be determined on the date that the amount of
                           tax to be withheld is to be determined. All elections
                           by an Awardee to have Shares withheld for this
                           purpose shall be made in such form and under such
                           conditions as the Administrator may deem necessary or
                           advisable;

                  (x)      to authorize conversion or substitution under the
                           Plan of any or all outstanding stock options or
                           outstanding stock appreciation rights held by
                           employees, directors, officers, consultants, advisors
                           or other service


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                           providers of an entity acquired by the Company (the
                           "Conversion Options"). Any conversion or substitution
                           shall be effective as of the close of the merger or
                           acquisition. The Conversion Options may be
                           Nonstatutory Stock Options or Incentive Stock
                           Options, as determined by the Administrator;
                           provided, however, that with respect to the
                           conversion of stock appreciation rights in the
                           acquired entity, the Conversion Options shall be
                           Nonstatutory Stock Options. Unless otherwise
                           determined by the Administrator at the time of
                           conversion or substitution, all Conversion Options
                           shall have the same terms and conditions as Options
                           generally granted by the Company under the Plan;

                  (xi)     to provide, upon direction by the Board in its sole
                           discretion in the event there is a change of control
                           of the Company or any Subsidiary, as determined by
                           the Board, for the (A) assumption or substitution of,
                           or adjustment to, each outstanding Award; (B)
                           acceleration of the vesting of Options and the
                           termination of any restrictions on Cash Awards or
                           Stock Awards; and/or (C) the cancellation of Awards
                           for a cash payment to the Awardee;

                  (xii)    to delegate to any officer of the Company any of its
                           powers hereunder, to the extent permitted by
                           Applicable Laws, and to authorize any person to
                           execute on behalf of the Company any instrument
                           required to effect the grant of an Award previously
                           granted under this Plan; and

                  (xiii)   to make all other determinations deemed necessary or
                           advisable for administering the Plan and any Award
                           granted hereunder.

         (c)      Effect of Administrator's Decision. The Administrator's
                  decisions, determinations and interpretations shall be final
                  and binding on all Participants.

5.       ELIGIBILITY.

         One or more Awards may be granted to Participants, provided, however,
         that Incentive Stock Options may be granted only to Employees of the
         Company or any Subsidiary.

6.       AWARD LIMITATIONS.

         (a)      Each Option shall be designated in the Award Agreement as
                  either an Incentive Stock Option or a Nonstatutory Stock
                  Option. However, notwithstanding such designation, to the
                  extent that the aggregate Fair Market Value of the Shares with
                  respect to which Incentive Stock Options are exercisable for
                  the first time by the Participant during any calendar year
                  (under all plans of the Company and any Subsidiary) exceeds
                  $100,000, such Options shall be treated as Nonstatutory Stock
                  Options. For purposes of this Section 6(a), Incentive Stock
                  Options shall be



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                  taken into account in the order in which they were granted.
                  The Fair Market Value of the Shares shall be determined as of
                  the time the Option with respect to such Shares is granted.

         (b)      For purposes of Incentive Stock Options, no leave of absence
                  may exceed 90 days, unless reemployment upon expiration of
                  such leave is guaranteed by statute or contract. If
                  reemployment upon expiration of a leave of absence approved by
                  the applicable Employer is not so guaranteed, on the 91st day
                  of such leave an Awardee's employment with the Company shall
                  be deemed terminated for Incentive Stock Option purposes and
                  any Incentive Stock Option held by the Awardee shall cease to
                  be treated as an Incentive Stock Option and shall be treated
                  for tax purposes as a Nonstatutory Stock Option three months
                  thereafter.

         (c)      No Participant shall have any claim or right to be granted an
                  Award and the grant of any Award shall not be construed as
                  giving an Awardee the right to continue in the employ or hire
                  of the Company, its Subsidiaries or Affiliates. Further, the
                  Company, its Subsidiaries and Affiliates expressly reserve the
                  right, at any time, to dismiss a Participant at any time
                  without liability or any claim under the Plan, except as
                  provided herein or in any Award Agreement entered into
                  hereunder.

         (d)      The following limitations shall apply to grants of Awards:

                  (i)      No Participant shall be granted, in any fiscal year
                           of the Company, Options to purchase more than
                           2,000,000 Shares.

                  (ii)     If an Option is cancelled, forfeited, or lapses in
                           the same fiscal year of the Company in which it was
                           granted (other than in connection with a transaction
                           described in Section 15), the cancelled, forfeited or
                           lapsed Option will be counted against the limits set
                           forth in subsection (i).

                  (iii)    The foregoing limitations shall be adjusted
                           proportionately in connection with any change in the
                           Company's capitalization as described in Section 15.

         (e)      The following limitations shall apply to grants of Awards to
                  an Employee who is not exempt from the overtime pay provisions
                  of the Fair Labor Standards Act of 1938, as amended (a
                  "Non-Exempt Employee"):

                  (i)      Options or Stock Appreciation Rights (but not
                           Restricted Stock) may be granted under this Plan to
                           Non-Exempt Employees.

                  (ii)     Options or Stock Appreciation Rights granted to
                           Non-Exempt Employees must comply with the exercise
                           price and exercise period restrictions set forth
                           below, and other provisions of the "Worker Economic
                           Opportunity



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                           Act" of 2000, P.L. 106-202, or other provisions of
                           law, sufficiently to insure that such Options, and
                           any profits, gains or income resulting from such
                           Options, are excluded from such Non-Exempt Employee's
                           overtime pay calculations.

                  (iii)    No Option granted to a Non-Exempt Employee may be
                           exercisable less than six months after the effective
                           date of the grant of such Option, except in the case
                           of death, Total Disability, retirement or change in
                           control.

7.       TERM OF PLAN.

         Subject to Section 21 of the Plan, the Plan shall become effective upon
         its adoption by the Board and its approval by the Company's
         shareholders. It shall continue in effect for a term of 10 years from
         the later of the date the Plan or any amendment to add shares to the
         Plan is adopted by the Board and approved by the stockholders unless
         terminated earlier under Section 16 of the Plan.

8.       TERM OF AWARD.

         The term of each Award shall be determined by the Administrator and
         stated in the Award Agreement. In the case of an Incentive Stock
         Option, the term shall be 10 years (five years if the Awardee is a 10%
         Shareholder) from the Grant Date or such shorter period as may be
         provided in the Award Agreement. In the case of an Option other than an
         Incentive Stock Option, the term shall be 10 years from the Grant Date
         or such shorter term as may be provided in the Award Agreement;
         provided that the term may be up to 11 years in other circumstances
         deemed appropriate in the discretion of the Administrator.

9.       OPTION EXERCISE PRICE AND CONSIDERATION.

         (a)      Exercise Price. The per share exercise price for the Shares to
                  be issued pursuant to exercise of an Option shall be
                  determined by the Administrator, subject to the following:

                  (i)      In the case of an Incentive Stock Option the per
                           Share exercise price shall be no less than 100% of
                           the Fair Market Value on the Grant Date; provided
                           that if any Participant to whom an Incentive Stock
                           Option is granted is a 10% Shareholder, then the per
                           Share exercise price shall be no less than 110% of
                           the Fair Market Value on the Grant Date.

                  (ii)     In the case of a Nonstatutory Stock Option, the per
                           Share exercise price shall be no less than 85% of the
                           Fair Market Value on the Grant Date. In the case of a
                           Nonstatutory Stock Option intended to qualify as
                           "performance-based compensation" within the meaning
                           of Section 162(m)



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                           of the Code, the per Share exercise price shall be no
                           less than 100% of the Fair Market Value on the Grant
                           Date.

                  (iii)    The exercise price per Share for a Nonstatutory Stock
                           Option granted to a Non-Exempt Employee must be not
                           less than 85% of the Fair Market Value per Share on
                           the effective date of grant of the Option.

                  (iv)     Notwithstanding the foregoing, at the Administrator's
                           discretion, Conversion Options (as defined in Section
                           4(b)(x)) may be granted with a per Share exercise
                           price of less than 100% of the Fair Market Value on
                           the Grant Date.

         (b)      Vesting Period and Exercise Dates. At the time an Option is
                  granted, the Administrator shall fix the period within which
                  the Option may vest and be exercised and shall determine any
                  conditions that must be satisfied before the Option may be
                  exercised.

         (c)      Form of Consideration. The Administrator shall determine the
                  acceptable form of consideration for exercising an Option,
                  including the method of payment. In the case of an Incentive
                  Stock Option, the Administrator shall determine the acceptable
                  form of consideration at the Grant Date. Acceptable forms of
                  consideration may, but except for cash, check and wire
                  transfers are not required to, include:

                  (i)      cash;

                  (ii)     check or wire transfer (denominated in U.S. Dollars
                           or other currency the Administrator determines is
                           acceptable);

                  (iii)    other Shares which (A) in the case of Shares acquired
                           upon exercise of an Option, have been owned by the
                           Participant for more than six months on the date of
                           surrender, and (B) have a Fair Market Value on the
                           date of surrender equal to the aggregate exercise
                           price of the Shares as to which said Option shall be
                           exercised;

                  (iv)     consideration received by the Company under a
                           cashless exercise program implemented by the Company
                           in connection with the Plan;

                  (v)      any combination of the foregoing methods of payment;
                           or

                  (vi)     such other consideration and method of payment for
                           the issuance of Shares to the extent permitted by
                           Applicable Laws.



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10.      EXERCISE OF OPTION.

         (a)      Procedure for Exercise; Rights as a Stockholder.

                  (i)      Any Option granted hereunder shall be exercisable
                           according to the terms of the Plan and at such times
                           and under such conditions as determined by the
                           Administrator and set forth in the respective Award
                           Agreement.

                  (ii)     An Option granted hereunder shall continue to vest
                           during any authorized leave of absence and such
                           Option may be exercised to the extent vested during
                           such leave of absence.

                  (iii)    No Option may be exercised for a fraction of a Share.

                  (iv)     An Option shall be deemed exercised when the Company
                           receives:

                           (A)      written or electronic notice of exercise (in
                                    accordance with the Award Agreement or the
                                    procedures established by the Administrator
                                    from time to time) from a person entitled to
                                    exercise the Option;

                           (B)      full payment for the Shares with respect to
                                    which the related Option is exercised; and

                           (C)      full payment of all applicable taxes
                                    required to be withheld by the Company or
                                    the Awardee's employer in connection with
                                    such exercise.

                  Shares issued upon exercise of an Option shall be issued in
                  the name of the Awardee or, if requested by the Awardee, in
                  the name of the Awardee and his or her spouse, or in the name
                  of any permitted transferee. Until the Shares are issued (as
                  evidenced by the appropriate entry on the books of the Company
                  or of a duly authorized transfer agent of the Company), no
                  right to vote or receive dividends or any other rights as a
                  stockholder shall exist with respect to the Shares subject to
                  an Option, notwithstanding the exercise of the Option. The
                  Company shall issue (or cause to be issued) such Shares
                  promptly after the Option is exercised. No adjustment will be
                  made for a dividend or other right for which the record date
                  is prior to the date the Shares are issued, except as provided
                  in Section 15 of the Plan. Exercising an Option in any manner
                  shall decrease the number of Shares thereafter available, both
                  for purposes of the Plan and for sale under the Option, by the
                  number of Shares as to which the Option is exercised.

         (b)      Termination of Employment. Unless otherwise provided in the
                  Award Agreement, if an Awardee ceases to be an Employee, other
                  than as a result of circumstances



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                  described in Sections 10(c), (d), or (e) below, the Awardee's
                  Options shall (i) cease to vest immediately upon the Awardee's
                  Severance Date and (ii) terminate on the earlier of 90 days
                  after the Awardee's Severance Date or the expiration of the
                  term of such Option. If the Awardee does not exercise any
                  Shares covered by the vested portion of his or her Option, the
                  unexercised Shares covered by the vested portion of such
                  Option shall revert to the Plan on the earlier of 90 days
                  after the Awardee's Severance Date or the expiration of the
                  term of such Option.

         (c)      Total Disability. Unless otherwise provided in the Award
                  Agreement, if an Awardee ceases to be an Employee as a result
                  of the Awardee's Total Disability, the Awardee's Options shall
                  (i) continue to vest while the Total Disability continues to
                  exist and (ii) terminate on the earlier of 90 days after the
                  Awardee's Severance Date unless prior to such date the Awardee
                  becomes an Employee or the expiration of the term of such
                  Option. On the Awardee's Severance Date, the Shares covered by
                  the unvested portion of his or her Option shall revert to the
                  Plan. If the Awardee does not exercise any Shares covered by
                  the vested portion of his or her Option, the unexercised
                  Shares covered by the vested portion of such Option shall
                  revert to the Plan on the earlier of 90 days after the
                  Awardee's Severance Date or the expiration of the term of such
                  Option. The Option may be exercised by the guardian of
                  Awardee's property if one has been appointed.

         (d)      Retirement. Unless otherwise provided in the Award Agreement,
                  if an Awardee ceases to be an Employee as a result of the
                  Awardee's retirement on or after attaining the age of 65
                  years, or otherwise in accordance with his or her Employer's
                  retirement policy, the Awardee's Options shall (i) cease to
                  vest immediately upon the Awardee's Severance Date and (ii)
                  terminate on the earlier of one year after the Awardee's
                  Severance Date or the expiration of the term of such Option.
                  On the Awardee's Severance Date, the Shares covered by the
                  unvested portion of his or her Option shall revert to the
                  Plan. If the Awardee does not exercise any Shares covered by
                  the vested portion of his or her Option, the unexercised
                  Shares covered by the vested portion of such Option shall
                  revert to the Plan on the date such Option terminates.

         (e)      Death. Unless otherwise provided in the Award Agreement, if an
                  Awardee ceases to be an Employee as a result of his or her
                  death, or dies while the Awardee has a Total Disability to
                  which Section 10(c) applies, the Awardee's Option shall (i)
                  immediately vest with respect to all Shares covered by such
                  Option, and (ii) terminate on the expiration date of such
                  Option. The Option may be exercised by the beneficiary
                  designated by the Awardee (as provided in Section 17), the
                  executor or administrator of the Awardee's estate or, if none,
                  by the person(s) entitled to exercise the Option under the
                  Awardee's will or the laws of descent or distribution. If such
                  Option is not exercised with respect to any Shares covered by
                  such Option, the unexercised Shares shall revert to the Plan
                  on the expiration of the term of such Option.



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         (f)      Buyout Provisions. At any time, the Administrator may, but
                  shall not be required to, offer to buy out for a payment in
                  cash or Shares an Option previously granted based on such
                  terms and conditions as the Administrator shall establish and
                  communicate to the Awardee at the time that such offer is
                  made.

11.      STOCK AWARDS.

         (a)      General. Stock Awards may be issued either alone, in addition
                  to, or in tandem with other Awards granted under the Plan,
                  except to Non-Exempt Employees. After the Administrator
                  determines that it will offer a Stock Award under the Plan, it
                  shall advise the Participant in writing or electronically, by
                  means of an Award Agreement, of the terms, conditions and
                  restrictions related to the offer, including the number of
                  Shares that the Participant shall be entitled to receive or
                  purchase, the price to be paid, if any, and, if applicable,
                  the time within which the Participant must accept such offer.
                  The offer shall be accepted by execution of an Award Agreement
                  in the form determined by the Administrator. The Administrator
                  will require that all Shares subject to a right of repurchase
                  or forfeiture be held in escrow until such repurchase right or
                  risk of forfeiture lapses.

         (b)      Termination of Employment. Unless the Administrator determines
                  otherwise, the Award Agreement shall provide for the
                  forfeiture of the unvested Restricted Stock upon the Awardee
                  ceasing to be an Employee except as provided below in Sections
                  11(c), (d) and (e). To the extent that the Awardee purchased
                  the Restricted Stock, the Company shall have a right to
                  repurchase the unvested Restricted Stock at the lesser of (i)
                  the Fair Market Value or (ii) the original price paid by the
                  Awardee, on or after the Awardee's Severance Date, except as
                  provided below in Sections 11(c), (d) and (e).

         (c)      Total Disability. Unless otherwise provided for by the
                  Administrator in the Award Agreement, if an Awardee ceases to
                  be an Employee as a result of the Awardee's Total Disability,
                  (i) the Awardee's Stock Award shall continue to vest while the
                  Awardee's Total Disability continues to exist, and (ii) to the
                  extent that the Awardee purchased the Restricted Stock, the
                  Company shall have a right to repurchase the unvested
                  Restricted Stock at the lesser of (A) the Fair Market Value or
                  (B) the original price paid by the Awardee, on or after the
                  Awardee's Severance Date.

         (d)      Retirement of Awardee. Unless otherwise provided for by the
                  Administrator in the Award Agreement, if an Awardee ceases to
                  be an Employee as a result of the Awardee's retirement on or
                  after attaining the age of 65 years, or otherwise in
                  accordance with his or her Employer's retirement policy, the
                  Awardee's Stock Award shall (i) cease to vest immediately upon
                  the Awardee's Severance Date, and (ii) to the extent that the
                  Awardee purchased the Restricted Stock, the



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                  Company shall have a right to repurchase the unvested
                  Restricted Stock at the lesser of (A) the Fair Market Value,
                  or (B) the original price paid by the Awardee, on or after the
                  Awardee's Severance Date.

         (e)      Death of Awardee. Unless otherwise provided for by the
                  Administrator in the Award Agreement, if an Awardee ceases to
                  be an Employee as a result of his or her death, or dies while
                  the Awardee has a Total Disability to which Section 11(c)
                  applies, the Awardee's Stock Award shall immediately vest with
                  respect to all Shares covered by such Stock Award. The vested
                  portion of the Stock Award shall be delivered to the
                  beneficiary designated by the Participant (as provided in
                  Section 17), the executor or administrator of the
                  Participant's estate or, if none, by the person(s) entitled to
                  receive the vested Stock Award under the Participant's will or
                  the laws of descent or distribution.

         (f)      Rights as a Stockholder. Unless otherwise provided for by the
                  Administrator in the Award Agreement, once the Stock Award is
                  accepted, the Awardee shall have the rights equivalent to
                  those of a stockholder, and shall be a stockholder when his or
                  her acceptance of the Stock Award is entered upon the records
                  of the duly authorized transfer agent of the Company.

12.      STOCK APPRECIATION RIGHTS.

         (a)      General. The Committee, in its discretion, may grant Stock
                  Appreciation Rights to Participants. The following provisions
                  apply to such Stock Appreciation Rights.

         (b)      Grant of Stock Appreciation Right. The Stock Appreciation
                  Right shall entitle the holder upon exercise to an amount for
                  each Share to which such exercise relates equal to the excess
                  of (i) the Fair Market Value on the date of exercise over (i)
                  the base or exercise price per Share set forth in the
                  applicable Award Agreement. Notwithstanding the foregoing, the
                  Committee may place limits on the amount that may be paid upon
                  exercise of a Stock Appreciation Right.

         (c)      Forfeiture of Option. If a Stock Appreciation Right is granted
                  in tandem with an Option, upon exercise of such Stock
                  Appreciation Right, the related Option shall no longer be
                  exercisable and shall be deemed canceled to the extent of such
                  exercise.

         (d)      Form of Payment. The Company's obligation arising upon the
                  exercise of a Stock Appreciation Right may be paid currently
                  or on a deferred basis with such interest or earnings
                  equivalent as may be determined by the Committee, and may be
                  paid in Common Stock or in cash, or in any combination of
                  Common Stock and cash, as the Committee, in its sole
                  discretion, may determine.



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         (e)      Other Provisions. The Award Agreement evidencing a Stock
                  Appreciation Right shall contain such other terms, provisions
                  and conditions not inconsistent with the Plan as may be
                  determined by the Committee in its sole discretion. The
                  provisions of such Awards need not be the same with respect to
                  each recipient.

13.      CASH AWARDS.

         Cash Awards may be granted either alone, in addition to, or in tandem
         with other Awards granted under the Plan. After the Administrator
         determines that it will offer a Cash Award, it shall advise the
         Participant in writing or electronically, by means of an Award
         Agreement, of the terms, conditions and restrictions related to the
         Cash Award.

14.      NON-TRANSFERABILITY OF AWARDS.

         Unless determined otherwise by the Administrator with respect to any
         Award other than an Incentive Stock Option, an Award may not be sold,
         pledged, assigned, hypothecated, transferred, or disposed of in any
         manner other than by beneficiary designation, will or by the laws of
         descent or distribution and may be exercised, during the lifetime of
         the Awardee, only by the Awardee. If the Administrator makes an Award
         transferable, the Award Agreement for such Award shall contain such
         additional terms and conditions as the Administrator deems appropriate.

15.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR DISSOLUTION OR
         LIQUIDATION.

         (a)      Changes In Capitalization. Subject to any required action by
                  the stockholders of the Company, the number and kind of shares
                  of Common Stock covered by each outstanding Award, and the
                  number and kind of shares of Common Stock which have been
                  authorized for issuance under the Plan but as to which no
                  Awards have yet been granted or which have been returned to
                  the Plan upon cancellation or expiration of an Award, as well
                  as the price per share of Common Stock covered by each such
                  outstanding Award, shall be proportionately adjusted for any
                  increase or decrease in the number or kind 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 issued 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 respect shall be final, binding
                  and conclusive. Except as expressly provided herein, no
                  issuance 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 Award.



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         (b)      Dissolution or Liquidation. In the event of the proposed
                  dissolution or liquidation of the Company, the Administrator
                  shall notify each Awardee as soon as practicable prior to the
                  effective date of such proposed transaction. The Administrator
                  in its discretion may provide for an Option to be fully vested
                  and exercisable until 10 days prior to such transaction. In
                  addition, the Administrator may provide that any restrictions
                  on any Award shall lapse prior to the transaction, provided
                  the proposed dissolution or liquidation takes place at the
                  time and in the manner contemplated. To the extent it has not
                  been previously exercised, an Award will terminate immediately
                  prior to the consummation of such proposed transaction.

         (c)      Merger or Asset Sale. In the event there is a change of
                  control of the Company or any Subsidiary, as determined by the
                  Board, the Board may, in its discretion, (A) provide for the
                  assumption or substitution of, or adjustment to, each
                  outstanding Award; (B) accelerate the vesting of Options and
                  terminate any restrictions on Cash Awards or Stock Awards; and
                  (C) provide for the cancellation of Awards for a cash payment
                  to the Awardee.

16.      AMENDMENT AND TERMINATION OF THE PLAN.

         (a)      Amendment and Termination. The Board may at any time amend,
                  alter, suspend or terminate the Plan and the Administrator may
                  at any time, subject to the authority set forth in Section 4,
                  adopt subordinate arrangements, policies and programs in each
                  case, in such manner as may be necessary to enable the Plan to
                  achieve its stated purposes in any jurisdiction outside the
                  United States in a tax-efficient manner and in compliance with
                  local rules and regulations by adopting schedules of
                  provisions to be applicable to awards granted in such
                  jurisdiction.

         (b)      Stockholder Approval. The Company shall obtain stockholder
                  approval of any Plan amendment to the extent necessary or
                  desirable to comply with Applicable Laws.

         (c)      Effect of Amendment or Termination. No amendment, alteration,
                  suspension or termination of the Plan shall impair the rights
                  of any Award, unless mutually agreed otherwise between the
                  Awardee and the Administrator, which agreement must be in
                  writing and signed by the Awardee and the Company. Termination
                  of the Plan shall not affect the Administrator's ability to
                  exercise the powers granted to it hereunder with respect to
                  Awards granted under the Plan prior to the date of such
                  termination.

17.      DESIGNATION OF BENEFICIARY.

         (a)      An Awardee may file a written designation of a beneficiary who
                  is to receive the Awardee's rights pursuant to his or her
                  Award or the Awardee may include his or



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                  her Awards in an omnibus beneficiary designation for all
                  benefits under the Plan. To the extent that an Awardee has
                  completed a designation of beneficiary while employed with the
                  Company or its Subsidiaries or Affiliates, such beneficiary
                  designation shall remain in effect with respect to any Award
                  hereunder until changed by the Awardee.

         (b)      Such designation of beneficiary may be changed by the Awardee
                  at any time by written notice. In the event of the death of an
                  Awardee and in the absence of a beneficiary validly designated
                  under the Plan who is living at the time of such Awardee's
                  death, the Company shall allow the executor or administrator
                  of the estate of the Awardee to exercise the Award, or if no
                  such executor or administrator has been appointed (to the
                  knowledge of the Company), the Company, in its discretion, may
                  allow the spouse or one or more dependents or relatives of the
                  Awardee to exercise the Award.

18.      LEGAL COMPLIANCE.

         Shares shall not be issued pursuant to the exercise of an Option or
         Stock Award unless the exercise of such Option or Stock Award and the
         issuance and delivery of such Shares shall comply with Applicable Laws
         and shall be further subject to the approval of counsel for the Company
         with respect to such compliance.

19.      INABILITY TO OBTAIN AUTHORITY.

         To the extent the Company is unable, or the Administrator deems it
         infeasible or commercially impracticable, to obtain authority from any
         regulatory body having jurisdiction, which authority is deemed by the
         Company's counsel to be necessary to the lawful issuance and sale of
         any Shares hereunder, the Company shall be relieved of any liability
         with respect to the failure to issue or sell such Shares as to which
         such requisite authority shall not have been obtained.

20.      RESERVATION OF SHARES.

         The Company, during the term of this Plan, will at all times reserve
         and keep available such number of Shares as shall be sufficient to
         satisfy the requirements of the Plan.

21.      STOCKHOLDER APPROVAL.

         The Plan shall be subject to approval by the stockholders of the
         Company within 12 months of the date the Plan is adopted. Such
         stockholder approval shall be obtained in the manner and to the degree
         required under Applicable Laws.



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22.      NOTICE.

         Any written notice to the Company required by any provisions of this
         Plan shall be addressed to the Secretary of the Company and shall be
         effective when received.

23.      GOVERNING LAW.

         This Plan and all determinations made and actions taken pursuant hereto
         shall be governed by the substantive laws, but not the choice of law
         rules, of the state of Delaware.

24.      UNFUNDED PLAN.

         Insofar as it provides for Awards, the Plan shall be unfunded. Although
         bookkeeping accounts may be established with respect to Participants
         who are granted Awards of Shares under this Plan, any such accounts
         will be used merely as a bookkeeping convenience. Except for the
         holding of Restricted Stock in escrow pursuant to Section 11, the
         Company shall not be required to segregate any assets which may at any
         time be represented by Awards, nor shall this Plan be construed as
         providing for such segregation, nor shall the Company nor the
         Administrator be deemed to be a trustee of stock or cash to be awarded
         under the Plan. Any liability of the Company to any Participant with
         respect to an Award shall be based solely upon any contractual
         obligations which may be created by the Plan; no such obligation of the
         Company shall be deemed to be secured by any pledge or other
         encumbrance on any property of the Company. Neither the Company nor the
         Administrator shall be required to give any security or bond for the
         performance of any obligation which may be created by this Plan.



Perot Systems Corporation                               Approved by Stockholders
2001 Long Term Incentive Plan                                            09May01