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                                                                   EXHIBIT 10.32





                            PEROT SYSTEMS CORPORATION
                       1998 Associate Stock Purchase Plan

                          Effective as of July 17, 1998


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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                     <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............................................................    2
         2.3      Designation of Beneficiary.........................................................    2
         2.4      Contributions; Payroll Deductions; Account; No Interest............................    2
         2.5      Changes in Contributions...........................................................    2
         2.6      Withdrawal.........................................................................    3
         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..................................................................    5
         3.5      Delivery of Shares; Voting.........................................................    5
         3.6      Periodic Reports...................................................................    5
         3.7      No Rights in Common 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...........................................................    9
         4.6      Approval of the Board of Directors and Shareholders................................    9
         4.7      No Liability for Good Faith Determinations.........................................    9

5.       MISCELLANEOUS LEGAL PROVISIONS
         5.1      Definitions........................................................................   10
         5.2      Adjustments Upon Changes in Capitalization.........................................   12
         5.3      Notices; Waiver of Notice..........................................................   12
         5.4      Severability.......................................................................   12
         5.5      Successors and Assigns.............................................................   12
         5.6      Headings ..........................................................................   12
         5.7      Governing Law......................................................................   12
         5.8      No Right to Employment.............................................................   12
</TABLE>



1998 Associate Stock Purchase Plan     Page i
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                            PEROT SYSTEMS CORPORATION
                       1998 Associate Stock Purchase Plan


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 (i) to exert their maximum efforts for the success of the
Company, and (ii) to remain employed with the Company.

1.2     Tax Treatment. Perot Systems intends that options to purchase 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 so as to extend and limit participation in a manner
consistent with the requirements of that Section.

1.3     Parallel Plans. If the economic and tax benefits extended under this
Plan to Eligible Associates who reside outside the United States are lower due
to local tax laws and regulations, with the exception of tax rates, than those
enjoyed by Eligible Associates who reside in the United States under the Tax
Code, the Stock Administrator may implement separate plans for those Eligible
Associates that are revised as necessary to conform to local tax laws and
regulations.

2.       PARTICIPATION IN THE PLAN

2.1      Eligibility.

         (a)      General Rule. 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:

                  (i)    The Eligible Associate (together with certain
                  affiliates of the Eligible Associate 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 Participating Affiliate (computed in accordance with
                  Section 423(b)(3) of the Tax Code; or

                  (ii)   The Eligible Associate would have the right to purchase
                  stock under all the employee stock purchase plans described in
                  Section 423 of the Tax Code of the Company and its
                  Subsidiaries more than $25,000 of stock (computed based on the
                  fair market value on the Enrollment Date in accordance with
                  Section 423(b)(3) 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

1998 Associate Stock Purchase Plan  Page 1 of 14 

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

         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 designate a
beneficiary by filing a written beneficiary designation form with the Stock
Administrator. Such beneficiary shall receive any refunds under Section 2.7 of
amounts not used to purchase Shares prior to Participant's death. Shares issued
prior to the Participant's death shall be delivered to the appropriate
representative of Participant's estate. If no beneficiary was designated, any
cash refunds 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% or, in the case of Incentive
         Compensation, a percentage not to exceed 50% selected by the Committee
         from time to time) 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.

         (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 funds, and will not pay interest on any of these
         funds.

         (c)      If the funds in the payroll deduction account of a Participant
         are in a currency other than United States dollars on any Exercise
         Date, for purposes of determining the maximum whole number of 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.


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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 at least 10 business days before
         the Exercise Date for then-current Offering Period. Delivery of a
         Withdrawal Agreement will:

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

                  (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, and

                  (ii)     refund to the Withdrawing Associate all amounts
                           previously withheld from his or her paychecks during
                           the then-current Offering Period, plus any other
                           amounts carried over from a previous Offering Period
                           as provided in Section 3.3.

2.7      Termination of Employment; Leave of Absence.

         (a)      If a Participant's employment with the Company terminates 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
                  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 

1998 Associate Stock Purchase Plan  Page 3 of 14 
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         Period, but will be deemed to have elected to stop participating in the
         Plan for each future Offering Period until he or she returns to work
         and submits a new Enrollment Form.

2.8      Transferability. Neither any monies credited to Participant's
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. 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 the date public trading of the Stock commences or
such other date specified by the Board and end on the last day of the first
month of the next calendar quarter (or the current calendar quarter if the first
Offering Period commences during the first month of a calendar quarter).

3.2      Grant of Option; Exercise Price.

         (a)      On each Enrollment Date, Perot Systems will grant each
         Participant an option to purchase on the next Exercise Date a number of
         whole 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, (ii) minus the number of whole 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 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 on the maximum number of Shares
         that may be purchased by that Participant.

         If the funds withheld from the Participant's paycheck during the
         applicable Offering Period exceed the funds necessary to purchase the
         number of whole shares described above by less than the Fair Market
         Value of a whole Share, the excess amount will be retained by


1998 Associate Stock Purchase Plan  Page 4 of 14 
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         Perot Systems or the Employer for the benefit of the Participant as his
         or her additional contribution for the next Offering Period. If the
         excess amount represents more than the Fair Market Value of a
         fractional Share, such excess funds shall be refunded to the
         Participant as soon as feasible after the Exercise Date.

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 Fair Market Value of the number of whole
Shares of Common Stock purchased by that Participant in that exercise.

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 associate, or (ii) the termination of the
         Eligible Associate's employment by the Employer.

                  (i)      As soon as practical after termination of an Eligible
                  Associate's employment by an Employer, certificates
                  representing shares purchased under the Plan will be issued in
                  the name of that Eligible Associate or, if timely requested by
                  that Associate 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 Eligible Associate. 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 Perot Systems in connection with such issuance
or initial transfer.

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 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.


1998 Associate Stock Purchase Plan  Page 5 of 14 
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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 
its adoption by the Board, provided that no Offering Period may commence until
the later of (i) the day on which the Common Stock is listed for trading
(including any listing on a when-issued basis) on a national securities
exchange or the national market system of the National Association of
Securities Dealers Automated Quotation system, or (ii) the day on which a
Registration Statement under the Securities Act of 1933, as amended, covering
the shares to be issued under the Plan becomes effective. This Plan will remain
effective for a term of ten years, 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 10,000,000 Shares, which number will be 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
         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 laws and regulations of each applicable
         country and other jurisdiction, 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.

1998 Associate Stock Purchase Plan  Page 6 of 14 


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         (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.

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.

                  (vii)     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 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 administered by a Stock Administrator appointed
         by the Board, subject to the Board's 


1998 Associate Stock Purchase Plan  Page 7 of 14 
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         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 administer, or select and direct a Plan Custodian 
                  to administer, this Plan in accordance with its terms;

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

                  (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 an Eligible
                  Associate 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 he or she 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 Associate any
                  information necessary to administer 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;

                  (xi)     To interpret and construe the Plan; and

                  (xii)    To make any changes or modifications necessary to
                  administer and implement the provisions of this Plan in any
                  foreign country to the fullest extent possible, including but
                  not limited to creation of parallel plans as contemplated by
                  Section 1.3.

1998 Associate Stock Purchase Plan  Page 8 of 14 
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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 5.1) or (ii) amend the requirements as to the class of
         Associates eligible to purchase Shares under this Plan, or, if a
         Committee is appointed to administrate this Plan, permit the members of
         the Committee to participate in this Plan.

                  (i)      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 make any change in any option granted under
                  this Plan that adversely affects the rights of any Participant
                  without the consent of that Participant.

         (b)      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).

4.6      Approval of the Shareholders. Commencement of the Plan will be subject
to approval by the shareholders of the Company within 12 months after the date
the Plan is adopted. Notwithstanding any provision to the contrary, failure to
obtain such shareholder 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 or 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, and
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)      "Common Stock" means the Class A Common Stock, $.01 par value
         per share, of Perot Systems.



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         (3)      "Company" means Perot Systems, its subsidiaries and
         affiliates.

         (4)      "Eligible Associate" means a natural person who on an
         Enrollment Date is (i) employed as an employee of an Employer for more
         than 20 hours per week on a regular basis by an Employer, and (ii) not
         engaged under an independent contractor or similar agreement, whether
         or not such person is determined to be an independent contractor.

         (5)      "Eligible Compensation" means the total compensation paid to a
         Participant by any Employer during an Offering Period, including wages,
         salary, overtime, holiday, vacation, sick pay, shift premiums, bonuses
         and salary continuations, but shall not include relocation assistance
         payments, geographical hardship pay, noncash prizes and awards,
         automobile allowances, severance type payments and nonqualified
         deferred executive compensation.

         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).

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

         (7)      "Enrollment Agreement" means the agreement submitted to the
         Stock Administrator pursuant to Section 2.2.

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

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

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

         (11)     "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 mean of the high and low sale prices
         for the 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 selected by the Board , or (b) if no sales of
         Common Stock occurred on that date, the mean of the closing bid and
         asked prices (regular way) 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.

         (12)     "Incentive Compensation" means bonuses and other incentive
         compensation specified by the Committee that forms part of Eligible
         Compensation. Incentive Compensation shall not include wages, salary,
         overtime, holiday, vacation, sick pay, shift premiums and salary
         continuations.

1998 Associate Stock Purchase Plan  Page 10 of 14 
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         (13)     "Offering Period" means each period commencing on the first
         day of the second month following the end of a calendar quarter (except
         as provided in Section 3.1), 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.

         (14)     "Participant" means an Eligible Associate who has elected to
         participate in an Offering Period and continues to participate in the
         Offering Period through the Exercise Date.

         (15)     "Participant Account" means any account or accounting entry
         maintained by Perot Systems, the Employer 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.

         (16)     "Participating Affiliate" means (1) each corporation, domestic
         or foreign, of which Perot Systems, directly or indirectly, holds, on
         the applicable Enrollment 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 of its subsidiaries which are approved by the Board to participate
         in this Plan, and (2) each other corporation, joint venture, general or
         limited partnership, limited liability company or other business
         entity, domestic or foreign; both (1) and (2) as approved by the Board
         to participate in this Plan, provided that the Board will not approve
         any business entity for participation in this Plan (although such
         participation may be approved in a parallel plan as contemplated in
         Section 1.3) if its participation would disqualify this Plan under the
         Tax Code.

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

         (18)     "Plan" means this Perot Systems Corporation 1998 Associate
         Stock Purchase Plan, as amended from time to time.

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

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

         (21)     "Stock Administrator" means the person appointed by the Board
         to act on behalf of the Board and administer the day to day operations
         of this Plan in accordance with its terms.

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

         (23)     "Withdrawal Agreement" means the agreement submitted to the
         Stock Administrator pursuant to Section 2.2.


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

         (25)     "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.

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 (1) a dissolution or liquidation of Perot Systems or a sale
         of all or substantially all of Perot Systems' assets; (2) a merger or
         consolidation in which Perot Systems is not the surviving corporation;
         (3) 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 (4)
         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 (1) personally delivered to that
         person, (2) electronically transmitted to a person who on the date of
         that transmission either is an Associate or has consented to receiving
         notices by electronic transmission to the last known electronic
         transmission address of that person, or (3) 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.

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         (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 (1)
         received in tangible written form by the Stock Administrator at Perot
         Systems' Corporate Headquarters address, or (2) electronically
         transmitted by an 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.

         (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 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 (i) to continue
employment with any Employer, (ii) any legal or equitable right 

1998 Associate Stock Purchase Plan  Page 13 of 14 
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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 Company, or (iii) 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 1998 Associate Stock Purchase Plan has been adopted by the Board of
Directors of Perot Systems on July 17, 1998.

PEROT SYSTEMS CORPORATION


By:
   ----------------------------------
Date:
     --------------------------------



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