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                                PLEDGE AGREEMENT

         This Pledge Agreement (the "Agreement") is made as of August 27, 1997,
by and between Perot Systems Corporation, a Delaware corporation ("PSC"), and
John E. King ("Pledgor").

         WHEREAS, Pledgor owns certain shares of PSC's Class A common stock
pursuant to a Restricted Stock Agreement dated as of June 1, 1988 (the
"Restricted Stock Agreement");

         WHEREAS, PSC has extended credit to Pledgor and may extend additional
credit pursuant to the terms of a Promissory Note, dated as of the date hereof,
in the amount of $250,000 (the "Note");

         NOW, THEREFORE, to secure the Obligations (as defined below), Pledgor
and PSC hereby agree as follows:

         1. Definitions. Capitalized terms that are not otherwise defined in
this Agreement have the meanings assigned to such terms in the Restricted Stock
Agreement or the Note, as appropriate.


         2. Pledge of Securities. Pledgor hereby pledges and grants to PSC a
security interest in the following:

            (a) 50,000 shares of the Restricted Stock purchased by Pledgor
         pursuant to the Restricted Stock Agreement, being those shares
         evidenced by certificate no. 3539, together with any other shares of
         capital stock of PSC that may be distributed with respect to such
         Restricted Stock (collectively, the "Securities"), and all rights and
         privileges pertaining thereto;

            (b) all proceeds, products, cash, securities, dividends, increases,
         distributions and profits received from or on the Securities (the
         "Proceeds"), including without limitation distributions or payments in
         partial or complete liquidation or redemption, or as a result of
         reclassifications, readjustments, reorganizations or changes in the
         capital structure of the issuer of the Securities; and

            (c) all subscriptions, warrants, options, preemptive rights and
         other rights issued or otherwise granted by the issuer of the
         Securities or any other person on or in connection with the Securities
         or any other item of the Collateral (as defined below);

         (all of such property and rights described in items (a), (b) and (c)
         above are herein collectively called the "Collateral");

TO HAVE AND TO HOLD the Collateral, together with all rights, titles, interests,
privileges and preferences appertaining to or incidental thereto, unto PSC, and
its respective successors and


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assigns, forever, subject, however, to the terms, covenants and conditions
hereinafter set forth. The security interest granted and the assignments made
hereunder are made as security only and shall not subject PSC to, or transfer or
in any way affect or modify, any obligation of Pledgor with respect to any of
the Collateral or any transaction involving or giving rise thereto.

         3. Obligations Secured. The pledge and security interest in the
Collateral granted hereby secures payment and performance of the following
obligations of Pledgor to PSC, whether now outstanding or incurred after the
date hereof (the "Obligations"): (a) all principal, interest, fees, expenses,
obligations and liabilities of Pledgor arising pursuant to or represented by the
Note; (b) all taxes, assessments, insurance premiums, brokerage fees, reasonable
attorneys' fees and other expenses of sale of the Collateral; (c) Pledgor's
performance of his obligations under the Note, this Agreement and the Restricted
Stock Agreement; and (d) all renewals, extensions and modifications of the
indebtedness and obligations referred to in the foregoing clauses, or any part
thereof.

         4. Pledgor's Warranties and Indemnity. Pledgor represents, warrants and
covenants to PSC (a) that Pledgor is and will be the lawful owner of the
Securities, (b) that the Securities are and will remain free and clear of all
liens, encumbrances and security interests other than the security interest
granted by Pledgor hereunder, and (c) that Pledgor has the right and authority
to pledge the Securities and otherwise to comply with the provisions hereof. If
any adverse claim is asserted in respect of the Securities or any portion
thereof, except such as may result from an act of PSC not authorized hereunder,
Pledgor shall indemnify PSC and hold PSC harmless from and against any losses,
liabilities and expenses (including reasonable counsel fees) incurred by PSC in
exercising any right, power or remedy of PSC hereunder or defending, protecting
or enforcing the security interests created hereunder. Any such loss, liability
or expense so incurred shall be paid by Pledgor upon demand, and shall become
part of the Obligations of Pledgor secured pursuant to this Agreement. Pledgor
agrees to execute a stock power in blank for each certificate evidencing any of
the Securities and to deliver all such Securities certificates with stock powers
to PSC. PSC hereby consents to the pledge of the Securities to PSC hereunder,
notwithstanding any restrictions on transfer of the Securities set forth in the
Restricted Stock Agreement.

         5. Negative Covenants. Pledgor covenants and agrees that, unless PSC
otherwise consents in writing Pledgor will not: (a) sell, assign or transfer any
rights of Pledgor in the Collateral; or (b) create any lien in, or security
interest in, or otherwise encumber, the Collateral, or any part thereof, or
permit the same to be or become subject to any lien, attachment, execution,
sequestration, other legal or equitable process, or any encumbrance of any kind
or character, except the security interest herein created in favor of PSC.

         6. Dividends and Other Distributions.

            (a) Pledgor shall cause all non-cash dividends and distributions
         with respect to the Securities (including without limitation any stock
         dividends and any distributions made on or in respect of the
         Securities, whether resulting from a subdivision, combination or
         reclassification of the Securities or received in exchange for or in
         respect of the Securities or any part thereof or as a result of any
         merger, consolidation,

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         acquisition or other transaction) to be distributed directly to PSC, to
         be held by PSC as additional Collateral; and if any such distribution
         is made to Pledgor, he shall receive such distribution in trust for PSC
         and shall immediately transfer it to PSC.


            (b) So long as no Event of Default or Potential Default has occurred
         and is continuing, Pledgor shall be entitled to receive any cash
         dividends payable in respect of the Securities; provided that, upon
         receipt of any such cash dividend, Pledgor will promptly (and in any
         event within 30 days) pay to PSC in respect of the Obligations (to the
         extent of the Obligations then outstanding) the full amount of such
         cash dividend less any income taxes payable by Pledgor as a result of
         such cash dividend, and, pending such payment, such cash dividend will
         continue to constitute Collateral hereunder.

         7. Voting Rights. So long as no Event of Default or Potential Default
has occurred and is continuing, Pledgor shall be entitled to exercise any and
all voting rights pertaining to the Securities for any purpose not inconsistent
with the terms of the Note or this Agreement.

         8. Termination of Rights. During any period when an Event of Default
has occurred and is continuing, all rights of Pledgor to receive dividends
pursuant to Section 6(b) or to exercise voting rights pursuant to Section 7
shall cease and all such rights shall thereupon become vested in PSC, which
shall have the sole and exclusive right and authority to dispose of the
Securities and to receive dividends and exercise voting rights in respect of the
Securities. Further, PSC shall have the right, during the continuance of any
Event of Default, to notify and direct the issuer of the Securities to make all
payments, distributions, dividends and any other distributions payable in
respect thereof directly to PSC. The issuer of the Securities making any payment
or distribution to PSC hereunder shall be fully protected in relying on the
written statement of PSC that it then holds a security interest that entitles
PSC to receive such payments and distributions. Any and all money and other
property paid over to or received by PSC pursuant to the provisions of this
Section 8 shall be retained by PSC as additional collateral hereunder and may be
applied in accordance with the provisions hereof.

         9. Rights and Remedies of PSC Upon and After Default.

            (a) Remedies. Upon the occurrence of an Event of Default, and in
         addition to any and all other rights and remedies which PSC may then
         have under this Agreement, the Restricted Stock Agreement, the laws of
         the United States or the Uniform Commercial Code, as then in effect in
         Texas (the "Code"), or otherwise, PSC may: (i) declare the entire
         unpaid balance of principal of and all accrued interest on the
         Obligations immediately due and payable, without notice (including
         notice of intention to accelerate and notice of acceleration) except as
         required under the Note, demand or presentment, which are hereby
         waived; (ii) reduce its claim to judgment, foreclose or otherwise
         enforce its security interest in all or any part of the Obligations by
         any available judicial procedure; (iii) after notification, if any,
         expressly provided for herein, sell or otherwise dispose of, at the
         office of PSC, or elsewhere as chosen by PSC, all or any part of the
         Collateral, and any such sale or other disposition may be as a unit or
         in parcels, by public or private proceedings, and by way of one or more
         contracts, (it being

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         agreed that the sale of any part of the Collateral shall not exhaust
         the power of sale granted hereunder, but sales may be made from time to
         time until all of the Collateral has been sold or until the Obligations
         have been paid in full), and at any such sale it shall not be necessary
         to exhibit the Collateral; (iv) at PSC's discretion, retain the
         Collateral in satisfaction of the Obligations whenever the
         circumstances are such that PSC is entitled to do so under the Code;
         (v) apply by appropriate judicial proceedings for appointment of a
         receiver for the Collateral, or any part thereof, and Pledgor hereby
         consents to any such appointment; (vi) purchase the Collateral at any
         public sale; (vii) purchase the Collateral at any private sale if
         permitted by the Code; and/or (viii) exercise the rights set forth in
         Section 10 hereof.

            (b) Sale of Securities. Pledgor recognizes that PSC may be unable to
         effect a public sale of any or all of the Securities by reason of
         certain prohibitions contained in the federal securities laws and
         applicable state or foreign securities laws, and thus may resort to one
         or more private sales thereof to a restricted group of purchasers who
         will be obliged to agree, among other things, to acquire such
         securities for their own account for investment and not with a view to
         the distribution or resale thereof. Pledgor acknowledges and agrees
         that any such private sale may result in prices and other terms less
         favorable to the seller than if such sale were a public sale and,
         notwithstanding such circumstances, agrees that any such private sale
         shall be deemed to have been made in a commercially reasonable manner.
         PSC shall be under no obligation to delay a sale of any of the
         Securities for the period of time necessary to permit the issuer of
         such securities to register such securities for public sale under the
         federal securities laws, or under applicable state securities laws,
         even if such issuer would agree to do so. Upon the consummation of any
         private or public sale, PSC shall have the right to deliver, assign,
         and transfer to the purchaser thereof the Securities so sold. Each
         purchaser at any such sale shall hold the property sold absolutely free
         from any claim or right of whatsoever kind, and Pledgor hereby waives
         (to the extent permitted by law) all rights of redemption, stay and/or
         appraisal which it has or may at any time in the future have under any
         rule of law or statute now existing or hereafter enacted. PSC shall
         give Pledgor notice of PSC's intention to make any such public or
         private sale at broker's board or on a securities exchange to the
         extent required hereunder or by the Code. Such notice, in case of sale
         at broker's board or on a securities exchange, shall state the board or
         exchange at which such sale is to be made and the day on which the
         Securities, or that portion thereof so being sold, will first be
         offered for sale at such board or exchange. At any such sale the
         Securities may be sold in one lot as an entirety or in separate
         parcels, as PSC may determine. PSC shall not be obligated to make any
         such sale pursuant to any such notice if PSC shall determine not to do
         so, regardless of the fact that notice of sale of the Securities may
         have been given. PSC may without notice or publication, adjourn any
         public or private sale or cause the same to be adjourned from time to
         time by announcement at the time and place fixed for the sale, and such
         sale may be made at any time or place to which the same may be so
         adjourned. In case of any sale of all or any part of the Securities on
         credit or for future delivery, the Securities so sold may be retained
         by PSC until the selling price is paid by the purchaser thereof, but
         PSC shall not incur any liability in case of the failure of such
         purchaser to take up and pay for the 


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         Securities so sold and, in case of any such failure, such Securities
         may again be sold upon like notice. PSC may also, at its discretion,
         proceed by a suit or suits at law, or in equity to foreclose its
         security interest and sell the Securities, or any portion thereof,
         under a judgment or decree of a court or courts of competent
         jurisdiction. If any consent, approval or authorization of any state,
         municipal or other governmental department, agency or authority should
         be necessary to effectuate any sale or other disposition of the
         Securities or any part thereof, Pledgor shall execute all such
         applications and other instruments as may be required in connection
         with securing any such consent, approval or authorization, and will
         otherwise use Pledgor's best efforts to secure the same.

            (c) Notification. Reasonable notification of the time and place of
         any public sale of the Collateral, or reasonable notification of the
         time after which any private sale or other intended disposition of the
         Collateral is to be made, shall be sent to Pledgor and to any other
         person entitled under the Code to notice; provided, that if the
         Collateral threatens to decline quickly in value, or if otherwise
         permitted by the Code, PSC may (but shall not be obligated to) sell or
         otherwise dispose of the Collateral without notification, advertisement
         or other notice of any kind. It is agreed that notice sent or given not
         less than ten calendar days prior to the taking of the action to which
         the notice relates is reasonable notification and notice for the
         purposes of this section.

            (d) Application of Proceeds. Upon the maturity of the Obligations or
         any part thereof, whether such maturity be by such terms of such
         instruments or through the exercise of any power of acceleration, PSC
         is authorized and empowered to apply any and all funds realized from
         the sale of the Collateral not previously credited against the
         Obligations first toward the payment of the costs, charges and
         expenses, if any, incurred in connection with the collection of such
         funds hereunder, and then toward the payment of the Obligations in such
         order as PSC, in its sole discretion, shall deem appropriate, and shall
         pay the balance remaining (if any) to Pledgor as prescribed by the Code
         or as a court of competent jurisdiction may direct.

         10. Attorney-in-Fact. Pledgor hereby appoints PSC as the
attorney-in-fact for Pledgor for the purpose of carrying out the provisions of
this Agreement and taking any action and executing any instrument which PSC may
deem necessary or advisable to accomplish the purposes hereof, which appointment
is irrevocable and coupled with an interest. Without limiting the generality of
the foregoing, PSC shall have the right and power to receive, endorse and
collect all checks and other orders for the payment of money made payable to
Pledgor and included within the Collateral and to give full discharge for the
same. Neither PSC nor any director or officer of the issuer of the Securities
shall have any liability for the distribution to and collection of the Proceeds
by PSC, but shall be fully protected in relying on the written statement of PSC
as to its authorization pursuant to this paragraph. Any and all amounts
collected by PSC pursuant hereto shall be applied against the Obligations in the
manner that PSC shall determine, in PSC's sole and absolute discretion.


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         11. Certain Other Rights of PSC.

            (a) Duty of Care. PSC's only duty with respect to the Collateral
         shall be to exercise reasonable care to secure the safe custody
         thereof. PSC shall not have a duty to fix or preserve rights against
         prior parties to the Collateral, and shall never be liable for its
         failure to use diligence to collect any amount payable with respect to
         the Collateral, but shall be liable only to the account of Pledgor for
         what PSC may actually collect or receive thereon.

            (b) Financing Statement. PSC shall have the right at any time to
         execute and file this Agreement or a copy of this Agreement as a
         financing statement, but the failure of PSC to do so shall not impair
         the validity or enforceability of this Agreement.


            (c) Payment of Expenses. At PSC's option, PSC may discharge taxes,
         liens and interest, perform or cause to be performed, for and on behalf
         of Pledgor, any actions and conditions, obligations or covenants which
         Pledgor has failed or refused to perform and may pay for the repair,
         maintenance or preservation of any of the Collateral, and all sums so
         expended, including, but not limited to, attorneys' fees, court costs,
         agents' fee or commissions, or any other costs or expenses, shall bear
         interest from the date of payment at the highest legal rate and shall
         be deemed to constitute part of the Obligations secured by this
         Agreement.

         12. Cumulative Rights and Remedies. All rights and remedies of PSC
hereunder are cumulative of each other and of every other right or remedy which
PSC may otherwise have at law or in equity or under any other contract or other
writing for the enforcement of the security interest herein or the collection of
the Obligations, and the exercise by PSC of one or more rights or remedies shall
not prejudice or impair the concurrent or subsequent exercise of other rights or
remedies. Should Pledgor have heretofore executed or hereafter executed any
other security agreement in favor of PSC in which a security interest is created
as security for the debts of another or others, in respect of which Pledgor may
not be personally liable, the security interest therein created and all other
rights, powers and privileges vested in PSC by the terms thereof shall exist
concurrently with the security interest created herein, and, in addition, all
property in which PSC holds a security interest under any such other security
agreement shall also be part of the Collateral hereunder, and all or any part of
the proceeds of the sale or other disposition of such property may, in the
discretion of PSC, be applied by PSC in accordance with the terms hereof, and of
such other security agreement, or agreements, or any of them.

         13. Termination. Upon payment in full by Pledgor of all Obligations in
accordance with their terms, this Agreement shall terminate and PSC shall return
to Pledgor all certificates evidencing the Securities (and any related stock
powers) then held under this Agreement.

         14. Repurchase Option. If PSC exercises its right to cancel or
repurchase any of the Securities under the Restricted Stock Agreement, PSC shall
be entitled to release such Securities from the pledge under this Agreement and
cancel or repurchase such Securities in accordance with the terms of the
Restricted Stock Agreement. 



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         15. Further Assurances. Pledgor agrees to execute and deliver such
further instruments and take such further actions as PSC may reasonably request
from time to time to preserve or give effect to its rights under this Agreement.

         16. Action by PSC. Any election, consent, waiver or other action that
may be taken by PSC hereunder will be taken by the Chairman of the Board, unless
Pledgor is then serving in such capacity, in which case such action will be
taken by the Board.

         17. Notices. Any notice to PSC that is required or permitted by this
Agreement must be addressed to PSC at its principal office to the attention of
the President, with a copy to the General Counsel. Any notice to Pledgor that is
required or permitted by this Agreement must be addressed to Pledgor at the most
recent address for Pledgor reflected in the appropriate records of PSC. Either
party may at any time change its address for notification purposes by giving the
other prior written notice of the new address and the date upon which it will
become effective. Whenever this Agreement requires or permits any notice from
one party to another, the notice must be in writing and must be sent by courier,
overnight delivery service, facsimile or certified mail, return receipt
requested, and such notice will be deemed to be given (a) if sent by courier, on
the date actually delivered, (b) if sent by overnight delivery service, one day
after being sent, (c) if sent by telecopy, on the date that confirmation of
transmission is received by the sender, or (d) if sent by certified mail, on the
third business day after being mailed.

         18. Enforcement. This Agreement will be governed by and construed in
accordance with the laws of the State of Texas, without regard to the choice of
law rules thereof. PSC will be entitled, in addition to any other remedies it
may have at law or in equity, to temporary and permanent injunctive and other
equitable relief to enforce the provisions of this Agreement. Any action to
enforce the provisions of, or otherwise relating to, this Agreement may be
brought in the appropriate courts in Dallas, Dallas County, Texas, and Pledgor
hereby consents to the personal jurisdiction of such courts in any such action;
provided that, at the request of PSC or Pledgor, any claim or dispute arising
out of or relating to this Agreement or Pledgor's employment by PSC or the
termination of such employment, including any federal or state statutory claims,
will be resolved without resort to the courts solely through mediation and, if
mediation is not successful, through binding arbitration pursuant to the rules
of the American Arbitration Association. Neither party will be liable to the
other for punitive damages for any such claim or dispute. If any action at law
or in equity is necessary to enforce or interpret the terms of this Agreement,
the prevailing party will be entitled to reasonable attorneys' fees, costs and
necessary disbursements in addition to any other relief to which that party may
be entitled; provided that, if Pledgor becomes liable for any such fees, costs
or other disbursements, such amounts will become Obligations under the
applicable Note secured by this Agreement.

         19. Entire Agreement. This Agreement and the other documents and
instruments specifically referenced herein constitute the entire agreement
between the parties hereto with respect to the subject matter hereof and
thereof, and except as expressly set forth herein or therein, there are no
agreements or representations, written or oral, express or implied, with
respect to such subject matter. No provision of this Agreement may be modified,
waived or 



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discharged unless such waiver, modification or discharge is agreed to in writing
signed by Pledgor and PSC. No waiver by either party hereto of any condition or
provision of this Agreement to be performed by the other party will be deemed a
waiver of any other provisions or conditions at the same or at any prior or
subsequent time.

         20. Severability. If any provision of this Agreement is held to be 
invalid or unenforceable for any reason, the validity and enforceability of all 
other provisions of this Agreement will not be affected thereby.

         21. Counterparts. This Agreement may be executed in any number of
multiple counterparts and by different parties on separate counterparts, all of
which when taken together will constitute one and the same agreement.


         22. Assignment. Pledgor may not assign this Agreement or any rights or
obligations hereunder.

         IN WITNESS WHEREOF, and intending to be legally bound, Pledgor and a
duly-authorized representative of PSC have executed this Agreement as of the 
date first above written.


                                        /s/ JOHN E. KING
                                     ---------------------------------   
                                           John E. King, Pledgor

                                     PEROT SYSTEMS CORPORATION



                                     By:  /s/ ROB MORGAN
                                        ------------------------------  
                                     Name:    Rob Morgan
                                          ----------------------------   
                                     Title:   Assistant Secretary
                                           ---------------------------  



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