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                                                                        12/22/95

                                                                   EXHIBIT 10.34

                                               MORTON  H. MEYERSON
                                                RESTRICTED STOCK


                           RESTRICTED STOCK AGREEMENT





THIS AGREEMENT, dated as of December 22, 1995, is by and between Perot Systems
Corporation ("Perot Systems"), a Delaware corporation and Morton H. Meyerson
("Participant").

                                  WITNESSETH:

WHEREAS, Perot Systems has adopted the Perot Systems Corporation Restricted
Stock Plan (the "Plan") to enable employees of Perot Systems and its
subsidiaries to acquire shares of Common Stock, $0.01 par value, of Perot
Systems ("Common Stock") in accordance with the provisions of the Plan; and

WHEREAS, the Restricted Stock Committee of Perot Systems (the "Committee") has
selected Participant to participate in the Plan and granted Participant the
right to purchase shares of Common Stock in accordance with the terms and
conditions of this Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises
and other terms and conditions set forth in this Agreement, Perot Systems and
Participant agree as follows:

1.       Purchase and Sale. Subject to the terms, conditions, and restrictions
         set forth in this Agreement, Perot Systems hereby sells to
         Participant, and Participant hereby purchases from Perot Systems, for
         a purchase price of $1.75 per share payable contemporaneously with the
         execution hereof, 200,000 shares of Common Stock (such shares,
         together with any successor security, property or cash issued or
         distributed by Perot Systems or any successor entity, whether by way
         of merger, consolidation, share exchange, reorganization, liquidation,
         recapitalization, dividend or otherwise on such shares, the
         "Restricted Stock").

2.       Stock Repurchase.

                 (a)      Subject to Section 2(e) below, if (A) Participant
         voluntarily resigns from his position as a Director of Perot Systems
         and if Participant and Perot Systems do not reach a mutually agreeable
         arrangement for Participant to remain with Perot Systems or (B) the
         SBC Event has not occurred by September 1, 1996 (the first such event
         to occur the "Repurchase Event"), Perot Systems shall have the right
         to repurchase from the Buyer the Unvested Stock (as defined below) for
         the Repurchase Amount (as defined below) (the "Repurchase").

                 (b)      Upon the occurrence of the Repurchase Event, Perot
         Systems shall have 30 days to give written notice (the "Repurchase
         Notice") to the Buyer of Perot Systems' decision to cause the
         Repurchase. The Repurchase Notice shall state the number of the
         Unvested Stock (as defined below). Subject to Section 2(c) below, the
         Buyer shall then have 30 days to deliver to Perot Systems stock
         certificates representing the number of




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         shares of the Unvested Stock in exchange for the payment by Perot
         Systems to the Buyer of the Repurchase Amount, with payment to be made
         by check or wire transfer of same-day funds.

                 (d)      For purposes of this Section 2, the following terms
         shall be defined as set forth below:

                                  (i)      "SBC Event" means the occurrence of
                 both (1) the execution by Perot Systems Corporation or its
                 subsidiary and Swiss Bank Corporation or its subsidiary of the
                 SBC Warburg EPI Agreement in substantially the form as
                 provided in the December 21, 1995 draft, with such changes
                 thereto as the officer executing the same for Perot Systems
                 may deem appropriate, such appropriateness to be conclusively
                 evidenced by such officer's signature thereto, and (2) to the
                 extent that such SBC Warburg EPI Agreement contains a
                 provision specifically permitting Swiss Bank Corporation to
                 unwind such agreement before September 1, 1996 if approval of
                 the Board of Governors of the Federal Reserve System is not
                 obtained, then the expiration of such period as provided in
                 the agreement without such an unwind, or earlier if such
                 consent is obtained.


                                  (ii)     "Repurchase Amount" means the
                 product of (i) number of the Unvested Stock and (ii) the sum
                 of $1.75 and interest on such $1.75 at an interest rate of 8%
                 per annum, compounded annually, and computed from the date of
                 this Agreement to the date of the Repurchase.

                                  (iii)    "Unvested Stock" means a number of
                 shares of Perot Systems' common stock equal to the product of
                 (a) 200,000 minus the number of shares of Restricted Stock
                 purchased hereunder that Participant transfers to affiliates
                 (who may be affiliated by marriage) of employees or
                 consultants of Perot Systems or its subsidiaries after the SBC
                 Event and (b) 1 minus the quotient of the number of full
                 months that Participant remains as a Director of Perot Systems
                 commencing on the Effective Date, divided by sixty months,
                 provided that the number of the Unvested Stock shall never be
                 less than zero (0).

                                  (iv)     "Vested Stock" means the Restricted
                 Stock minus the Unvested Stock.

                 (e)      Notwithstanding anything in this Section 2 to the
         contrary, Participant shall not have voluntarily resigned from Perot
         Systems if his decision to resign from Perot Systems (or his inability
         to continue to serve Perot Systems in such capacity) is caused by one
         or more of the following events:

                                  (i)      the death or disability of
                 Participant or the termination of Participant by Perot Systems
                 from his position as a Director (and disability shall occur
                 upon the mental or physical disability of Participant that
                 will permanently prevent Participant from performing his
                 duties for Perot Systems);


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                                  (ii)     a request to provide full-time
                 services to the U.S. government or an agency thereof or one
                 working for such government or agency and after consulting
                 with Participant, Perot Systems' Board of Directors agrees to
                 permit Participant to leave his position a Director of Perot
                 Systems;

                                  (iii)    Participant is constructively
                 terminated from his position, such as being assigned tasks to
                 perform work not suitable for a Director;

                                  (iv)     Perot Systems requests Participant
                 to relocate from the City of Dallas;

                                  (v)      Perot Systems demands excessive
                 travel from Participant;

                                  (vi)     Perot Systems, its Board of
                 Directors, or one of Perot Systems' officers requests
                 Participant to engage in any conduct that is not moral or
                 ethical or in violation of law; or

                                  (vii) the Board of Directors of Perot Systems
                 makes a major change in corporate policy or has decided that
                 Perot Systems should engage in a significant corporate
                 development or transaction and Participant has voted against
                 such decision or Participant is not present at the meeting
                 where the decision is made; provided that (a) Participant has
                 delivered written notice to each of the members of the Board
                 of Directors within 5 days of the date of the Board decision
                 (or if Participant is not present at the meeting when the
                 decision is made, within 5 days of notice from the Board to
                 him of its decision), requesting the Board to reverse its
                 decision and informing the Board that he intends to resign
                 because of such decision and (b) the Board has not reversed
                 its decision and so informed Participant within 30 days of
                 the receipt of the notice given by Participant. This provision
                 will not apply to the refusal by the Board of Directors to
                 approve a policy, development or transaction recommended by
                 Participant.

3.       Compliance with Securities Laws. Participant hereby represents and
         warrants that Participant has acquired the Restricted Stock for
         Participant's own account and not with a view to any resale or
         distribution thereof.  Participant agrees that neither he nor any
         subsequent holder of the Restricted Stock will sell or otherwise
         transfer any shares of Restricted Stock in any way that may result in
         a violation of any federal or state securities laws or regulations.
         Participant further acknowledges and agrees that Perot Systems may
         require any subsequent purchaser or other transferee of shares of
         Restricted Stock that cannot be publicly traded to provide Perot
         Systems, prior to such sale or other transfer, with such
         representations, commitments and opinions regarding compliance with
         applicable securities laws and regulations as Perot Systems may deem
         necessary or advisable.

4.       Stock Certificate. If requested by Participant, Perot Systems will
         issue and deliver to Participant certificates representing any shares
         of Vested Stock held by Participant. Perot


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         Systems may require that any certificates or other property
         representing shares of Unvested Stock remain in the possession of
         Perot Systems or an escrow agent designated by the Committee. Each
         certificate representing Vested Stock or Unvested Stock shall bear
         such legends as the Committee may determine to be necessary or
         appropriate. Whether or not certificates representing such shares have
         been issued or delivered, Participant shall have all the rights of a
         shareholder of Restricted Stock, including voting, dividend and
         distribution rights, with respect to all shares of Restricted Stock,
         both Vested Stock and Unvested Stock, held by Participant, but any and
         all stock and/or cash dividends (other than normal periodic cash
         dividends), distributions in property, or other distributions made on
         or in respect of the Restricted Stock, whether resulting from a
         subdivision, combination or reclassification of the Restricted Stock
         of any issuer thereof or received in exchange for Restricted Stock or
         any part thereof or as a result of any merger, consolidation,
         acquisition or other exchange of assets to which any such issuer may
         be a party or otherwise, and any and all cash and other property
         received in exchange for the Restricted Stock or received in payment
         of the principal of or in redemption of the Restricted Stock (either
         at maturity, upon call for redemption or otherwise), shall remain in
         the possession of Perot Systems for Unvested Stock.

5.       Income Tax Withholding.  Participant acknowledges and agrees that
         Participant shall, upon request by Perot Systems from time to time,
         reimburse Perot Systems for, or Perot Systems may withhold from sums
         otherwise payable to Participant, any amounts Perot Systems is
         required to remit to applicable taxing authorities as income tax
         withholding with respect to the Restricted Stock. If Participant fails
         to reimburse Perot Systems for any such amount when requested, Perot
         Systems shall have the right to recover that amount by selling
         sufficient shares of Participant's Unvested Stock.

6.       Compliance with Plan. Participant acknowledges that this Agreement is
         entered into, and the Restricted Stock is issued, pursuant to the Plan
         and agrees to comply with the provisions of the Plan, as it may be
         amended from time to time, to the extent that such provisions are not
         inconsistent with the provisions of this Agreement.

7.       Notices. Any notice to Perot Systems or Company that is required or
         permitted by this Agreement shall be addressed to the attention of the
         Secretary of Perot Systems at its principal office. Any notice to
         Participant that is required or permitted by this Agreement shall be
         addressed to Participant at the most recent address for Participant
         reflected in the appropriate records of Perot Systems. 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 to be effective and, if mailed, shall be deemed to have been
         given on the third business day after the same is enclosed in an
         envelope, addressed to the party to be notified at the appropriate
         address, properly stamped, sealed and deposited in the United States
         mail, and, if mailed to Perot Systems, by certified mail, return
         receipt requested.




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8.       Remedies. Perot Systems shall 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.

9.       Assignment. This Agreement shall inure to the benefit of and be
         binding upon the parties hereto and their respective heirs, personal
         representatives, successors, and assigns. However, Participant shall
         not, and shall not have the power to, assign this Agreement or any
         rights relating to this Agreement without the prior written consent of
         Perot Systems. By signing this Agreement, Participant consents to the
         personal jurisdiction of such courts in any such action.

10.      Attorneys' Fees. If any action at law or in equity is necessary to
         enforce or interpret the terms of this Agreement, the prevailing party
         shall be entitled to reasonable attorneys' fees, costs, and necessary
         disbursements in addition to any other relief to which that party may
         be entitled.

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

12.      Headings. The section headings used herein are for reference and
         convenience only and shall not enter into the interpretation hereof.

13.      Governing Law. This Agreement shall be governed by and construed in
         accordance with the laws of the State of Texas, without regard to the
         choice of law rules in such law.

14.      Entire Agreement. This Agreement, together with the Plan and any
         procedures adopted by the Committee thereunder, constitutes the entire
         agreement between the parties hereto with respect to its subject
         matter and may be waived or modified only in writing.

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

PARTICIPANT                             PEROT SYSTEMS CORPORATION



/s/ MORTON H. MEYERSON                  By: /s/ PETER A. ALTABEF
----------------------------               -------------------------------------
      Morton H. Meyerson                        Peter A. Altabef
                                           TITLE: Vice President and
                                                  General Counsel


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                               CONSENT OF SPOUSE

As the spouse of Participant, I consent to be bound by this Restricted Stock
Agreement and agree that this consent shall be binding on my interest under
this Agreement and on my heirs, legatees and assigns.

                                          /s/  MARLENE MEYERSON
                                         ---------------------------------------
                                                        SIGNATURE

                                                      MARLENE MEYERSON
                                         ---------------------------------------
                                                        PRINTED NAME


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                                  ATTACHMENT A

                 NOTICE OF EXERCISE OF RIGHT TO PURCHASE SHARES
                              OF RESTRICTED STOCK

                             MORTON H. MEYERSON



I hereby notify Perot Systems Corporation that I am exercising my right under
the Restricted Stock Agreement between me and Perot Systems dated as of
December 22, 1995, and purchasing 200,000 shares of Common Stock of the
Corporation at $1.75 per share, of $350,000 in total, which I herewith tender
in cash, by check or an executed note payable to Perot Systems Corporation.

In connection with this purchase, I hereby represent to Perot Systems
Corporation that I am purchasing these shares for investment and not with a
view to any resale or distribution thereof.


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                                         Signed

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                                         Dated


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