Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

(Certain confidential portions of this Exhibit have been omitted, as indicated
            by a { * } in the text, and filed with the Commission.)



                               SERVICES AGREEMENT

                                 By and between

                        MORGAN STANLEY DEAN WITTER & CO.

                                       And

                   INTERNATIONAL BUSINESS MACHINES CORPORATION

                          Effective as of July 1, 1999

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                               SERVICES AGREEMENT

This Services Agreement (the "Agreement"), effective as of July 1, 1999 (the
"Effective Date"), is entered into by and between Morgan Stanley Dean Witter &
Co., a Delaware corporation with a place of business located at 2500 Lake Cook
Road, Riverwoods, Illinois 60015 ("MSDW"), and International Business Machines
Corporation, a New York corporation with its principal place of business located
at New Orchard Road, Armonk, New York 10504 ("IBM"). As used in the Agreement,
"Party" means either MSDW or IBM, as appropriate, and "Parties" means MSDW and
IBM. The Parties agree that the following terms and conditions shall apply to
the services to be provided by IBM under the Agreement in consideration of
certain payments to be made by MSDW.

1.       BACKGROUND AND CONSTRUCTION

         1.1.     Background.
                  ----------

                  This Agreement is being made and entered into with reference
to the following:

                  (a)      On November 30, 1992, MSDW (f/k/a Dean Witter
                           Financial Services Group, Inc.) and IBM (f/k/a
                           Advantis) entered into that certain Master Agreement
                           for Systems Operations Services (the "1992
                           Agreement") whereby IBM agreed to provide MSDW with
                           certain data networking services, data processing
                           services and voice networking services to MSDW as
                           consideration for MSDW's commitment to pay certain
                           minimum annual payments to IBM.

                  (b)      On March 13, 1997, MSDW (f/k/a Dean Witter, Discover
                           & Co.) and IBM (f/k/a Advantis) entered into that
                           certain Amended Agreement for Systems Operations
                           Services (the "Previous Agreement" or the "1997
                           Agreement"), which amended and restated the Master
                           Agreement for Systems Operations Services between
                           MSDW and IBM. Under the Previous Agreement, as
                           amended, IBM agreed to provide MSDW, MSDW's
                           affiliates, and the clients of such entities certain
                           data networking services, data processing services
                           and voice networking services as consideration for
                           MSDW's commitment to pay certain amounts to IBM.

                  (c)      Prior to MSDW's divestiture of SPS Payment Systems,
                           Inc. ("SPS"), SPS was an Affiliate of MSDW entitled
                           to receive services provided by IBM under the
                           Previous Agreement. As of the Effective Date, SPS is
                           no longer an Affiliate of MSDW.

         1.2.     Construction.
                  ------------

                  (a)     Terms other than those defined in the Agreement shall
                          be given their plain English meaning, and those terms,
                          acronyms and phrases known in the information
                          technology services industry shall be interpreted in

                                       2

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                           accordance with their generally known meanings.
                           Unless the context otherwise requires, words
                           importing the singular include the plural and
                           vice-versa.

                     (b)   References to an "Article," "Section," or
                           "Subsection" shall be references to the articles,
                           sections, and subsections of this Services Agreement,
                           unless otherwise specifically stated.

                     (c)   The Article and Section headings in the Agreement are
                           intended to be for reference purposes only and shall
                           in no way be construed to modify or restrict any of
                           the terms or provisions of the Agreement.

                     (d)   The words "include," "includes," and "including"
                           shall mean "include but are not limited to,"
                           "includes but is not limited to," and "including but
                           not limited to," respectively.

        2.       DEFINITIONS

            2.1.     Certain Definitions.
                     -------------------

                     As used in the Agreement:

                     (a)   "Affiliate" means, with respect to any entity, any
                           other entity Controlling, Controlled by or under
                           common Control with such entity.

                     (b)   "Agreement" means this Services Agreement and the
                           Schedules attached to this Services Agreement, which
                           Schedules are hereby incorporated by this reference
                           into this Services Agreement.

                     (c)   "Annex" shall mean any of the annexes attached to an
                           Attachment.

                     (d)   "Applications Software" or "Applications" means those
                           programs and programming (including the software code
                           modules and routines, header files, supporting
                           documentation, programmer and user interfaces and
                           exits, media, on-line help facilities and tutorials)
                           that perform specific user related data processing
                           and telecommunications tasks and that are required
                           for the provision of, or are otherwise used in
                           conjunction with, the Services. { * }

                     (e)   "Attachment" means any attachment attached to a
                           Schedule, including any Annexes attached to such
                           attachment which Annexes are hereby incorporated by
                           reference into such attachment by this reference
                           subject to Section 22.15.

                     (f)   { * }

                     (g)   { * }

                     (h)   "Change Control Procedures" has the meaning set forth
                           in Section 9.5(b).

                                       3



<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                  (i)      "Confidential Information" has the meaning set forth
                           in Section 15.1.

                  (j)      "Contract Year" means any twelve (12) month period
                           commencing on the Effective Date or any anniversary
                           thereof.

                  (k)      "Control" and its derivatives mean with regard to any
                           entity { * } the legal, beneficial, or equitable
                           ownership, directly or indirectly, of greater than
                           fifty percent (50%) of the capital stock (or other
                           ownership interest, if not a corporation) of such
                           entity ordinarily having voting rights{ * }.

                  (l)      "Data Network Services" means collectively (i) those
                           services, functions and responsibilities described in
                           Article 3 of Schedule A to the Agreement, and (ii)
                           those services, functions and responsibilities
                           described in Article 4 of Schedule A to the Agreement
                           to the extent applicable to those services, functions
                           and responsibilities described in such Article 3, as
                           such services, functions and responsibilities
                           described in (i) and (ii) may evolve during the Term
                           and be supplemented and enhanced as provided by the
                           Agreement.

                  (m)      { * }

                  (n)      "Effective Date" has the meaning set forth in the
                           preamble to this Services Agreement.

                  (o)      "Equipment" means the computer and telecommunications
                           equipment owned or leased by MSDW or IBM (or in the
                           case of either Party, by an Affiliate of such
                           Party{ * }) that are necessary or used to provide the
                           Services. Equipment includes the following:
                           (i) computer equipment and associated attachments,
                           features, accessories, peripheral devices, and other
                           equipment, (ii) telecommunications equipment,
                           including private branch exchanges, multiplexers,
                           modems, hubs, bridges, routers, and other
                           telecommunications equipment; and (iii) related
                           services (e.g., maintenance and support services,
                           upgrades, subscription services) provided by third
                           parties (e.g., vendor, manufacturer, lessor) in the
                           same contract covering the provision of such
                           Equipment.  { * }

                  (p)      "Extraordinary Event" has the meaning set forth in
                           Section 10.5.

                  (q)      "Force Majeure Event" shall have the meaning set
                           forth in Section 19.3(a).

                  (r)      "Former Affiliate" has the meaning set forth in
                           Section 3.2(b).

                  (s)      "IBM" has the meaning set forth in the preamble to
                           this Services Agreement.

                  (t)      { * }

                  (u)      "IBM Confidential Information" has the meaning set
                           forth in Section 15.1(c).

                                       4





<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                 (v)       "IBM Equipment" means Equipment that is owned or
                           leased by IBM or any of IBM's Affiliates { * }.

                 (w)       "IBM Facility" means any operating location or office
                           of IBM, any IBM Affiliate { * } of either of such
                           entities, from which Services are provided.

                 (x)       "IBM Personnel" means { * } employees of IBM or its
                           Affiliates, including any temporary-duty personnel,
                           that perform any of the Services { * }.

                 (y)       "IBM Project Executive" has the meaning set forth in
                           Subsection 5.1 (c).

                 (z)       "IBM Software" means Software used by IBM in
                           providing the Services that is owned by IBM or any
                           IBM Affiliates. { * }

                           The Parties will negotiate in good faith to reach
                           written agreement, within { * } after the date
                           Amendment Six to this Agreement is signed, on the
                           { * } for the purpose of { * } and { * }.

                 (aa)      "International Agreements" shall have the meaning set
                           forth in Schedule N of the Agreement.

                 (bb)      "IPSS Services" mean collectively (i) those services,
                           functions and responsibilities described in Article 2
                           of Schedule A to the Agreement, and (ii) those
                           services, functions and responsibilities described in
                           Article 4 of Schedule A to the Agreement to the
                           extent applicable to those services, functions and
                           responsibilities described in such Article 2, as such
                           services, functions and responsibilities described in
                           (i) and (ii) may evolve during the Term and be
                           supplemented and enhanced as provided by the
                           Agreement.

                 (cc)      { * }

                 (dd)      "Key IBM Positions" means the positions set forth as
                           such in Schedule D.

                 (ee)      "Losses" means all losses, liabilities, damages and
                           claims, and all related costs and expenses (including
                           reasonable legal fees and disbursements and costs of
                           investigation, litigation, settlement, judgment,
                           interest and penalties).

                 (ff)      "Minimum Annual Revenue Commitment" shall have the
                           meaning set forth in Schedule C.

                 (gg)      { * }

                 (hh)      "Monthly Performance Report" has the meaning set
                           forth in Section 9.2.

                 (ii)      "MSDW" has the meaning set forth in the preamble to
                           this Services Agreement.

                                       5





<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

          (jj)  "MSDW Business Unit" means any of the Affiliates of MSDW from
                time to time and includes, with respect to any particular MSDW
                Affiliate, any entity permitted to receive Services from IBM
                pursuant to the Agreement. As of the Effective Date, the MSDW
                Business Units include: Novus Financial Corporation ("Novus
                Financial"), Discover Financial Services, Inc. ("Discover"),
                Dean Witter Reynolds Inc. (also known as Private Client Group)
                ("DWR", or Individual Investor Group ("IIG"), formerly known as
                "Private Client Group" or "PCG"), and Morgan Stanley & Co.
                ("Morgan Stanley").

          (kk)  "MSDW Confidential Information" has the meaning set forth in
                Subsection 15.1(b).

          (ll)  "MSDW Contract Executive" has the meaning set forth in
                Subsection 11.1(a).

          (mm)  "MSDW Data" means { * } all information provided to IBM{ * } by
                or on behalf of any recipient of the Services (as described in
                Section 3.2) that is entered into, or transmitted by or through,
                Software or Equipment{ * }. MSDW Data does not include Software.

          (nn)  "MSDW Equipment" shall mean Equipment that is owned or leased by
                MSDW or any of MSDW's Affiliates. As of the Effective Date, MSDW
                Equipment includes that Equipment set forth as such in Schedule
                J.

          (oo)  "MSDW Facility" means any operating location or office of MSDW
                or MSDW's Affiliates for which access to IBM Personnel is
                necessary for such personnel to provide the Services.

          (pp)  "MSDW Software" means Software owned by MSDW or any MSDW
                Affiliate (whether or not created by MSDW or an MSDW Affiliate)
                that is used to provide the Services. { * }

          (qq)  "New Services Amendment" or "NSA" shall mean an amendment to
                this Agreement in which IBM agrees to provide New Services to
                MSDW pursuant to pricing and terms set forth in such NSA. Each
                NSA shall be incorporated by reference into this Agreement and
                subject to the order of precedence set forth in Section 22.15. A
                form NSA is set forth in Schedule I.

          (rr)  "Out-of-Pocket Expenses" means reasonable and actual
                out-of-pocket expenses incurred by IBM for equipment, materials,
                supplies, or other services{ * }.

          (ss)  "Party" and "Parties" have the meaning set forth in the preamble
                to this Services Agreement.

          (tt)  "Performance Standard" has the meaning given in Section 8.1(a).

                                       6




<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

          (uu)   "Previous Agreement" has the meaning set forth in Subsection
                 1.1(b). "Previous Agreement" shall include all Special Services
                 Amendments executed under the Previous Agreement.

          (vv)   "Procedures Manual" has the meaning set forth in Section 9.4.

          (ww)   "Required Consents" means any consents, approvals and
                 authorizations from third parties necessary to permit a Party
                 to access Equipment or Software as provided by the Agreement.

          (xx)   "Schedule" means any schedule attached to this Services
                 Agreement, including any Attachments attached to such schedule
                 which Attachments are hereby incorporated into such schedule by
                 this reference subject to Section 22.15.

          (yy)   "Services Agreement" means this Services Agreement between MSDW
                 and IBM.

          (zz)   "Services" has the meaning set forth in Section 3.1(a).

          (aaa)  "Software" means programs and programming (including the
                 software code modules and routines, header files, supporting
                 documentation, { * } media, on-line help facilities and
                 tutorials), including all Applications Software, Systems
                 Software, middleware, application code, system code, and/or
                 components of any of the foregoing, and { * } and { * } used or
                 incorporated therein.

          (bbb)  "Source Code" shall mean the source code form of software,
                 including source code listings as then commented, system and
                 program flowcharts, and such other components, programs and
                 documents necessary to fully utilize, modify and maintain such
                 software, including all necessary support routines, all of
                 which, where applicable, shall be on media able to be read and
                 processed.

          (ccc)  "SPS" has the meaning set forth in Section 1.1(c).

          (ddd)  "SSA" means any of those Special Services Amendments being
                 continued from the Previous Agreement; SSAs are as set forth in
                 Schedule H.

          (eee)  "Systems Software" means those programs and programming
                 (including the software code modules and routines, header
                 files, supporting documentation, { * } media, on-line help
                 facilities and tutorials) that perform tasks basic to the
                 functioning of Equipment and that are required to operate the
                 Applications Software or otherwise support the provision of the
                 Services. Systems Software includes operating systems,
                 utilities, job scheduling, security, online terminal
                 environments, and file management subsystems. { * }

          (fff)  "Technology Plan" has the meaning set forth in Section 9.7.

                                       7




<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

          (ggg)  "Term" has the meaning specified in Section 4.

          (hhh)  "Termination/Expiration Assistance" has the meaning set forth
                 in Subsection 21.5(a).

          (iii)  "Third Party Applications Software" means Third Party Software
                 that is Applications Software.

          (jjj)  "Third Party Software" means { * } Software that is provided
                 under license to IBM or MSDW (or in the case of either Party,
                 to an Affiliate of such Party{ * }) by a third party, and shall
                 include any ongoing services (e.g., maintenance and support
                 services, upgrades, subscription services) provided by third
                 parties (e.g., { * } vendor, manufacturer, lessor) in (or in
                 support of) the same license covering such Software. { * }

          (kkk)  "Third Party Systems Software" means Third Party Software that
                 is Systems Software.

          (lll)  { * }

          (mmm)  "Voice Services" shall have the meaning set forth in Section
                 3.1(a)(ii) of the Agreement.

          (nnn)  { * }

          (ooo)  "Advantis" means the entity f/k/a Advantis Corporation, f/k/a
                 Advantis, a New York general partnership.

          (ppp)  { * }

          (qqq)  "{ * }" means the agreement entitled "{ * }" between { * } and
                 { * }, executed on even date with Amendment 6 to this
                 Agreement.

          (rrr)  "{ * } Software" means Software owned by { * } or any { * }
                 Affiliate that is used to provide the Data Network Services as
                 an Authorized Subcontractor. { * } Software shall include
                 Software that is:

                 (i)    { * }

                 (ii)   { * }

                 (iii)  { * }

                 { * } Software shall not include { * } or any { * }.

          (sss)  "Financial Transaction Services" means routing of credit,
                 debit, smart, ATM, affinity, gift, stored-value transactions
                 and other similar monetary and associated transactions (whether
                 or not they involve a tangible card), by the financial services
                 businesses of MSDW and the MSDW Affiliates, including handling
                 of (i) authorization and other similar transactions, (ii)

                                       8

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                 batch  or real-time monetary and associated settlement files,
                 (iii)  associated terminal software downloads, and (iv)
                 associated processing. Although the Parties acknowledge that
                 { * } are { * } described above, it is the intent of the
                 Parties that the Financial Transaction Services not include
                 capabilities commonly considered to be { * }; accordingly, the
                 Financial Transaction Services do not include { * }.

          (ttt)  { * }

          (uuu)  "{ * } Software" means: (A) all Software and individual
                 components thereof referred to as the { * }, regardless of the
                 platform on which the { * } Software runs (including the { * },
                 etc.), which Software was created prior to the execution date
                 of the { * } by MSDW and any Affiliate of MSDW and the IBM { *
                 } Parties; and (B) any Derivatives of the foregoing created
                 prior to the execution date of the { * }. Notwithstanding
                 anything to the contrary contained in this Agreement, the term
                 "{ * } Software" does not include: { * }

          (vvv)  "{ * } System" means each instance of executable Software code
                 of the { * } and/or { * } managed by IBM and/or { * } for
                 production use to provide the Data Network Services to MSDW,
                 together with the hardware systems on which such Software runs,
                 and any other Software running on such systems. { * } System
                 also includes IBM and { * } test and development systems used
                 by IBM and/or { * } for { * } or { * }.

          (www)  "IBM { * } Parties" means { * }, any Affiliate of { * }, any {
                 * } (whether or not acting in its capacity as an { * }), any
                 Affiliate of { * }, any Affiliate of { * }, or any other third
                 party under contract with { * }.

          (xxx)  "{ * }" means any { * } now or subsequently owned by, or
                 assigned or licensed exclusively to, { * } for { * } related to
                 the { * } or the{ * } included in the Data Network Services or
                 predecessor data network services provided by the IBM { * }
                 Parties under this Agreement, the 1997 Agreement, and/or the
                 1992 Agreement, provided that the { * } were or are { * } at
                 any time prior to the expiration or termination of the Data
                 Network Services.

          (yyy)  "{ * }" means { * } of { * } (or predecessor IBM { * } Parties)
                 in the { * } relating to the { * }, which { * } has been or
                 will be { * } by MSDW during the term of this Agreement, the
                 Previous Agreement and the 1992 Agreement, and any extensions
                 thereof, in the normal course of utilizing the Data Network
                 Services. Although the Parties acknowledge that { * } are { * }
                 functionality described above, it is the intent of the Parties
                 that the { * } not include { * } capabilities commonly
                 considered to be { * }; accordingly, the { * } does not include
                 { * }.

          (zzz)  "{ * } Software" means: (i) all Software and individual
                 components thereof referred to as the { * }, a multi-purpose {
                 * } that is capable of providing or supporting the use of a { *
                 }, regardless of the platform on

                                       9

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                 which the { * } Software runs (including the { * }, etc.),
                 which such Software was created prior to and after the
                 execution date of the { * } by MSDW, any Affiliate of MSDW and
                 any IBM { * } Party, and (ii) any Derivatives of the foregoing
                 created prior to and after the execution date of the { * }. The
                 term { * } Software includes the { * }. Notwithstanding
                 anything to the contrary contained in this Agreement or the
                 { * }, the term "{ * } Software" does not include the { * }
                 Software.

          (aaaa) "{ * } Software" means all Software and individual components
                 thereof, created prior to and after the execution date of the {
                 * } by or for MSDW and any Affiliate of MSDW (other than by { *
                 }, unless otherwise expressly agreed to in writing by { * } and
                 MSDW after such execution date), and any Derivatives of the
                 foregoing which are independently created prior to and after
                 the execution date of the { * } by or for MSDW and any
                 Affiliate of MSDW (other than by { * }, unless otherwise
                 expressly agreed to in writing by { * } and MSDW after such
                 execution date), regardless of the platform on which the { * }
                 Software runs, that perform the { * }. { * } Software does not
                 include Software that originated as { * } Software and/or { * }
                 Software.

          (bbbb) "{ * }" means all Software and individual components referred
                 to as the { * }.

          (cccc) "{ * }" means those software code modules of the { * } Software
                 called { * } the Source Code of which was disclosed to MSDW on
                 or about November 12, 1999, and any Derivatives thereof, but
                 excluding any such Derivatives which are independently created
                 by or for MSDW or an Affiliate of MSDW (other than by { * })
                 after the execution date of the { * }.

          (dddd) "Designees" means designees of MSDW and MSDW Affiliates for the
                 sole purposes of providing development, maintenance or
                 operations services on behalf of, and providing Financial
                 Transaction Services to, MSDW and the MSDW Affiliates.

     2.2. Other Terms.
          -----------

          Other terms used in the Agreement are defined in the context in which
          they are used and shall have the meanings there indicated.

3.   SERVICES

     3.1. Provision of Services.
          ---------------------

          (a)    Commencing on the Effective Date, IBM shall provide the
                 following services and perform the following functions and
                 responsibilities (such services, functions and responsibilities
                 set forth in this Subsection (a) collectively the "Services"):

                                       10

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

              (i)   the services, functions and responsibilities described in
                    the Agreement, as such services, functions and
                    responsibilities may evolve during the Term and be
                    supplemented and enhanced as provided by the Agreement;

              (ii)  the services, functions and responsibilities described in
                    exhibit 3 of the Previous Agreement (such services,
                    functions and responsibilities the "Voice Services");

              (iii) the services, functions and responsibilities set forth in
                    the International Agreements;

              (iv)  the services, functions and responsibilities described in
                    the SSAs, notwithstanding the termination of the Previous
                    Agreement pursuant to Section 4.4;

              (v)   the services, functions and responsibilities not described
                    in Subsections (i), (ii), (iii) and (vi) of this Subsection
                    (a) but which were previously performed by IBM under the
                    Previous Agreement, excluding (A) those services, functions
                    and responsibilities described in any Special Services
                    Amendment under the Previous Agreement that is not being
                    continued under this Agreement, and (B) those services,
                    functions and responsibilities which the Agreement expressly
                    states will be assumed by MSDW; and

              (vi)  { * }

          (b) { * }

     3.2. Recipients of the Services.
          --------------------------

          (a) As of the Effective Date, IBM shall provide the Services to (i)
              MSDW, (ii) MSDW's Affiliates{ * }. For purposes of the Agreement,
              Services provided to the entities referenced in this Section
              shall be deemed to be Services provided to MSDW. Notwithstanding
              the foregoing, MSDW shall have the right to specify, in its
              absolute and sole discretion, which of the entities described in
              this Section shall receive the Services.

          (b) In the event that MSDW relinquishes Control of an MSDW Affiliate
              after the Effective Date such that the entity is no longer an MSDW
              Affiliate (such entity a "Former Affiliate"), then upon MSDW's
              request, IBM shall continue to provide the Services to such Former
              Affiliate after the date such entity becomes a Former Affiliate
              for a period of time requested by MSDW, which shall not exceed
              { * }; provided, however, that the Former Affiliate agrees in
              writing to abide by the terms and conditions of the Agreement.
              MSDW shall (i) remain the single point-of-contact with IBM with
              respect to those Service provided to a Former Affiliate, (ii)
              remain obligated to perform its payment obligations under the
              Agreement with respect to those Services provided to a Former
              Affiliate, and (iii)

                                       11

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

               reimburse IBM for { * }. For purposes of the Agreement, Services
               provided to a Former Affiliate shall be deemed to be Services
               provided to MSDW.

     3.3. { * }

     3.4. Refresh.
          -------

          (a)  IBM shall refresh Equipment and Software as follows:

               (i)  IBM shall maintain Software (other than (A) MSDW Software
                    that is Applications Software, (B) Third Party Applications
                    Software licensed by MSDW or an MSDW Affiliate, and (C)
                    Systems Software for which MSDW has maintenance
                    responsibility as indicated in Schedule E) { * }. MSDW will
                    use commercially reasonable efforts to eliminate the use of
                    multiple Software other than MSDW Software that is
                    Applications Software and Third Party Applications Software
                    licensed by MSDW or an MSDW Affiliate.

               (ii) { * }

          (b)  { * }

     3.5. { * } [2 pages]

     3.6. { * }

4. Term

     4.1. Term.

          The term of the Agreement shall begin on the Effective Date and shall
          expire on June 30, 2005, unless terminated (in whole or in part)
          earlier or extended in accordance with the Agreement (the "Term").

     4.2. Renewal.
          -------

          In the event that MSDW provides IBM with notice at least { * } prior
          to the expiration of the Term that MSDW desires to renew the
          Agreement, IBM shall provide to MSDW, within { * } after such notice,
          a written proposal setting forth the pricing and any changes to the
          other terms and conditions set forth in the Agreement that IBM
          proposes to govern a renewal of the Agreement.

     4.3. Extension.
          ---------

          Upon giving written notice to IBM no less than { * } prior to the
          then-existing expiration date of the Agreement (including in the event
          that MSDW and IBM fail to agree in writing upon the terms and
          conditions applicable to renewal of the

                                       12

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

          Agreement pursuant to Section 4.2), MSDW shall have the right to
          extend the Term for up to { * } on the terms and conditions then in
          effect. { * }

     4.4. Termination of Previous Agreement.
          ---------------------------------

          (a)  Subject to Subsection (b) of this Section, as of the Effective
               Date, the Previous Agreement shall be terminated at no charge to
               MSDW. The rights and responsibilities of the Parties from and
               after the Effective Date shall be defined solely by the
               Agreement; the rights and responsibilities of the Parties prior
               to the Effective Date shall, except to the extent provided in
               Subsections 7.2(e), 7.2(g) and Section 7.9 (all as amended), be
               defined solely by the Previous Agreement. Termination of the
               Previous Agreement shall in no way be deemed to reinstate the
               1992 Agreement or any rights or obligations thereunder.

          (b)  Notwithstanding termination of the Previous Agreement pursuant to
               Subsection (a) of this Section, with respect to exhibit 3 of the
               Previous Agreement and any SSAs as defined by the Agreement:

               (i)   the Voice Services and corresponding pricing described in
                     such exhibit 3, and such SSAs, shall be incorporated by
                     reference into the Agreement, subject to the order of
                     precedence set forth in Section 22.15, and shall remain in
                     full force and effect;

               (ii)  any references to the Previous Agreement in such exhibit 3
                     or SSAs shall be deemed references to the Agreement; and

               (iii) MSDW's payment of charges pursuant to such SSAs shall apply
                     toward MSDW's satisfaction of the Minimum Annual Revenue
                     Commitment described in Schedule C.

5. IBM PERSONNEL

     5.1. Key IBM Positions.
          -----------------

          (a)  { * }

          (b)  { * } Before assigning an individual to a Key IBM Position,
               whether as an initial assignment or a subsequent assignment, IBM
               shall notify MSDW of the proposed assignment{ * } and shall
               provide MSDW with a resume and other information about the
               individual reasonably requested by MSDW. If MSDW in good faith
               objects to the proposed assignment, the Parties shall attempt to
               resolve MSDW's concerns on a mutually agreeable basis. { * }

          (c)  IBM shall, in accordance with Subsection (b) above, designate an
               individual to (i) serve as the single point of accountability for
               IBM for the Services, (ii) have the authority to act for and bind
               IBM in matters relating

                                       13

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

               to the Agreement, and (iii) have day-to-day authority for
               undertaking to ensure customer satisfaction (such individual the
               "IBM Project Executive"). The IBM Project Executive shall be one
               of the Key IBM Positions. { * }

          (d)  The personnel approved as of the Effective Date to fill the Key
               IBM Positions are listed in Schedule D. { * }

     5.2. Qualifications and Replacement of IBM Personnel.
          -----------------------------------------------

          (a)  IBM shall assign an adequate number of personnel to perform the
               Services. The personnel IBM assigns to perform the Services shall
               be properly educated, skilled, trained and qualified for the
               Services they are to perform.

          (b)  In the event that MSDW determines in good faith that the
               continued assignment to the MSDW account of one of the IBM
               Personnel is not in the best interests of MSDW, then MSDW shall
               give IBM written notice to that effect. After receipt of such
               notice, IBM shall have a reasonable period of time in which to
               investigate the matters stated in such notice, discuss its
               findings with MSDW and resolve any problems with such person.
               { * }

     5.3. { * }

6. EQUIPMENT AND FACILITIES

     6.1. MSDW Equipment.
          --------------

          (a)  During the Term and subject to the Parties having obtained any
               necessary Required Consents pursuant to Subsection (b) of this
               Section, MSDW grants to IBM for the sole purpose of performing
               the Services, access to MSDW Equipment to the extent that such
               access is necessary to provide the Services; provided, however,
               that with respect to MSDW Equipment leased by MSDW, such grant of
               access by MSDW shall be limited to the extent MSDW has the rights
               to provide such access to IBM. IBM shall have management,
               operational, support and administrative responsibility for MSDW
               Equipment during the Term (i) as and to the extent that IBM
               requires such Equipment to provide the Services, and (ii) with
               respect to leased MSDW Equipment, to the same extent as if IBM
               were the lessee of such Equipment (exclusive of financial
               obligations). With respect to leased MSDW Equipment, IBM shall
               comply with the duties imposed on MSDW under the leases for such
               Equipment. As between MSDW and IBM, the MSDW Equipment will
               remain the property of MSDW. MSDW Equipment is provided to IBM on
               an "as is, where is" basis, with no warranties whatsoever.

          (b)  MSDW authorizes IBM to administer, and pay amounts pertaining to
               the MSDW Equipment leases, licenses for Third Party Software
               licensed by

                                       14

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

               MSDW or an MSDW Affiliate, and third-party service contracts set
               forth in Schedule M for which IBM shall be financially
               responsible. MSDW shall not terminate, extend or amend such
               leases, licenses and contracts without the prior written approval
               of IBM. MSDW agrees to promptly notify all appropriate third
               parties of such authorization to the extent necessary and
               appropriate. IBM may, in its sole discretion, terminate, cancel,
               substitute or change such leases, licenses and contracts;
               provided, however that (i) IBM shall be solely responsible for
               any additional charges resulting from such termination,
               cancellation, substitution or change, and (ii) IBM continues to
               perform the Services as required by the Agreement.

     6.2. Other Equipment.
          ---------------

          Except for MSDW Equipment,

          (a)  IBM will provide all additional or replacement Equipment,
               including upgrades, as necessary to provide the Services in
               accordance with the Agreement;

          (b)  IBM shall have financial responsibility for acquisition, lease,
               and ownership costs for Equipment, including current and future
               Equipment, upgrades, enhancements, and growth and technology
               refreshments in accordance with this Agreement;

          (c)  IBM shall have financial responsibility for all costs and
               expenses related to operational support, including installation,
               support, Equipment maintenance, disaster recovery of the
               Equipment, Performance Standards, and moves, adds and changes,
               except as otherwise agreed upon by MSDW in writing; and

          (d)  IBM shall be administratively and operationally responsible for
               the Equipment used to provide the Services, including
               provisioning, staging, configuring, installing, operating,
               maintaining, upgrading, and enhancing the Equipment, all as set
               forth in more detail in Schedule A of the Agreement.

          IBM's costs of performing the obligations set forth in this Section
          will be recovered by IBM through the charges set forth in the
          Agreement.

     6.3. MSDW Facilities.
          ---------------

          (a)  MSDW Obligations.
               ----------------

               (i)  MSDW will provide IBM with access to the MSDW Facilities to
                    the extent and for so long as such access is reasonably
                    necessary for IBM to perform the Services.

               (ii) With respect to office space, MSDW shall provide to IBM the
                    office space provided by MSDW to IBM immediately prior to
                    the

                                       15

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                    Effective Date under the Previous Agreement in the condition
                    and configuration that exists as of the Effective Date,
                    except that such office space will be equitable adjusted to
                    reflect any adjustment in the scope of Services either (A)
                    relative to the scope of Services provided under the
                    Previous Agreement, or (B) occurring after the Effective
                    Date. With respect to such office space, MSDW shall provide
                    adequate furniture and office supplies. With respect to the
                    personnel that may occupy such office space, MSDW shall
                    provide office support services, parking privileges and
                    cafeteria services similar to that offered to
                    similarly-situated MSDW employees.

              (iii) MSDW will inform IBM of any relocation of an MSDW Facility
                    that MSDW is contemplating or has made a final decision to
                    make (if such relocation could reasonably be expected to
                    impact IBM's performance of the Services) so that IBM will
                    have a reasonable amount of time to prepare for and
                    implement such relocation as it impacts IBM, with MSDW
                    reimbursing IBM for IBM's Out-of-Pocket Expenses reasonably
                    incurred for the relocation of IBM Personnel stationed
                    on-site at such facility.

              (iv)  The MSDW Facilities shall be made available to IBM on an "as
                    is, where is" basis. Unless otherwise expressly stated in
                    the Agreement, IBM will be responsible for providing any
                    other materials and support it requires in order to provide
                    the Services.

          (b) IBM Obligations.
              ---------------

              (i)   IBM shall use the MSDW Facilities for the sole and exclusive
                    purpose of providing the Services, except as otherwise
                    approved by MSDW in writing (including as approved by MSDW
                    pursuant to any node license agreements), which approval may
                    be withheld at MSDW's sole discretion. The use of such
                    facilities by IBM shall not constitute a leasehold interest
                    in favor of IBM, IBM Personnel or IBM customers.

              (ii)  IBM shall use the MSDW Facilities in a reasonably efficient
                    manner. { * } IBM shall be responsible for any damage to the
                    MSDW Facilities resulting from the abuse, misuse, neglect or
                    gross negligence of IBM, its employees and subcontractors or
                    other failure to comply with its obligations respecting the
                    MSDW Facilities.

              (iii) IBM, its employees and agents shall keep the MSDW
                    Facilities in good order, not commit or permit waste or
                    damage to such facilities, not use such facilities for any
                    unlawful purpose or act, and comply with MSDW's standard
                    policies and procedures regarding access to and use of such
                    facilities (including procedures for the physical security
                    of the MSDW Facilities) that are (A) made available to IBM,
                    and { * }.

                                       16

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

               (iv) IBM shall permit MSDW and its agents and representatives to
                    enter into those portions of the MSDW Facilities occupied by
                    IBM Personnel at any time to perform facilities-related
                    services.

               (v)  IBM shall not make any improvements or changes involving
                    structural, mechanical or electrical alterations to the MSDW
                    Facilities without MSDW's prior written approval. Any
                    improvements to the MSDW Facilities will become the property
                    of MSDW.

               (vi) When the MSDW Facilities are no longer required for
                    performance of the Services, IBM shall return such
                    facilities to MSDW in substantially the same condition as
                    when IBM began use of such facilities, subject to reasonable
                    wear and tear.

7.   { * }

          7.1. { * } [1 page]

          7.2. { * } [5 pages]

          7.3. { * } [3 pages]

          7.4. { * }

          7.5. { * }

          7.6. { * }

          7.7. Export.
               ------

               The Parties acknowledge that certain Software and technical data
               to be provided under the Agreement and certain transactions under
               the Agreement may be subject to export controls under the laws
               and regulations of the United States and other countries. Neither
               Party shall export or re-export any such terms or any direct
               product thereof or undertake any transaction in violation of any
               such laws or regulations. To the extent within IBM's control, IBM
               shall be responsible for, and shall coordinate and oversee,
               compliance with such export laws in respect of such terms
               exported under the Agreement.

          7.8. Required Consents.
               -----------------

               (a)  MSDW, with the cooperation of IBM, shall obtain any Required
                    Consents necessary to grant the licenses described in this
                    Article 7 { * }. MSDW shall pay such fees (such as transfer
                    or upgrade fees) as may be required to obtain such Required
                    Consents.

               (b)  IBM, with the cooperation of MSDW, shall obtain any Required
                    Consents necessary to grant the licenses described in this
                    Article 7 for Software other than the Software described in
                    Subsection (a) of this Section. IBM

                                       17

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                    shall pay such fees (such as transfer or upgrade fees) as
                    may be required to obtain such Required Consents.

               (c)  If a Required Consent is not obtained, then, unless and
                    until such Required Consent is obtained, the Parties shall
                    cooperate with each other in achieving a reasonable
                    alternative arrangement for MSDW to continue to process its
                    work with minimum interference to its business operations.

               (d)  MSDW shall be responsible for any claim arising prior to the
                    Effective Date from the failure to obtain consents or
                    approvals required before the Effective Date for the
                    licensing or transfer to IBM under the Previous Agreement of
                    the right to use or access:

                    (i)  equipment that was owned or leased by MSDW before the
                         Effective Date and for which MSDW, rather than IBM,
                         retained financial and administrative responsibility
                         under the Previous Agreement; or

                    (ii) software and programs that were owned or licensed by
                         MSDW before the Effective Date for which MSDW, rather
                         than IBM, retained financial and administrative
                         responsibility under the Previous Agreement.

          7.9. Additional Provisions Regarding { * } Software, { * } Software
               --------------------------------------------------------------
               and { * }.
               ---------

               (a)  "Intellectual Property" or "Intellectual Property Rights"
                    means all (i) copyrights and copyrightable works; (ii)
                    letters patent, patent applications, patent disclosures and
                    inventions (whether or not patentable and whether or not
                    reduced to practice), including, but not limited to, any
                    reissues, continuations, continuations-in-part, divisionals,
                    extensions or reexaminations thereof; (iii) applications,
                    registrations and renewals of any of the foregoing; (iv)
                    trade secrets; (v) know-how, including all processes,
                    architecture, methodology, concepts and specifications used
                    or incorporated therein; and (vi) other intellectual
                    property or industrial property rights, throughout the world
                    and arising or recognized under the laws of any nation or by
                    virtue of any international or bilateral conventions,
                    treaties or directives.

               (b)  MSDW, on behalf of itself, its parents, subsidiaries,
                    divisions, Affiliates, successors, and assigns (and, to the
                    extent of its right to do so, on behalf of its and their
                    respective shareholders, officers, directors, attorneys,
                    employees, legal representatives, insurers, sureties, and
                    agents) (individually and collectively referred to as "MSDW
                    { * }"), hereby { * } IBM, its parents, subsidiaries,
                    divisions, Affiliates, successors, and assigns, and its and
                    their respective shareholders, officers, directors,
                    attorneys, employees, legal representatives, insurers,
                    sureties, and agents (individually and collectively referred
                    to as "IBM { * }") { * } as of the execution date of
                    Amendment 6 to this Agreement ("{ * }"), which are based on
                    or arise out of or relate in any way to any of the
                    following: (i)

                                       18

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                    any Intellectual Property Rights, contractual rights or
                    other rights in or relating to any or all of the { * }
                    Software, the { * } Software, the { * }, and any Software
                    licensed to { * } pursuant to Section 2.9(h) of the { * };
                    (ii) { * } IBM { * } for { * } relating to any or all of the
                    { * } Software, the { * } Software, the { * } and any
                    Software licensed to { * } pursuant to Section 2.9(h) of the
                    { * } arising under this Agreement or any other agreement
                    between any MSDW { * } and any IBM { * }, or between any
                    MSDW { * } and any IBM { * } Party; (iii) { * } in the
                    letters to various IBM representatives from { * } of MSDW
                    dated September 30, 1999, October 29, 1999, November 23,
                    1999, January 31, 2000, or August 10, 2000 (including the {
                    * } enclosed with the latter or any additional { * } the { *
                    } Software, { * } Software, { * } or any Software licensed
                    pursuant to Section 2(h) { * }); or (iv) { * } described in
                    the presentation made by MSDW to { * } and IBM on March 5,
                    2001.

               (c)  MSDW represents and warrants to IBM that (i) MSDW is not
                    presently aware of any { * } that MSDW { * }, or { * }
                    following the execution of Amendment 6 to this Agreement, {
                    * } MSDW's Intellectual Property Rights relating to the
                    subject matter of this Agreement, including, but not limited
                    to, (A) the Intellectual Property Rights being assigned or
                    licensed by MSDW to { * } pursuant to the { * } or (B)
                    MSDW's Intellectual Property Rights in the { * }; and (ii)
                    MSDW presently has no plans to { * } following the execution
                    of Amendment 6 to this Agreement for { * } MSDW's
                    Intellectual Property Rights relating to the subject matter
                    of this Agreement or to { * } regarding the Services for the
                    purpose of { * } relating to MSDW's Intellectual Property
                    Rights { * } IBM or any IBM { * } or IBM Affiliate.

               (d)  IBM, on behalf of itself, its parents, subsidiaries,
                    divisions, Affiliates, successors, and assigns (and, to the
                    extent of its right to do so, on behalf of its and their
                    respective shareholders, officers, directors, attorneys,
                    employees, legal representatives, insurers, sureties, and
                    agents) (individually and collectively referred to as "IBM {
                    * }"), hereby { * } MSDW, and its parents, subsidiaries,
                    divisions, Affiliates, successors, and assigns, and its and
                    their respective shareholders, officers, directors,
                    attorneys, employees, legal representatives, insurers,
                    sureties, and agents (individually and collectively referred
                    to as "MSDW { * }") { * }: (i) any Intellectual Property
                    Rights, contractual rights or other rights in or relating to
                    any or all of the { * } Software, the { * } Software and the
                    { * }; (ii) { * } relating to any or all of the { * }
                    Software, the { * } Software and the { * } arising under
                    this Agreement or any other agreement between any IBM { * }
                    and any MSDW { * }, or between any IBM { * } Party and any
                    MSDW { * }; or (iii) the agreement(s) pursuant to which IBM
                    conveyed or purported to convey to { * } any right to the {
                    * } Software, the { * } Software, or the { * }.

               (e)  IBM represents and warrants to MSDW that (i) IBM is not
                    presently aware of any { * } that IBM { * }, or { * }
                    following the execution of

                                       19

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                    Amendment 6 to this Agreement, { * } IBM's Intellectual
                    Property Rights relating to the subject matter of this
                    Agreement, including, but not limited to, (A) any such { *
                    }, or (B) any such { * } the assignment and license to { * }
                    effected by the { * } and (ii) IBM presently has no plans to
                    { * } following the execution of Amendment 6 to this
                    Agreement for { * } IBM's Intellectual Property Rights
                    relating to the subject matter of this Agreement or to { * }
                    regarding the Financial Transaction Services businesses of
                    MSDW or the MSDW Affiliates for the purpose of { * } IBM's
                    Intellectual Property Rights { * } MSDW or any MSDW { * } or
                    MSDW Affiliate.

               (f)  Each Party hereby covenants and agrees that it will not { *
                    }, or in any way aid in the { * }, any of the { * }
                    mentioned in (b) or (d) above { * }, respectively
                    (collectively "{ * }"). This Agreement may be { * } and may
                    be used as the basis for a { * }, or any private or public {
                    * } in breach hereof. In the event any { * } is found by a
                    court of competent jurisdiction to have been { * }, the
                    Party { * } shall be responsible for all { * }, including
                    reasonable { * }, incurred by { * }in { * } same.

               (g)  MSDW hereby covenants and agrees that after the execution
                    date of Amendment 6 to this Agreement, MSDW will not
                    knowingly: (i) directly access the { * } (other than { * })
                    without authorization from { * } or IBM (acting with the
                    authorization of { * }), and (ii) reverse compile, reverse
                    assemble or otherwise reverse engineer the { * } object code
                    (other than { * } object code).

               (h)  Each Party (including such Party's respective attorneys)
                    agrees not to publicize or disclose to any third party
                    (except { * }) the terms and conditions of { * }, any
                    documents or correspondence pertaining to { * }, or the { *
                    } (the "{ * }") or any documents or information related to
                    the { * }, except with the prior written consent of the
                    other Party or as required by law or as required to
                    implement the terms of this Agreement.

               (i)  Notwithstanding the provisions of Subsection (h), this
                    Section 7.9 does not limit the ability of either Party to:

                    (i)  communicate such information or documents to either
                         Party's respective officers, directors, employees and
                         agents that have a legitimate business reason to know,
                         or to its attorneys, accountants and financial or other
                         advisors; or

                    (ii) disclose the terms and conditions of the { * } or the {
                         * } to third parties that (A) have expressed a bona
                         fide interest in consummating a significant financing,
                         merger or acquisition transaction between such third
                         parties and the disclosing Party, (B) have a reasonable
                         ability (financial and otherwise) to consummate such
                         transaction, and (C) have executed a nondisclosure
                         agreement that (1) includes within its scope the terms
                         and conditions of this Agreement, (2) limits
                         distribution to those with a need to know in

                                       20

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                    connection with such transaction, and (3) allows use only in
                    connection with such transaction. Each Party shall endeavor
                    to delay the disclosure of the terms and conditions of this
                    Agreement until the status of discussions concerning such
                    transaction warrants such disclosure.

          (j)  In addition to MSDW's confidentiality obligations under this
               Agreement, all such information, data, software code and modules,
               or the like disclosed by { * } either in writing or by oral
               presentation directly to MSDW after the execution date of the
               { * } and in furtherance of { * } of Data Network Services under
               this Agreement, shall be subject to treatment as Confidential
               Information under the { * } Agreement for Disclosure of
               Confidential Information executed on the same date as the { * }
               and referenced therein. Any Source Code of the { * } or { * }
               Software disclosed prior to the execution date of the { * } shall
               be held in confidence { * } by MSDW (and any employees, agents or
               Designees that are further recipients of such Confidential
               Information pursuant to the licenses and rights granted in the
               { * }) unless the same (i) is in the public domain at the time of
               its use or disclosure through no fault of MSDW; (ii) was lawfully
               in the possession of or demonstrably known to MSDW prior to its
               receipt from { * } or IBM; (iii) is independently developed by
               MSDW without use of or reference to the such Confidential
               Information; or (iv) becomes known by MSDW from a third party
               and, to MSDW's knowledge, is not subject to an obligation of
               confidentiality.

          (k)  The Parties represent, warrant, agree, and acknowledge that they
               have executed this Agreement in reliance on their own { * } and
               after consultation with their respective counsel, and that no
               representations, warranties, or promises of any kind have been
               made directly or indirectly to induce either Party to execute
               this Agreement other than those which are expressly set forth
               herein.

          (l)  Neither this Agreement, nor anything contained herein, nor any
               action taken by either Party in performance of their obligations
               hereunder shall be { * } or an { * } by any IBM or MSDW { * }.

          (m)  The IBM { * } and the MSDW { * } hereby agree that each of the
               { * } identified in this Section 7.9 and not a party to this
               Agreement is { * }.

          (n)  Nothing in this Section 7.9 shall be construed as { * } relating
               to any other aspects of its { * } under this Agreement.

    7.10. { * }

          (a)  With respect to any Software (including the { * } Software) used
               by MSDW and the MSDW Affiliates for the purpose specified in
               Subsection (b) below, to the extent that the functionality of
               such Software is equivalent to the functionality of the { * }
               Software and { * } or the { * } functionality of the { * }
               included in, or available to MSDW as part of, the

                                       21

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                    Data Network Services provided by the IBM { * } Parties
                    under this Agreement, the 1997 Agreement, and/or the 1992
                    Agreement, IBM hereby agrees { * } MSDW or the MSDW
                    Affiliates and Designees any { * } solely to the extent to
                    which such { * } the aforementioned Software (including the
                    { * } Software) or such Software's use by MSDW and the MSDW
                    Affiliates and Designees, and its and their successors and
                    assigns as permitted under Section 22.1, solely for the
                    purposes of Subsection (b) below. Although the Parties
                    acknowledge that { * } are { * } functionality described
                    above, it is the intent of the Parties that the foregoing
                    { * } by IBM not apply to capabilities commonly considered
                    to be { * }; accordingly the foregoing { * } does not apply
                    to { * }.

               (b)  The rights and benefits granted in Subsection (a) above (i)
                    are limited solely to use by MSDW and MSDW's Affiliates and
                    Designees to provide { * } that use { * }, and not for any
                    other purpose, (ii) shall survive any expiration or
                    termination of this Agreement, and (iii) shall be
                    transferable only as provided under Section 22.1.

               (c)  Nothing in this Section 7.10 shall be in derogation of any
                    patent rights granted by IBM pursuant to other provisions of
                    this Agreement.

     8. PERFORMANCE STANDARDS

          8.1. General.
               -------

               { * }

               (a)  At all times IBM's level of performance shall meet or exceed
                    the quantitative and qualitative performance standards for
                    certain of the Services ("Performance Standards") identified
                    in Schedule B to the Agreement{ * }

               (b)  { * }

          8.2. Failure to Perform.
               ------------------

               (a)  If IBM fails to meet any Performance Standard, IBM shall, at
                    no additional charge to MSDW, (i) investigate and report on
                    the causes of the problem; (ii) advise MSDW, as and to the
                    extent reasonably requested by MSDW, of the status of
                    remedial efforts being undertaken with respect to such
                    problems{ * }.

               (b)  { * }

          8.3. Periodic Reviews.
               ----------------

               Within three (3) months after the expiration of the first
               Contract Year following the Effective Date and at least annually
               thereafter, MSDW and IBM shall review the Performance Standards
               pursuant to the process set forth in Article 5 of

                                       22

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

               Schedule B and shall make adjustments to them as appropriate to
               reflect improved performance capabilities associated with
               advances in the technology and methods used to perform the
               Services. { * }

          8.4. Measurement and Monitoring Tools.
               --------------------------------

               IBM shall utilize the necessary measurement and monitoring tools
               and procedures required to monitor, measure and report IBM's
               performance of the Services against the applicable Performance
               Standards, including as set forth in Schedule B. Such measurement
               and monitoring shall permit reporting at a level of precision and
               detail sufficient to verify compliance with the Performance
               Standards, and shall be subject to audit by MSDW. For purposes of
               verification and at MSDW's request, IBM shall provide MSDW with
               information about and from such tools and procedures and, with
               IBM's participation, with access to such tools and procedures.

     9. PROJECT AND CONTRACT MANAGEMENT

          9.1. Steering Committee.
               ------------------

               The Parties shall form a steering committee to facilitate
               communication between them (the "Steering Committee"). The
               Steering Committee shall be composed of:

               (a)  the MSDW Contract Executive;

               (b)  the chief information officer from each of the MSDW Business
                    Units that are receiving Services;

               (c)  the IBM Project Executive;

               (d)  { * }

               (e)  { * }; and

               (f)  such other persons as may be mutually agreed by the Parties.

          9.2. Reports.
               -------

               Within ninety (90) days after the Effective Date, the Parties
               shall determine an appropriate set of periodic reports to be
               issued by IBM to MSDW. Such reports shall be issued at the
               frequency and contain the level of detail reasonably requested by
               MSDW. Unless otherwise requested by MSDW, such reports shall be
               no less comprehensive and be issued no less frequently than the
               reports provided by IBM prior to the Effective Date under the
               Previous Agreement. IBM shall provide MSDW with suggested formats
               for such reports, for MSDW's review and approval. As one such
               report, IBM shall provide a monthly performance report, which
               shall be delivered to MSDW within fifteen (15) days after the end
               of each calendar month (commencing with the calendar month
               following the calendar month that includes the Effective Date),
               describing IBM's

                                       23

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

               performance of the Services in the preceding month (the "Monthly
               Performance Report"). Such report shall:

               (a)  separately address IBM's performance in each area of the
                    Services;

               (b)  for each area of the Services, assess the degree to which
                    IBM has attained or failed to attain the pertinent
                    objectives in that area;

               (c)  include a performance report for each MSDW Business Unit in
                    no less detail than similar reports provided by IBM to the
                    MSDW Business Units prior to the Effective Date, that at a
                    minimum explains deviations from the Performance Standards,
                    includes a plan for corrective action where appropriate
                    { * };

               (d)  (describe the status of applications development projects
                    (if any), problem resolution efforts, and other initiatives;

               (e)  on a quarterly basis only, set forth a record of all
                    material Equipment, Software, and IBM Personnel changes that
                    pertain to the Services and describe planned changes during
                    the upcoming quarter that may affect the Services;

               (f)  set forth the utilization of resources for the month and
                    report on utilization trends and statistics; and

               (g)  include such documentation and other information as MSDW may
                    reasonably request to verify compliance with the Agreement.

          9.3. Meetings.
               --------

               The  Parties shall participate in the following meetings:

               (a)  working-level meetings, held no less frequently than similar
                    meetings between the Parties before the Effective Date,
                    between the Parties to review any technical, operational,
                    administrative or related matters with respect to Schedule
                    B, which may include matters with respect to performance,
                    capacity, changes, problems, measurement of the Performance
                    Standards, or any other matters agreed upon by the Parties;

               (b)  a monthly meeting among operational personnel representing
                    MSDW and IBM to discuss daily performance and planned or
                    anticipated activities, changes that might adversely affect
                    performance, and otherwise address, review, and discuss
                    matters specific to MSDW;

               (c)  a quarterly meeting with each MSDW Business Unit and their
                    respective chief information officer to (i) review the
                    Monthly Performance Reports for the quarter, (ii) review
                    IBM's overall performance under the Agreement, (iii) review
                    any managerial, contractual, financial, relationship or
                    related matters with respect to Schedule B, (iv) review any
                    proposal to

                                       24

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                    modify the Performance Standards made pursuant to Article 5
                    of Schedule B, (v) review progress on the resolution of
                    issues, (vi) provide a strategic outlook for MSDW's
                    information systems requirements, and (vii) discuss such
                    other matters as appropriate;

               (d)  a semi-annual meeting of Steering Committee to review
                    relevant contract and performance issues; and

               (e)  such other meetings between MSDW representatives and IBM
                    Personnel reasonably requested by either Party as necessary
                    to address performance of the Services.

               IBM shall prepare and circulate an agenda sufficiently in advance
               of each meeting to give participants an opportunity to prepare
               for the meeting. IBM shall incorporate into such agenda items
               that MSDW desires to discuss. At MSDW's request, IBM shall
               prepare and circulate minutes promptly after a meeting.

          9.4. Procedures Manual.
               -----------------

               (a)  Within { * } after the Effective Date, IBM will deliver a
                    draft procedures manual to MSDW, for its comments and review
                    (the "Procedures Manual"). The Procedures Manual will
                    describe how IBM shall perform and deliver the Services
                    under the Agreement, the Equipment and Software being used,
                    and the documentation (e.g., operations manuals, user
                    guides, specifications) that provides further details of
                    such activities. The Procedures Manual shall describe the
                    activities IBM proposes to undertake in order to provide the
                    Services, including those direction, supervision,
                    monitoring, staffing, reporting, planning and oversight
                    activities normally undertaken at facilities that provide
                    services of the type IBM shall provide under the Agreement.
                    The Procedures Manual shall also include descriptions of the
                    acceptance testing and quality assurance procedures approved
                    by MSDW, IBM's problem management and escalation procedures,
                    and the other standards and procedures of IBM pertinent to
                    MSDW's interaction with IBM in obtaining the Services. The
                    Procedures Manual shall be suitable for use by MSDW to
                    understand the Services.

               (b)  Following MSDW's review of the draft Procedures Manual, IBM
                    shall incorporate reasonable comments or suggestions of MSDW
                    and shall finalize the Procedures Manual within { * } of the
                    Effective Date. { * } IBM shall periodically update the
                    Procedures Manual to reflect changes in the operations or
                    procedures described therein. Updates of the Procedures
                    Manual shall be provided to MSDW for review{ * }.

          9.5. Change Control.
               --------------

               (a)  IBM shall comply with the following change control
                    requirements:

                    (i)  { * }

                                       25

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                           (ii)     { * }

                           (iii)    IBM shall move programs from development and
                                    test environments to production environments
                                    in a controlled and documented manner, so
                                    that no changes are introduced into the
                                    programs being moved to production
                                    environments during such activity.

                           (iv)     IBM shall control all changes to MSDW's
                                    computing environment, including changes to
                                    programs, manual procedures, job control
                                    language statements, distribution
                                    parameters, or schedules.

                 (b)       Within { * } after the Effective Date, IBM shall
                           prepare and provide to MSDW change control procedures
                           detailing how IBM will comply with the requirements
                           set forth in Subsection (a) of this Section and
                           otherwise control changes to the Services (such
                           procedures the "Change Control Procedures"). The
                           Change Control Procedures may not modify or change
                           the scope of Services to be provided under, or any
                           other terms or conditions of, the Agreement. The
                           Change Control Procedures shall be provided to MSDW
                           for review, comment and approval; and reasonable
                           comments or suggestions of MSDW shall be incorporated
                           into the Change Control Procedures. IBM shall perform
                           the Services in accordance with the Change Control
                           Procedures.

        9.6.     Use of Subcontractors.
                 ---------------------

                 (a)      { * }

                 (b)       IBM may, in the ordinary course of business and
                           without MSDW approval, subcontract for third party
                           services or products where { * }. If MSDW expresses
                           concerns to IBM about a subcontract covered by this
                           Subsection 9.5(b), IBM shall discuss such concerns
                           with MSDW and work in good faith to resolve MSDW's
                           concerns on a mutually acceptable basis.

                 (c)       IBM shall not insert in any subcontract any provision
                           the effect of which would be to limit the ability of
                           a subcontractor to contract directly with MSDW. { * }

                 (d)       IBM shall remain responsible for obligations,
                           services and functions performed by IBM Affiliates
                           and { * } Subcontractors to the same extent as if
                           such obligations, services and functions were
                           performed by IBM employees and for purposes of the
                           Agreement such work shall be deemed work performed by
                           IBM. IBM shall be MSDW's sole point of contact
                           regarding the Services, including with respect to
                           payment. IBM shall not disclose MSDW Confidential
                           Information to a subcontractor unless and until such
                           subcontractor has agreed in writing to protect the
                           confidentiality of such Confidential Information in a
                           manner substantially equivalent to that required of
                           IBM under the Agreement.

                                       26

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

        9.7.      Annual Technology Plan.
                  ----------------------

                  The Parties shall jointly prepare an annual technology plan in
                  accordance with the provisions of this Section (the
                  "Technology Plan"). Preparation of the Technology Plan shall
                  be under the overall direction and guidance of the Steering
                  Committee. The Technology Plan shall address the information
                  technology requirements of MSDW's activities. Each Technology
                  Plan after the first shall review and assess the immediately
                  preceding Technology Plan. The Technology Plan shall consist
                  of a three-year plan and annual implementation plans as
                  described below. { * }

                  (a)      Three-Year Plan.  The Technology Plan shall include a
                           ---------------
                           comprehensive assessment and strategic analysis of
                           MSDW's then-current information technology systems
                           and services for the next three (3) years, including
                           an assessment of the appropriate direction for such
                           systems and services, in light of MSDW's business
                           priorities and strategies and competitive market
                           forces (to the extent such business information is
                           provided by MSDW to IBM).  The plan shall consider
                           growth requirements, IBM and MSDW initiatives that
                           may materially affect either Party, re-assessment of
                           skill and resource requirements, lessons learned from
                           previous projects, operational issues, technical
                           solutions, and any other issues that foster strategic
                           planning and collaboration.  The plan shall include
                           specific technical or business information, such as
                           the identification of proposed software and hardware
                           strategies and direction, a cost projection, a
                           cost/benefit analysis of any proposed changes, a
                           description of the types of personnel skills and
                           abilities needed to respond to recommended changes or
                           upgrades in technology, a project plan and related
                           schedule for developing and achieving the recommended
                           elements, and references to appropriate information
                           that supports service level requirements, exploits
                           industry trends in production capabilities, and
                           outlines potential price performance improvement
                           opportunities, as applicable.

                  (b)      Annual Implementation Plan. As necessary to support
                           --------------------------
                           the overall objectives and directions of the
                           Three-Year Plan described above, each annual
                           implementation plan shall provide specific guidance
                           as to the information services requirements,
                           projects, and plans for the upcoming year, including
                           details on operations, solutions and design and
                           development activities, as applicable. The annual
                           implementation plan shall include a summary review of
                           IBM's performance of the Services in the year then
                           concluding and shall make updates and revisions of
                           the long-term plan as appropriate. An annual
                           implementation plan shall be prepared for each
                           Contract Year of the Agreement or as otherwise
                           mutually agreed by the Parties.

                  (c)      Drafting Responsibility. IBM shall submit to MSDW a
                           -----------------------
                           draft of the Technology Plan for MSDW's review, which
                           draft shall have been developed with input from key
                           business users from MSDW. IBM shall submit the final
                           Technology Plan within { * } of receiving MSDW's

                                       27

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                           comments on the draft, and the Parties shall mutually
                           agree upon the final Technology Plan. The draft of
                           the Technology Plan for the first Contract Year shall
                           be provided by IBM within { * } of the Effective Date
                           or as otherwise mutually agreed by the Parties. IBM
                           shall recommend modifications to the Technology Plan
                           as it deems appropriate and, subject to the mutual
                           agreement of the Parties, shall revise the Technology
                           Plan based upon MSDW's review on an annual basis or
                           as otherwise mutually agreed by the Parties.

         9.8.     Quality Assurance and Improvement Programs.
                  ------------------------------------------

                  IBM, as part of its total quality management process, shall
                  provide continuous quality assurance and quality improvement
                  through: (a) the identification and application of proven
                  techniques and tools from other installations within its
                  operations { * } that would benefit MSDW either operationally
                  or financially; and (ii) the implementation of concrete
                  programs, practices and measures designed at a minimum to
                  ensure that the Services are performed in accordance with the
                  Agreement and to improve the Performance Standards. Such
                  procedures shall include checkpoint reviews, testing,
                  acceptance, and other procedures for MSDW to assure the
                  quality of IBM's performance and shall be included in the
                  Procedures Manual.

         9.9.     Productivity and Management Tools.
                  ---------------------------------

                  IBM shall utilize project management tools, including
                  productivity aids and project management systems, as
                  reasonably necessary to perform the Services. IBM shall use
                  project management tools in all major projects and employ a
                  regular reporting mechanism to identify project tasks, present
                  current status reports, and identify potential bottlenecks and
                  problems.

   10.   AUDITS

         10.1.    Audit Rights.
                  ------------

                  { * } IBM shall provide to MSDW, its auditors (including
                  internal audit staff and external auditors), regulators and
                  other representatives { * }, access upon reasonable prior
                  notice { * } to any Equipment, Software, IBM Personnel, MSDW
                  Facilities, IBM Facilities and to data and records relating to
                  the Services for the purpose of performing audits and
                  inspections { * } to:

                  (a)      verify the accuracy of charges and invoices;

                  (b)      verify the integrity of MSDW Data and examine the
                           systems that process, store, support and transmit
                           that data; and

                  (c)      examine IBM's performance of the Services including,
                           to the extent applicable to the Services performed by
                           IBM and to the charges under the Agreement,
                           performing audits (i) of practices and procedures,
                           (ii) of Equipment and Software systems, (iii) of
                           general controls and security

                                       28

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                           practices and procedures, (iv) of disaster recovery
                           and back-up procedures, (v) of the efficiency of IBM
                           in using resources for which MSDW is being charged,
                           and (vi) any audit necessary to enable MSDW to meet
                           applicable regulatory requirements.

                  IBM shall provide to such auditors, inspectors, regulators,
                  and representatives such assistance as they reasonably
                  require{ * }. IBM shall cooperate fully with MSDW or its
                  Designees in connection with audit functions and with regard
                  to examinations by regulatory authorities. MSDW's auditors and
                  other representatives shall comply with IBM's reasonable
                  security requirements. MSDW will make reasonable efforts to
                  limit the number, scope and duration of such audits and
                  otherwise attempt to minimize any disruption to IBM's business
                  caused by such audits.

         10.2.    Audit Follow-up.
                  ---------------

                  (a)      Following an audit or examination, MSDW shall conduct
                           (in the case of an internal audit), or request its
                           external auditors or examiners to conduct, an exit
                           conference with IBM to obtain factual concurrence
                           with issues identified in the review.

                  (b)      { * }

                  (c)      IBM and MSDW shall meet to review each audit report
                           promptly after the issuance thereof and to mutually
                           agree upon the appropriate manner, if any, in which
                           to respond to the changes suggested by the audit
                           report. Notwithstanding the foregoing, in the event
                           that an audit reveals that IBM is not complying with
                           its obligations under the Agreement, IBM shall take
                           action as is necessary to correct such
                           non-compliance. MSDW and IBM agree to develop
                           operating procedures for the sharing of audit and
                           regulatory findings and reports relating to IBM's
                           operating practices and procedures produced by
                           auditors or regulators of either Party.

         10.3.    Records Retention.
                  -----------------

                  (a)      Until the latest of (i) three (3) years after
                           expiration or termination of the Agreement, (ii) the
                           date that all pending matters relating to the
                           Agreement (e.g., disputes) are closed, (iii) the date
                           that retention of records is no longer required to
                           meet MSDW's records retention policy as identified to
                           IBM as such policy may be reasonably adjusted from
                           time to time, or (iv) as otherwise required by law or
                           regulation (the latest of such dates the "Retention
                           Date"), IBM shall maintain and provide access upon
                           request to the records, documents and other
                           information required to meet MSDW's audit rights
                           under the Agreement.

                  (b)      After the Retention Date, IBM may destroy or
                           otherwise dispose of such records, documents and
                           other information required to meet MSDW's audit
                           rights under the Agreement { * }.

                                       29

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

   11.  MSDW RESPONSIBILITIES

          11.1.   Responsibilities.
                  ----------------

                  In addition to MSDW's responsibilities set forth elsewhere in
                  the Agreement, MSDW shall be responsible for the following:

                  (a)      MSDW shall designate two individuals to whom all IBM
                           communications concerning the Agreement may be
                           addressed (each such individual shall be deemed a
                           "MSDW Contract Executive"). Each MSDW Contract
                           Executive shall have the authority to act for and
                           bind MSDW in matters relating to the Agreement.

                  (b)      MSDW shall cooperate with IBM by, among other things,
                           making available, as reasonably requested by IBM,
                           data processing priorities, management decisions,
                           information, approvals and acceptances so that IBM
                           may accomplish its obligations and responsibilities
                           under the Agreement. A MSDW Contract Executive, or
                           his or her designee, will be the principal point of
                           contact for obtaining such decisions, information,
                           approvals and acceptances.

          11.2.   { * }

   12.  CHARGES

          12.1.   General.
                  -------

                  All charges for the Services are set forth in this Article 12,
                  in Schedule C, in the SSAs, in the NSAs or in the
                  International Agreements. MSDW shall not be required to pay
                  IBM any amounts for the Services in addition to those to IBM
                  under this Article 12 or Schedule C.

          12.2.   Incidental Expenses.
                  -------------------

                  IBM acknowledges that, except as may be otherwise provided in
                  the Agreement, expenses that IBM expects to incur in
                  performing the Services (including travel and lodging,
                  document reproduction and shipping, and long-distance
                  telephone) are included in IBM's charges and rates set forth
                  in the Agreement. Accordingly, such IBM expenses are not
                  separately reimbursable by MSDW unless, on a case-by-case
                  basis for unusual expenses, MSDW has agreed in advance and in
                  writing to reimburse IBM for the expense.

          12.3.   Taxes.
                  -----

                  The Parties' respective responsibilities for taxes arising
                  under or in connection with the Agreement shall be as follows:

                                       30

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

           (a)   Each Party shall be responsible for any personal property taxes
                 on property it owns or leases, for franchise and privilege
                 taxes on its business, and for taxes based on its net income or
                 gross receipts.

           (b)   IBM shall be responsible for any sales, use, excise,
                 value-added, services, consumption, and other taxes and duties
                 payable by IBM{ * } on any goods or services that are used or
                 consumed by such entities in providing the Services where the
                 tax is imposed on the acquisition or use of such goods or
                 services by such entities and the amount of tax is measured by
                 the costs in acquiring such goods or services.

           (c)   MSDW shall be responsible for any sales, use, excise,
                 value-added, services, consumption or other tax that is
                 assessed on the provision of the Services as a whole, or on any
                 particular Service received by MSDW from IBM. If and to the
                 extent any such tax is reduced or eliminated during the Term,
                 IBM shall reduce or eliminate any charges for such taxes, as
                 appropriate. In the event that any interest or penalty is
                 assessed against MSDW with respect to any such tax, then IBM
                 shall reimburse MSDW for such interest or penalty to the extent
                 that such interest or penalty arises from IBM's failure to
                 invoice MSDW for such tax or to remit amounts paid by MSDW to
                 IBM for such tax.

           (d)   In the event that a sales, use, excise, value added, services,
                 consumption, or other tax is assessed on the provision of any
                 of the Services, MSDW shall provide tax calculations at the
                 Affiliate level based upon the benefit that each Affiliate
                 receives within a tax jurisdiction. The benefit shall be
                 determined by MSDW and provided to IBM so that the Parties can
                 work together to segregate the payments under the Agreement
                 into three (3) payment streams:

                 (i)   those for taxable Service;

                 (ii)  those in which IBM functions namely as a payment agent
                       for MSDW in receiving goods, supplies, or services
                       (including leasing and licensing arrangements); and

                 (iii) those for other nontaxable Services.

           (e)   The Parties agree to cooperate with each other to enable each
                 to more accurately determine its own tax liability and to
                 minimize such liability to the extent legally permissible. IBM
                 shall provide MSDW with information that separately states, for
                 each applicable tax jurisdiction, the amount of any taxes IBM
                 is collecting from MSDW. Each Party shall provide and make
                 available to the other any resale certificates, information
                 regarding out-of-state or out-of-country sales or use of
                 equipment, materials or services, and other exemption
                 certificates or information reasonably requested by the other
                 Party.

           (f)   { * }

                                       31




<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

     12.4. New Services.
           ------------

           In the event that MSDW requests IBM to perform functions that are
           materially different from, and in addition to, the Services, the
           Parties' obligations with respect to such functions shall be as
           follows:

           (a)   To the extent that such additional functions require additional
                 resources for which a pricing metric exists under the
                 Agreement, the additional functions shall:

                 (i)   subject to Subsection (e) of this Section, be priced in
                       accordance with the pricing metric;

                 (ii)  be documented pursuant to Subsection (f) of this Section,
                       and

                 (iii) be considered "Services" and be subject to the provisions
                       of the Agreement.

           (b)   To the extent that such additional functions require additional
                 resources for which a pricing metric does not exist under the
                 Agreement, then prior to performing such additional functions:

                 (i)   IBM shall provide to MSDW a project plan and shall,
                       subject to Subsection (e) of this Section, quote MSDW a
                       charge for such additional functions that takes into
                       account { * }.

                 (ii)  MSDW, upon receipt of such quote, may then elect to have
                       IBM perform the additional functions. If MSDW elects to
                       have IBM perform such additional functions, then

                       (A)  the charges under the Agreement shall be adjusted,
                            if and to the extent appropriate, to reflect such
                            functions,

                       (B)  such additional functions and adjustment of charges
                            shall be documented pursuant to Subsection (f) of
                            this Section; and

                       (C)  such additional functions shall be deemed "Services"
                            and shall be subject to the provisions of the
                            Agreement.

           (c)   MSDW may elect to solicit and receive bids from third parties
                 to perform such additional functions. { * }

           (d)   The Parties anticipate that:

                 (i)   the Services will evolve and be supplemented, modified,
                       enhanced or replaced over time to keep pace with
                       technological advancements and improvements in the
                       methods of delivering services, and

                                       32

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                 (ii)  Schedules E (Software) and J (Equipment) will be
                       supplemented and modified over time to accurately reflect
                       the Equipment and Software, respectively, used to provide
                       the Services. { * }

           (e)   If MSDW's request for additional functions pursuant to this
                 Section includes a request for, or otherwise would cause, IBM
                 to correspondingly reduce or eliminate Services it is
                 providing, then such additional functions shall be considered
                 "Replacement Services." { * }

           (f)   If MSDW elects to have IBM perform additional functions
                 pursuant to Subsections (a) or (b) of this Section, such
                 additional functions (and the appropriate adjustment to the
                 charges under this Agreement as determined pursuant to this
                 Section 12.4) shall be documented using the New Services
                 Amendment form set forth in Schedule I; provided, however, that
                 no such writing shall be effective unless signed by the MSDW
                 Contract Executive. Such writing if effective shall constitute
                 a New Services Amendment. MSDW's payment of charges under any
                 New Services Amendment shall apply toward MSDW's satisfaction
                 of the Minimum Annual Revenue Commitment.

     12.5. { * } [1 page]

     12.6. Cost of Living Adjustment.
           -------------------------

           (a)   The Parties intend that commencing { * }, certain identified
                 charges listed in Section 7.4 of Schedule C (such charges the
                 "Identified Charges") will increase if inflation, measured from
                 { * }, exceeds { * } per year, compounded annually. These
                 Identified Charges include protection against inflation at a
                 rate of { * } per year, compounded annually (such inflation
                 protection included in the Identified Charges the "COLA
                 Index"). The COLA Index for each calendar year of the Term is
                 as follows:

                 ---------------------------------------------------------------

                                        Calendar Year
                 ---------------------------------------------------------------

                           1999   2000   2001   2002   2003   2004    2005
                 ---------------------------------------------------------------

                  COLA
                  Index    { * }  { * }  { * }  { * }  { * }  { * }   { * }
                 ---------------------------------------------------------------

                 MSDW agrees to pay IBM a Cost of Living Adjustment ("COLA")
                 beginning { * } if actual cumulative inflation exceeds the COLA
                 Index as set forth above. IBM and MSDW agree to use the
                 Consumer Price Index, as published by the Bureau of Labor
                 Statistics, U.S. Department of Labor, For All Urban Consumers,
                 U.S. City Average, All Items, 1982-84-100 ("CPI-U") for
                 purposes of calculating actual inflation. The COLA will be
                 applied on a prospective basis, i.e., the Identified Charges
                 payable by MSDW will be surcharged by the COLA Factor after { *
                 } as determined below, if such COLA Factor is in excess of
                 zero. The COLA Factor will

                                       33

<PAGE>

Services Agreement by and between MDSW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                 be determined as soon as practicable after the end of each
                 calendar year during the Term beginning with the calendar year
                 { * }. If applicable, IBM will invoice MSDW for the COLA
                 beginning with Services rendered on or after { * } in
                 accordance with Article 13. The COLA Factor shall be calculated
                 as follows:

                       COLA Factor = { * }, where:

                 (i)   Actual Inflation = { * };

                 (ii)  Protected Inflation = { * };

                 (iii) Prior Year's Protected Inflation = { * }; and

                 (iv)  Base Year Index = { * }.

           (b)   In the event the Bureau of Labor Statistics stops publishing
                 the CPI-U or substantially changes its content and format, IBM
                 and MSDW will substitute another comparable index published at
                 least annually by a mutually agreeable source. If the Bureau of
                 Labor Statistics merely redefines the base year for the CPI-U
                 from 1982-84 to another year, IBM and MSDW will continue to use
                 the CPI-U, but will convert the COLA Index to the new base year
                 by using an appropriate conversion formula.

    12.7.  { * }  [2 pages]

13. INVOICING AND PAYMENT
    ---------------------

    13.1.  Invoicing.
           ---------

           (a)   IBM shall invoice MSDW for all amounts due under the Agreement
                 on a monthly basis in accordance with the SSA referenced as
                 "DWD 18" (as described in Schedule H). IBM shall separately
                 invoice MSDW for the following as follows:

                 (i)   IBM shall invoice MSDW for the Monthly Service Charge for
                       a calendar month { * }, and

                 (ii)  IBM shall invoice all other amounts due under the
                       Agreement { * }.

                 IBM shall provide details as to charges as specified by MSDW.
                 IBM shall include in each invoice the calculations utilized to
                 establish the charges.

           (b)   To the extent a credit may be due MSDW pursuant to the
                 Agreement, IBM shall provide MSDW with an appropriate credit
                 against amounts then due and owing. If no further payments are
                 due to IBM, IBM shall pay such amounts to MSDW within thirty
                 (30) days.

                                       34

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

           (c)   IBM shall render invoices for each month's charges pursuant to
                 Subsection (a) of this Section, showing such details as
                 reasonably specified by MSDW including as necessary to satisfy
                 MSDW's internal accounting and chargeback requirements (such as
                 allocating charges among portions of the Service, locations,
                 and business units). Such invoices shall separately state the
                 amounts of any taxes IBM is collecting from MSDW.

     13.2. Payment Due.
           -----------

           (a)   Subject to the other provisions of this Article 13:

                 (i)   invoices described in Section 13.1(a)(i) that are
                       properly submitted to MSDW pursuant to the Agreement
                       shall be due and payable by MSDW within seven (7)
                       business days after receipt thereof; and

                 (ii)  invoices described in Section 13.1(a)(ii) that are
                       properly submitted to MSDW pursuant to the Agreement
                       shall be due and payable by MSDW within twenty (20)
                       calendar days after receipt thereof.

           (b)   All amounts due and payable to IBM under this Article 13 shall
                 be paid by electronic funds transfer to IBM from account(s)
                 designated by MSDW.

           (c)   In the event that any amounts due are not received by IBM
                 within five (5) business days following the applicable due date
                 set forth in Subsection (a), such amounts due shall be subject
                 to a late fee equal to { * } of such amounts due per month
                 accruing from the original due date set forth in Subsection (a)
                 until the date MSDW pays such amount due.

     13.3. Accountability.
           --------------

           IBM shall maintain complete and accurate records of and supporting
           documentation for the amounts billable to and payments made by MSDW
           hereunder, in accordance with generally accepted accounting
           principles applied on a consistent basis. IBM agrees to provide MSDW
           with documentation and other information with respect to each invoice
           as may be reasonably requested by MSDW to verify accuracy and
           compliance with the provisions of the Agreement. MSDW and its
           authorized agents and representatives shall have access to such
           records for purposes of audit pursuant to Article 10 of the
           Agreement.

     13.4. Proration.
           ---------

           Periodic charges under the Agreement are to be computed on a calendar
           month basis, and shall be prorated for any partial calendar month.

     13.5. Set Off.
           -------

                                       35

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

          With respect to any amount to be paid by MSDW under the Agreement,
          MSDW may set off against such amount any amount that IBM is obligated
          to pay MSDW under the Agreement.

    13.6. Disputed Charges.
          ----------------

          Subject to Section 13.5, MSDW shall pay undisputed charges when such
          payments are due under this Article 13. MSDW may withhold payment of
          any particular charge that MSDW disputes in good faith, subject to the
          following limitations:

          (a)  For any monthly invoice, no more than { * } of the total amount
               invoiced to MSDW as set forth in such invoice may be withheld
               with respect to such invoice; and

          (b)  No more than { * } may be withheld at any given time by MSDW. For
               each calendar year, such aggregate shall be calculated as { * }.

          If the dispute underlying the amount withheld from a particular
          invoice is not resolved within { * } after such amount is withheld by
          MSDW, { * }

14. SAFEGUARDING OF MSDW DATA

    14.1. Safeguarding MSDW Data.
          ----------------------

          IBM shall establish and maintain safeguards against the destruction,
          loss, or alteration of MSDW Data in the possession of IBM that are no
          less rigorous than those maintained by IBM on behalf of MSDW prior to
          the Effective Date, and shall be no less rigorous than those
          maintained by IBM for its own information of a similar nature. MSDW
          or, at MSDW's request, a third party vendor, shall have the right to
          establish backup security for data and to keep backup data and data
          files in its possession at MSDW's expense.

    14.2. Unauthorized Access.
          -------------------

          Without limiting the generality of Section 14.1 above:

          (a)  IBM Personnel shall not attempt to access, or allow access to,
               any data, files or programs within the information systems
               environment to which they are not entitled under the Agreement.
               { * }

          (b)  IBM shall institute { * } systems security measures with respect
               to the access and controls it affords to its employees,
               Affiliates and IBM Personnel (including the employees of such
               Affiliates and IBM Personnel) to guard against, identify and
               promptly terminate the unauthorized access, alteration or
               destruction of Software and MSDW Data. Such measures shall
               include the installation of Software that (i) requires all
               entities described in the preceding sentence to enter a user
               identification and password prior to gaining access to the
               information systems; (ii) controls

                                       36

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

               and tracks the addition and deletion of such entities; and (iii)
               controls access by such entities to areas and features of the
               systems.

15. CONFIDENTIALITY

    15.1. Confidential Information.
          ------------------------

          (a)  IBM and MSDW each acknowledge that they may be furnished with,
               receive, or otherwise have access to information of or concerning
               the other Party which such Party considers to be confidential,
               proprietary, a trade secret or otherwise restricted. As used in
               the Agreement, "Confidential Information" shall mean { * }. The
               terms and conditions of the Agreement shall be deemed
               Confidential Information.

          (b)  In the case of MSDW, Confidential Information also shall include
               { * }: (collectively, the "MSDW Confidential Information").

          (c)  In the case of IBM, Confidential Information also shall include
               { * } (collectively, the "IBM Confidential Information").

    15.2. Obligations.
          -----------

          (a)  Each Party's Confidential Information shall remain the property
               of that Party except as expressly provided otherwise by the other
               provisions of the Agreement. MSDW and IBM shall each use at least
               the same degree of care, but in any event no less than a
               reasonable degree of care, to prevent disclosing to third parties
               the Confidential Information of the other as it employs to avoid
               unauthorized disclosure, publication or dissemination of its own
               information of a similar nature; provided that a Party may
               disclose such information to entities performing services
               required hereunder where (i) use of such entity is authorized
               under the Agreement, (ii) such disclosure is necessary or
               otherwise naturally occurs in that entity's scope of
               responsibility, and (iii) the entity agrees in writing to assume
               the obligations described in this Article 15. Any disclosure to
               such entity shall be under the terms and conditions as provided
               in this Section.

          (b)  Neither Party may:

               (i)   make any use of the Confidential Information of the other
                     Party except as required to perform its obligations under
                     the Agreement;

               (ii)  possess or assert any lien or similar right against or to
                     the Confidential Information of the other Party; or

               (iii) sell, assign, lease, or otherwise dispose of to third
                     parties or commercially exploit the Confidential
                     Information of the other Party.

                                       37





<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

          (c)  As requested by MSDW during the Term, upon expiration or any
               termination of the Agreement, or with respect to any particular
               MSDW Confidential Information, on such earlier date that the same
               shall be no longer required by IBM in order to render the
               Services, IBM shall either return in a form reasonably requested
               by MSDW or destroy, as MSDW may direct, all material (including
               all copies) in any medium that contains{ * } MSDW Confidential
               Information; provided, however, that IBM may retain one (1) copy
               of such information to the extent required to provide the
               Services, to comply with laws or regulations, or to establish
               IBM's rights under the Agreement.

          (d)  As requested by IBM

               (i)   after { * } MSDW shall either return in a form reasonably
                     requested by IBM or destroy, as IBM may direct, all
                     material (including all copies) in any medium that
                     contains{ * } IBM Confidential Information to the extent no
                     longer required by MSDW for the receipt of any Services
                     after such expiration or termination; or

               (ii)  after the use of IBM Confidential Information by MSDW that
                     constitutes a breach of MSDW's obligations described in
                     Subsections (a) or (b) of this Section, MSDW shall either
                     return in a form reasonably requested by IBM or destroy, as
                     IBM may direct, all material (including all copies) in any
                     medium that contains{ * } the IBM Confidential Information
                     upon which such breach is based; provided, however, that in
                     each case described in Subsections (i) and (ii) of this
                     Subsection, MSDW may retain one (1) copy of such
                     information to the extent required to perform its
                     obligations under the Agreement, to comply with laws or
                     regulations, or to establish MSDW's rights under the
                     Agreement.

          (e)  Each Party shall take reasonable steps to ensure that its
               employees comply with the terms and conditions of this Article
               15.

15.3.    Exclusions.
         ----------

          (a)  Section 15.2 shall not apply to any particular information which
               IBM or MSDW can demonstrate (i) was, at the time of disclosure to
               it, lawfully in the public domain; (ii) after disclosure to it,
               is published or otherwise lawfully becomes part of the public
               domain through no fault of the receiving Party; (iii) was in the
               possession of the receiving Party at the time of disclosure to
               it; (iv) was received after disclosure to it from a third party
               who had a lawful right to disclose such information to it without
               any obligation to restrict its further use or disclosure; or (v)
               was independently developed by the receiving Party without
               reference to Confidential Information of the furnishing Party. In
               addition, a Party shall not be considered to have breached its
               obligations by disclosing Confidential Information of the other
               Party as required to satisfy any legal requirement

                                       38

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

               of a competent government body provided that, immediately upon
               receiving any such request and to the extent that it may legally
               do so, such Party advises the other Party promptly and prior to
               making such disclosure, take action to assure confidential
               handling of the Confidential Information, or take such other
               action as its deems appropriate to protect the Confidential
               Information.

          (b)  Either Party may disclose the terms and conditions of the
               Agreement to third parties that (i) have expressed bona fide
               interest in consummating a significant financing, merger or
               acquisition transaction between such third parties and the
               disclosing Party, (ii) have a reasonable ability (financial and
               otherwise) to consummate such transaction, and (iii) have
               executed a nondisclosure agreement that (A) includes within its
               scope the terms and conditions of the Agreement, (B) limits
               distribution to those with a need to know in connection with such
               transaction, and (C) allows use only in connection with the
               transaction. Each Party shall endeavor to delay the disclosure of
               the terms and conditions of the Agreement until the status of
               discussions concerning such transaction warrants such disclosure.

    15.4. Loss of Confidential Information.
          --------------------------------

          In the event of any unauthorized disclosure or loss of, or inability
          to account for, any Confidential Information of the furnishing Party
          by the Party to whom such information was disclosed, upon becoming
          aware of such event the receiving Party shall promptly, at its own
          expense (a) notify the furnishing Party in writing, (b) take such
          actions as reasonably requested by the furnishing Party, and (c)
          otherwise cooperate with the furnishing Party to minimize the adverse
          effects to the furnishing Party of such event and any damage resulting
          from such event.

    15.5. No Implied Rights.
          -----------------

          Nothing contained in this Article 15 shall be construed as obligating
          a Party to disclose its Confidential Information to the other Party,
          or as granting to or conferring on a Party, expressly or impliedly,
          any rights or license to the Confidential Information of the other
          Party.

    15.6. Survival.
          --------

          This Article 15 shall survive the expiration or termination of the
          Agreement for a period equal to { * }.

16. REPRESENTATIONS AND WARRANTIES
    ------------------------------

    16.1. Work Standards.
          --------------

          IBM represents and warrants that the Services will be executed in a
          workmanlike manner, in accordance with { * }.

    16.2. { * }.
          -----

                                       39





<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

    16.3. { * }.
          -----

    16.4. { * }.
          -----

    16.5. Non-Infringement.
          ----------------

          Each Party represents and warrants that it will perform its
          responsibilities under the Agreement in a manner that does not
          infringe, or constitute an infringement or misappropriation of, any
          patent, copyright, trademark, trade secret or other intellectual
          proprietary rights of the other Party of any third party.

    16.6. Software Ownership or Use.
          -------------------------

          Subject to Section 7.8, each Party represents and warrants to the
          other that it is, or will be at the applicable time, either the owner
          of, or authorized to distribute, provide and use Software to the
          extent it is licensed or developed by such Party.

    16.7. Compliance With Laws and Regulations; Non-Contravention.
          -------------------------------------------------------

          (a)  Each Party represents and warrants that it will perform its
               obligations in a manner that complies with applicable laws,
               regulations, ordinances and codes, including identifying and
               procuring required permits, certificates, approvals and
               inspections. If a charge of non-compliance with such laws,
               regulations, ordinances, or codes occurs, such Party will
               promptly notify the other Party of such charge in writing.

          (b)  To the extent such matters relate to IBM's performance of the
               Services, MSDW will identify and make available to IBM
               interpretations of any laws applicable to MSDW and its industry.

          (c)  Each Party represents and warrants that such Party's execution,
               delivery, and performance of the Agreement will not constitute
               (i) a violation of any judgment, order, or decree; (ii) a
               material default under any material contract by which it or any
               of its material assets are bound; or (iii) an event that would,
               with notice or lapse of time, or both, constitute such a default
               as described in (ii).

    16.8. Authorization.
          -------------

          Each Party represents and warrants that:

          (a)  it has the requisite power and authority to enter into the
               Agreement and to carry out the transactions contemplated by the
               Agreement; and

          (b)  the execution, delivery and performance of the Agreement and the
               consummation of the transactions contemplated by the Agreement
               have been duly authorized by the requisite action on the part of
               such Party.

    16.9. Inducements.
          -----------

                                       40

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

           IBM represents and warrants to MSDW that it has not violated and will
           not violate any applicable laws or regulations or any MSDW policies
           of which IBM has been given notice regarding the offering of unlawful
           inducements in connection with the Agreement. { * }

    16.10. { * }.
           -----

    16.11. { * }.
           -----

    16.12. { * }


    16.13. Disclaimer.
           ----------

           EXCEPT AS PROVIDED IN THE AGREEMENT, THERE ARE NO OTHER EXPRESS
           WARRANTIES AND THERE ARE NO IMPLIED WARRANTIES, INCLUDING THE IMPLIED
           WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

17. INSURANCE AND RISK OF LOSS

    17.1.  Insurance.
           ---------

           IBM shall during the Term have and maintain in force the following
           insurance coverages:

           (a)  Worker's compensation insurance, including occupational illness
                or disease coverage, or other similar social insurance in
                accordance with the laws of the country, state, or territory
                exercising jurisdiction over the employee and employer's
                liability insurance with a minimum limit of { * };

           (b)  Commercial general liability insurance, including products,
                completed operations liability and personal injury, contractual
                liability and broad form property damage liability coverage for
                damages to any property with a minimum combined single limit of
                { * };

           (c)  Electronic data processing all-risk property insurance on
                equipment, data, media and valuable papers, including extra
                expense coverage, with a minimum limit adequate to cover such
                risks on a replacement costs basis;

           (d)  Automotive liability insurance covering use of all owned,
                non-owned, and hired automobiles with a minimum combined single
                limit of { * } for bodily injury and property damage liability;

           (e)  Umbrella liability insurance with a minimum limit of { * }; and

           (f)  Employee dishonesty and computer fraud coverage for loss arising
                out of or in connection with any fraudulent or dishonest acts
                committed by the employees of IBM, acting alone or in collusion
                with others, including the

                                       41

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

               property and funds of others in their care, custody or control,
               in a minimum amount of { * }.

          The foregoing insurance coverages shall be primary and
          non-contributing with respect to any other insurance or self insurance
          which may be maintained by MSDW, and the insurance coverages described
          in Subsections (b), (d) and (e) of this Section shall be endorsed to
          MSDW as an additional insured to the extent of MSDW's insurable
          interest. IBM shall cause its insurers to issue certificates of
          insurance evidencing that the coverages and policy endorsements
          required under the Agreement are maintained in force and that not less
          than thirty (30) days written notice shall be given to MSDW prior to
          any modification, cancellation or non-renewal of the corresponding
          policies. The insurers selected by IBM shall have an A.M. Best rating
          of A- or better or Class 12 or better, or if such ratings are no
          longer available, with a comparable rating from a recognized insurance
          rating agency. IBM shall assure that Authorized Subcontractors, if
          any, maintain insurance coverages as specified in this Article 17 or
          are endorsed as additional insureds on all required IBM coverages.

    17.2. Risk of Loss.
          ------------

          Each party shall be responsible for risk of loss of and damage to, any
          Equipment, Software or other materials in its possession or under its
          control.

18. INDEMNITIES

    18.1. Indemnity by IBM.
          ----------------

          IBM agrees to indemnify, defend and hold harmless MSDW and its
          Affiliates and their respective officers, directors, employees,
          agents, successors, and assigns, from any and all Losses and
          threatened Losses incurred as a result of a third-party claim arising
          from, in connection with, or based on allegations of:

          (a)  Any occurrences that IBM is required to insure against pursuant
               to Article 17, but only to the extent that IBM fails to provide
               such coverage and only to the extent of such coverage;

          (b)  Any infringement of any patent, trademark, trade secret,
               copyright or other intellectual property rights, alleged to have
               occurred because of software, materials or other resources
               provided by IBM to MSDW, or based upon performance of the
               Services by IBM, except to the extent caused by the modification,
               misuse or improper combination with other products by MSDW or
               MSDW's Affiliates, not authorized by IBM, of such items; or

          (c)  Any breach of an IBM obligation under Sections 6.1 or 7.3 of the
               Agreement to comply with applicable lease and license terms for
               MSDW Equipment or Third Party Software licensed by MSDW or an
               MSDW Affiliate.

    18.2. Indemnity by MSDW.
          -----------------

                                       42

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

          MSDW agrees to indemnify, defend and hold harmless IBM and its
          Affiliates and their respective officers, directors, employees,
          agents, successors, and assigns, from any and all Losses and
          threatened Losses incurred as a result of a third-party claim arising
          from, in connection with, or based on allegations of:

          (a)  MSDW's failure to pay rent or utilities at any location where
               MSDW is required to furnish space or utilities to IBM pursuant to
               the Agreement; or

          (b)  Any infringement of any patent, trademark, trade secret,
               copyright or other intellectual property rights, alleged to have
               occurred because of software, materials or other resources
               provided by IBM to MSDW, or based upon MSDW's performance of its
               obligations under the Agreement, except to the extent caused by
               the modification, misuse or improper combination with other
               products by IBM, IBM's Affiliates or IBM Personnel, not
               authorized by MSDW, of such items.

    18.3. Additional Indemnities.
          ----------------------

          IBM and MSDW each agree to indemnify, defend and hold harmless the
          other, and its Affiliates, officers, directors, employees, agents,
          successors, and assigns, from any and all Losses and threatened Losses
          incurred as a result of a third-party claim arising from, in
          connection with, or based on allegations of:

          (a)  the death or bodily injury of any agent, employee, customer,
               business invitee, or business visitor or other person caused by
               the tortuous conduct of the indemnitor (limited to Losses in
               proportion to the indemnitor's comparative fault);

          (b)  the damage, loss or destruction of any real or tangible personal
               property caused by the tortuous conduct of the indemnitor
               (limited to Losses in proportion to the indemnitor's comparative
               fault);

          (c)  an act or omission of the indemnitor in its capacity as an
               employer of a person;

          (d)  a Party's breach of its obligations with respect to Confidential
               Information; or

          (e)  the indemnitor's breach of any of the representations and
               warranties set forth in Sections 16.7(a) and 16.7(c) of the
               Agreement. { * }

    18.4. Indemnification Procedures.
          --------------------------

          With respect to third-party claims that are subject to indemnification
          pursuant to this Article 18, the following procedures shall apply:

          (a)  Notice. Promptly after receipt by any entity entitled to
               ------
               indemnification under Sections 18.1 through 18.3 of notice of the
               commencement or threatened commencement of any civil, criminal,
               administrative, or

                                       43

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

               investigative action or proceeding involving a claim in respect
               of which the indemnitee will seek indemnification pursuant to any
               such Section, the indemnitee shall notify the indemnitor of such
               claim in writing. No failure to so notify an indemnitor shall
               relieve it of its obligations under the Agreement except to the
               extent that it can demonstrate damages attributable to such
               failure. Within fifteen (15) days following receipt of written
               notice from the indemnitee relating to any claim, but no later
               than ten (10) days before the date on which any response to a
               complaint or summons is due, the indemnitor shall notify the
               indemnitee in writing if the indemnitor elects to assume control
               of the defense and settlement of that claim (a "Notice of
               Election").

          (b)  Procedure Following Notice of Election. If the indemnitor
               --------------------------------------
               delivers a Notice of Election relating to any claim within the
               required notice period, the indemnitor shall be entitled to have
               sole control over the defense and settlement of such claim;
               provided that (i) the indemnitee shall be entitled to participate
               in the defense of such claim and to employ counsel at its own
               expense to assist in the handling so such claim, and (ii) the
               indemnitor shall obtain the prior written approval of the
               indemnitee before entering into any settlement of such claim or
               ceasing to defend against such claim. After the indemnitor has
               delivered a Notice of Election relating to any claim in
               accordance with the preceding paragraph, the indemnitor shall not
               be liable to the indemnitee for any legal expenses incurred by
               the indemnitee in connection with the defense of that claim. The
               indemnitee shall cooperate in all reasonable respects with the
               indemnitor and its attorneys in he investigation, trial and
               defense of such claim and any appeal arising therefrom. In
               addition, the indemnitor shall not be required to indemnify the
               indemnitee for any amount paid or payable by the indemnitee in
               the settlement of any claim for which the indemnitor has
               delivered a timely Notice of Election if such amount was agreed
               to without the written consent of the indemnitor.

          (c)  Procedure Where No Notice of Election Is Delivered. If the
               --------------------------------------------------
               indemnitor does not deliver a Notice of Election relating to any
               claim within the required notice period, the indemnitee shall
               have the right to defend the claim in such a manner as it may
               deem appropriate, at the cost and expense of the indemnitor. The
               indemnitor shall promptly reimburse the indemnitee for all such
               costs and expenses.

    18.5. Subrogation.
          -----------

          In the event that an indemnitor shall be obligated to indemnify an
          indemnitee pursuant to Sections 18.1 through 18.3, the indemnitor
          shall, upon payment of such indemnity in full, be subrogated to all
          rights of the indemnitee with respect to the claims to which such
          indemnification relates.

19. LIABILITY

    19.1. General Intent.
          --------------

                                       44

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

          Subject to the specific provisions of this Article 19, it is the
          intent of the Parties that each Party shall be liable to the other
          Party for any actual damages incurred by the non-breaching Party as a
          result of the breaching Party's failure to perform its obligations in
          the manner required by the Agreement.

    19.2. Liability Restrictions.
          ----------------------

          (a)  SUBJECT TO SUBSECTION 19.2(c), IN NO EVENT, WHETHER IN CONTRACT
               OR IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, STRICT
               LIABILITY IN TORT AND WITH RESPECT TO MSDW's LIABILITY FOR
               FAILURE TO PAY AMOUNTS DUE UNDER THIS AGREEMENT), SHALL A PARTY
               BE LIABLE FOR INDIRECT OR CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR
               SPECIAL DAMAGES EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
               POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

          (b)  Subject to Subsection 19.2(c), each Party's total liability to
               the other, whether in contract or in tort (including breach of
               warranty, negligence, strict liability in tort and with respect
               to MSDW's liability for failure to pay amounts due under this
               Agreement) shall be limited in the aggregate, for all claims,
               causes of action and occurrences:

               (i)  except as provided in Paragraph (b)(ii),{ * }

               (ii) with respect to claims relating to any Discrete Service
                    Project, to an amount equal to { * } the particular Discrete
                    Service Project that is the subject of the claim. The term
                    "Discrete Service Project" means individual projects for
                    { * } Services pursuant to { * } of the Agreement, under
                    which IBM performs { * } Services and where IBM does not
                    take { * } responsibility under the Agreement for the { * }
                    to which such Services primarily relate.

          (c)  The limitations set forth in Subsections { * } shall not apply
               with respect to: { * }

          (d)  Each Party shall have a duty to mitigate damages for which the
               other Party is responsible.

    19.3. Force Majeure.
          -------------

          (a)  No Party shall be liable for any default or delay in the
               performance of its obligations under the Agreement if and to the
               extent such default or delay is caused, directly or indirectly,
               by fire, flood, earthquake, elements of nature or acts of God,
               riots, civil disorders, rebellions or revolutions in any country,
               or any other cause beyond the reasonable control of such Party;
               provided, however, that the non-performing Party is without fault
               in causing such default or delay, and such default or delay could
               not have

                                       45

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                           been prevented by reasonable precautions and cannot
                           reasonably be circumvented by the non-performing
                           Party through the use of alternate sources,
                           workaround plans or other means (including with
                           respect to IBM by IBM meeting its obligations for
                           performing disaster recovery Services as described in
                           the Agreement) (any event for which a Party is not
                           liable for default or delay in the performance of its
                           obligations under this Subsection (a) a "Force
                           Majeure Event").

                 (b)       In the event of a Force Majeure Event, the
                           non-performing Party shall be excused from further
                           performance or observance of the obligation(s) so
                           affected for as long as such circumstances prevail
                           and such Party continues to use its commercially
                           reasonable efforts to recommence performance or
                           observance whenever and to whatever extent possible
                           without delay. Any Party so delayed in its
                           performance shall immediately notify the Party to
                           whom performance is due by telephone (to be confirmed
                           in writing within five (5) calendar days of the
                           inception of such delay) and describe at a reasonable
                           level of detail the circumstances causing such delay.

                 (c)       If any Force Majeure Event substantially prevents,
                           hinders, or delays performance of the Services
                           necessary for the performance of MSDW functions
                           reasonably identified by MSDW as critical for more
                           than { * }, then at MSDW's option:

                           (i)      { * }

                           (ii)     MSDW may terminate any portion of the
                                    Services so affected { * } and the charges
                                    payable under the Agreement shall be
                                    equitably adjusted to reflect those
                                    terminated Services; or

                           (iii)    MSDW may terminate the Agreement { * } as of
                                    a date specified by MSDW in a written notice
                                    of termination to IBM; provided, however,
                                    that MSDW may not terminate the Agreement or
                                    any portion of the Services pursuant to
                                    Subsections (ii) or (iii) of this Subsection
                                    as long as IBM is performing those functions
                                    reasonably identified by MSDW as critical.
                                    If IBM is performing such functions
                                    following a Force Majeure Event, then upon
                                    sixty (60) calendar days' prior written
                                    notice to MSDW, IBM may cease performing
                                    such functions in which case MSDW may
                                    terminate the Agreement or any portion of
                                    the Services pursuant to Subsections (ii) or
                                    (iii) of this Subsection.  MSDW and IBM will
                                    cooperate with each other to (A) identify a
                                    process for minimizing IBM's costs and
                                    expenses incurred by IBM as a result of any
                                    Force Majeure Event.

        20.  DISPUTE RESOLUTION

                                       46

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

         Any dispute between the Parties arising out of or relating to the
         Agreement, including with respect to the interpretation of any
         provision of the Agreement and with respect to the performance by IBM
         or MSDW, shall be resolved as provided in this Article 20.

         20.1.    Informal Dispute Resolution.
                  ---------------------------

                  Prior to the initiation of formal dispute resolution
                  procedures, the Parties shall first attempt to resolve their
                  dispute informally, as follows:

                  (a)      Upon the written request of a Party, each Party shall
                           appoint a designated representative who does not
                           devote substantially all of his or her time to
                           performance under the Agreement, whose task it will
                           be to meet for the purpose of endeavoring to resolve
                           such dispute.

                           (i)      The designated representatives shall meet as
                                    often as the Parties reasonably deem
                                    necessary in order to gather and furnish to
                                    the other all information with respect to
                                    the matter in issue which the Parties
                                    believe to be appropriate and germane in
                                    connection with its resolution. The
                                    representatives shall discuss the problem
                                    and attempt to resolve the dispute without
                                    the necessity of any formal proceeding.

                           (ii)     During the coarse of discussion, all
                                    reasonable requests made by one Party to
                                    another for nonprivileged information,
                                    reasonably related to the Agreement, shall
                                    be honored in order that each of the Parties
                                    may be fully advised of the other's
                                    position.

                           (iii)    The specific format for the discussions
                                    shall be left to the discretion of the
                                    designated representatives.

                  (b)      Formal proceedings for the resolution of a dispute
                           pursuant to Section 20.2(a) may not be commenced
                           until the earlier of:

                           (i)      the designated representatives concluding in
                                    good faith that amicable resolution through
                                    continued negotiation of the matter does not
                                    appear likely; or

                           (ii)     { * } after the initial written request to
                                    appoint a designated representative pursuant
                                    to Subsection 20.1(a) above (this period
                                    shall be deemed to run notwithstanding any
                                    claim that the process described in this
                                    Section was not followed or completed).

                  This Section shall not be construed to prevent a Party from
                  instituting, and a Party is authorized to institute, formal
                  proceedings earlier to avoid the expiration of any applicable
                  limitations period, or to preserve a superior position with
                  respect to other creditors, or as provided in Section 20.2(b)
                  or Section 21.6.

         20.2.    Formal Dispute Resolution.
                  -------------------------

                                       47

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                  (a)      If the Parties are unable to resolve any dispute as
                           contemplated by Section 20.1, either Party may file
                           an action to resolve any dispute, controversy or
                           claim.

                  (b)      Immediate Injunctive Relief. The Parties agree that
                           ---------------------------
                           disputes, controversies or claims between them shall
                           not be subject to Sections 20.1 where a Party makes a
                           good faith determination that a breach of the terms
                           of the Agreement by the other Party is such that a
                           temporary restraining order or other injunctive
                           relief is the only appropriate and adequate remedy.
                           If a Party files a pleading with a court seeking
                           immediate injunctive relief and this pleading is
                           challenged by the other Party and the injunctive
                           relief sought is not awarded in substantial part, the
                           Party filing the pleading seeking immediate
                           injunctive relief shall pay all of the costs and
                           reasonable attorneys' fees of the Party successfully
                           challenging the pleading.

                  (c)      Jurisdiction. The Parties consent to the
                           ------------
                           non-exclusive jurisdiction of competent { * } state
                           courts or federal courts in the { * } for all
                           litigation which may be brought with respect to the
                           terms of, and the transactions and relationships
                           contemplated by, the Agreement. The Parties further
                           consent to the jurisdiction of any state court
                           located within a district which encompasses assets of
                           a Party against which a judgment has been rendered
                           for the enforcement of such judgment or award against
                           the assets of such Party.

         20.3.    Continued Performance.
                  ---------------------

                  Each Party agrees to continue performing its obligations under
                  the Agreement while any dispute is being resolved except to
                  the extent the issue in dispute precludes performance (dispute
                  over payment shall not be deemed to preclude performance).

         20.4.    Governing Law.
                  -------------

                  The Agreement and performance under it shall be governed by
                  and construed in accordance with the laws of State of { * }
                  without regard to its choice of law principles.

         20.5.    Limitations Period.
                  ------------------

                  No Party may bring an action, regardless of form, arising out
                  of the Agreement after the earlier to occur of:

                  (a)  the expiration of the applicable statutory limitations
                       period under applicable law; and

                  (b)  { * } after the later of (i) the date the underlying
                       cause of action arose or (ii) the date such cause of
                       action was or should have been discovered by such Party.

                                       48




<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

21.  TERMINATION

        21.1.   Termination for Cause.
                ---------------------

                (a)    In the event that IBM:

                        (i)     Commits a material breach of the Agreement,
                                which breach is capable of being cured
                                within thirty (30) days and fails to cure the
                                breach within thirty (30) days after notice of
                                breach from MSDW to IBM;

                        (ii)    Commits a material breach of the Agreement
                                which is not capable of being cured within
                                thirty (30) days and fails to (i) proceed
                                promptly and diligently to correct the breach,
                                (ii) develop within thirty (30) days following
                                written notice of breach from MSDW a complete
                                plan for curing the breach, and (iii) cure the
                                breach within sixty (60) days of notice thereof;

                        (iii)   { * }

                        (iv)    { * }

                        (v)     Terminates or suspends its business;

                         then MSDW may, by giving written notice to IBM and as
                         of a date specified in such notice, terminate { * }.

                (b)      { * } and (ii) MSDW fails to cure such breach { * }
                         of written notice of such breach from IBM, then IBM
                         may, by giving written notice to MSDW, terminate the
                         Agreement as of a date specified in such notice of
                         termination.

        21.2.   { * }

        21.3.   Termination of SSAs and NSAs.
                ----------------------------

                If MSDW is entitled to terminate the IPSS Services, Data
                Network Services or Voice Services pursuant to Sections 21.1(a)
                or 21.2, then as part of such termination, MSDW may also
                terminate any SSAs, NSAs and International Agreements associated
                with those Services being terminated, as designated by
                MSDW. { * }

        21.4.   Extension of Termination Effective Date.
                ---------------------------------------

                MSDW may extend the effective date of a termination by MSDW
                one (1) time, at its sole discretion, provided that the
                duration of such extension shall not exceed one hundred eighty
                (180) days following the original effective date of termination.
                For any notice or notices of such extension provided to IBM
                within sixty (60) days of the actual date of termination, MSDW
                shall reimburse IBM at its then current commercially available
                rates for those additional resources

                                       49

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                  required as a result of MSDW's failure to provide such notice
                  or notices sixty (60) days prior to the actual date of
                  termination.

         21.5.    Termination/Expiration Assistance.
                  ---------------------------------

                  (a)      Commencing six (6) months prior to expiration of the
                           Agreement or on such earlier date as MSDW may
                           request, or commencing upon any notice of termination
                           { * } or of non-renewal of the Agreement (including
                           notice based upon material breach by MSDW pursuant to
                           Section 21.1(b)), and continuing through the
                           effective date of expiration (as such effective date
                           may be extended pursuant to Section 4.2) or, if
                           applicable, through the effective date of termination
                           of the Agreement (as such effective date may be
                           extended pursuant to Section 21.3), IBM shall provide
                           to MSDW at no additional charge except as otherwise
                           provided in this Subsection (a), or at MSDW's request
                           to MSDW's designee, the reasonable
                           termination/expiration assistance requested by MSDW
                           to allow the Services to continue without
                           interruption or adverse effect and to facilitate
                           the orderly transfer of the Services to MSDW or its
                           designee (such assistance "Termination/Expiration
                           Assistance"). { * } [1 page]

                  (b)      { * }

         21.6.    { * }

22.  GENERAL

         22.1.    Binding Nature and Assignment.
                  -----------------------------

                  The Agreement shall be binding on the Parties as well as their
                  respective successors and permitted assigns. Neither Party
                  may, or shall have the power to, assign the Agreement or
                  delegate such Party's obligations under the Agreement without
                  the prior written consent of the other Party, such consent not
                  to be unreasonably withheld except that

                  (a)      IBM may delegate its obligations under the Agreement
                           to { * } in accordance with Section 9.7 of the
                           Agreement;

                  (b)      MSDW may assign its rights and obligations under the
                           Agreement without the approval of IBM to an entity
                           which acquires all or substantially all of the assets
                           of MSDW or to any subsidiary or Affiliate or
                           successor in a merger or acquisition of MSDW; and

                  (c)      IBM may assign or transfer to a third party its
                           rights to receive payments from MSDW under the
                           Agreement.

                  In the event of an assignment of the Agreement, delegation of
                  a Party's obligations or assignment or transfer of rights to
                  receive payments as permitted by this Section, the assigning
                  Party shall remain obligated to perform its obligations under
                  the Agreement (including any obligations assigned or
                  delegated). In the

                                       50

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                  event of an assignment pursuant to (b) above, the rights
                  granted pursuant to { * } hereof shall continue thereafter to
                  apply in accordance with its terms and with respect to any
                  Software (including { * } Software) used by MSDW or any MSDW
                  Affiliate to provide Financial Transaction Services prior to
                  the merger or acquisition, including any subsequent
                  modification or enhancement to such Software within the scope
                  of the definition of Financial Transaction Services, but such
                  rights shall not apply with respect to any other existing or
                  new Software used by the assignee entity to provide Financial
                  Transaction Services.

         22.2.    Entire Agreement.
                  ----------------

                  The Agreement constitutes the entire agreement between the
                  Parties with respect to the subject matter hereof and
                  supersedes all prior agreements (including the Previous
                  Agreement), whether written or oral, with respect to the
                  subject matter contained in the Agreement.

         22.3.    Notices.
                  -------

                  All notices, requests, demands, and determinations under the
                  Agreement (other than routine operational communications),
                  shall be in writing and shall be deemed duly given (i) when
                  delivered by hand, (ii) one business (1) day after being given
                  to an express, overnight courier with a reliable system for
                  tracking delivery, or (iii) six (6) business days after the
                  day of mailing, when mailed by United States mail, registered
                  or certified mail, return receipt requested, postage prepaid,
                  and addressed as follows:


                  -------------------------------------------------- ------------------------------------------
                                                                  
                  In the case of MSDW:                               With a copy to:
                  -------------------                                --------------
                  Morgan Stanley Dean Witter                         Morgan Stanley Dean Witter
                  2500 Lake Cook Road                                1585 Broadway
                  Riverwoods, Illinois 60015                         New York, NY  10036
                  Attention:  MSDW Contract Executive                Attention:  General Counsel
                      { * }
                  -------------------------------------------------- ------------------------------------------

                  In the case of IBM:                                With a copy to:
                  ------------------                                 --------------
                  International Business Machines                    International Business Machines
                    Corporation                                      Corporation
                  231 North Martingale Road                          Route 100
                  Schaumburg, Illinois  60173-2254                   Somers, New York  10589
                  Attention:  IBM Project Executive,                 Attention:  General Counsel, IBM Global
                      MSDW                                           Services
                  -------------------------------------------------- ------------------------------------------


                  A Party may from time to time change its address or designee
                  for notification purposes by giving the other Party prior
                  written notice of the new address or designee and the date
                  upon which it will become effective.

         22.4.    Counterparts.
                  ------------

                                       51





<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                  The Agreement may be executed in several counterparts, all of
                  which taken together shall constitute one single agreement
                  between the Parties.

         22.5.    Headings.
                  --------

                  The Article, Section, and Subsection headings of the
                  Agreement, and the table of contents of the Agreement, are for
                  reference and convenience only and shall not enter into the
                  interpretation of the Agreement.

         22.6.    Relationship of Parties.
                  -----------------------

                  IBM, in furnishing the Services, is acting as an independent
                  contractor. IBM has the sole right and obligation to
                  supervise, manage, contract, direct, procure, perform or cause
                  to be performed, all work to be performed by IBM under the
                  Agreement. IBM is not an agent of MSDW and has no authority to
                  represent MSDW as to any matters, except as otherwise
                  expressly authorized in the Agreement.

         22.7.    Severability.
                  ------------

                  In the event that any provision of the Agreement conflicts
                  with the law under which the Agreement is to be construed or
                  if any such provision is held invalid by a court with
                  jurisdiction over the Parties, such provision shall be deemed
                  to be restated to reflect as nearly as possible the original
                  intentions of the Parties in accordance with applicable law.
                  The remainder of the Agreement shall remain in full force and
                  effect.

         22.8.    Consents and Approval.
                  ---------------------

                  Except where expressly provided as being in the discretion of
                  a Party, where agreement, approval, acceptance, consent or
                  similar action by either Party is required under the
                  Agreement, such action shall not be unreasonably delayed or
                  withheld. An approval or consent given by a Party under the
                  Agreement shall not relieve the other Party from
                  responsibility for complying with the requirements of the
                  Agreement, nor shall it be construed as a waiver of any rights
                  under the Agreement, except as and to the extent otherwise
                  expressly provided in such approval or consent.

         22.9.    Waiver of Default; Cumulative Remedies.
                  --------------------------------------

                  (a)      No waiver of any right, or discharge of any
                           obligation, under the Agreement shall be valid unless
                           in writing and signed by an authorized representative
                           of the Party against which such waiver or discharge
                           is sought to be enforced. A delay or omission by
                           either Party to exercise any right or power under the
                           Agreement shall not be construed to be a waiver of
                           such right or power. A waiver by either Party of any
                           obligation to be performed by the other Party or of
                           any breach by the other Party shall not be construed
                           to be a waiver of any succeeding obligation or
                           breach, or of any other obligation under the
                           Agreement.

                                       52

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                  (b)    Except as otherwise expressly provided by the
                         Agreement, all remedies under the Agreement shall be
                         cumulative and in addition to and not in lieu of any
                         other remedies available to either Party at law, in
                         equity or otherwise.

         22.10.   Survival.
                  --------

                  Any provision of the Agreement which contemplates performance
                  or observance subsequent to any termination or expiration of
                  the Agreement (in whole or in part) shall survive any
                  termination or expiration of the Agreement (in whole or in
                  part, as applicable) and continue in full force and effect.
                  Without limiting the generality of the foregoing, Subsections
                  7.2(e) and 7.2(g) and Sections 7.9 and 7.10 shall survive any
                  termination or expiration of the Agreement (in whole or in
                  part). In the event of any conflict with any other provision
                  of this Agreement, Subsections 7.2(e) and 7.2(g) and Sections
                  7.9 and 7.10 shall control.

         22.11.   Public Disclosures.
                  ------------------

                  All media releases, public announcements, and public
                  disclosures by either Party relating to the Agreement or the
                  subject matter of the Agreement, including promotional or
                  marketing material, but not including announcements intended
                  solely for internal distribution or disclosures to the extent
                  required to meet legal or regulatory requirements beyond the
                  reasonable control of the disclosing Party, shall be
                  coordinated with and approved by the other Party prior to
                  release. Notwithstanding the foregoing, IBM may list MSDW as a
                  customer, and MSDW may list IBM as an information technology
                  services provider, and each Party may describe in general
                  terms the services provided by IBM under the Agreement in
                  proposals and other marketing materials.

         22.12.   Service Marks.
                  -------------

                  Each Party agrees that it shall not, without the other Party's
                  prior written consent, use the name, service marks or
                  trademarks of such other Party.

         22.13.   Third Party Beneficiaries.
                  -------------------------

                  The Agreement is entered into solely between, and may be
                  enforced only by, MSDW and IBM. The Agreement shall not be
                  deemed to create any rights in third parties, including
                  suppliers and customers of a Party.

         22.14.   Amendment.
                  ---------

                  This Agreement shall not be modified, amended or in any way
                  altered except by an instrument in writing signed by both
                  Parties.

         22.15.   Order of Precedence.
                  -------------------

                  It is the intent of the Parties that the language in the
                  documents making up the Agreement be construed to the maximum
                  extent possible so as not to create a

                                       53

<PAGE>

Services Agreement by and between MSDW and IBM effective as of July 1, 1999
Amended and Restated as of December 21, 2001

                  conflict among or between such documents. To the extent any
                  conflict among or between the documents making up the
                  Agreement cannot be resolved through application of the
                  foregoing rule, such conflict will be resolved in accordance
                  with the following order of precedence (in descending order of
                  precedence (i.e., starting with highest precedence and ending
                  with lowest precedence)):

                        (i)    NSAs, International Agreements as well as SSAs
                               that were executed by the MSDW Contract
                               Executive;

                        (ii)   The Schedules and exhibit 3 of the Previous
                               Agreement;

                        (iii)  The Attachments to the Schedules;

                        (iv)   The Annexes to the Attachments;

                        (v)    The Services Agreement; and

                        (vi)   SSAs and International Agreements not executed by
                               the MSDW Contract Executive.

         22.16.   Covenant of Good Faith.
                  ----------------------

                  Each Party agrees that, in its respective dealings with the
                  other Party under or in connection with the Agreement, it
                  shall act in good faith.

MORGAN STANLEY DEAN WITTER & CO.              INTERNATIONAL BUSINESS
                                               MACHINES CORPORATION

     /s/ Steven C. Van Wyk                          /s/ Mark Morin
By:  _________________________                By:  ___________________________

          Steven C. Van Wyk                            Mark Morin
Printed:  ____________________                Printed: _______________________



                                       54

<PAGE>

SCHEDULE A: Services

SCHEDULE B: Performance Standards

SCHEDULE C: Charges

SCHEDULE D: Key IBM Positions

SCHEDULE E: Software

SCHEDULE F: Approved Subcontractors

SCHEDULE G: Termination/Expiration Assistance

SCHEDULE H: SSAs and Certain Other Documents

SCHEDULE I: New Services Amendment Form

SCHEDULE J: Equipment

SCHEDULE K: Sample Audit Summary

SCHEDULE L: Certain IBM Competitors

SCHEDULE M: Certain Leases, Licenses and Contracts

SCHEDULE N: International Agreements

SCHEDULE O: Service Delivery Processes

Source: OneCLE Business Contracts.