<PAGE>

                                                                 Exhibit 10.6

                                             CONFIDENTIAL TREATMENT REQUESTED
                                             --------------------------------
                                               FOR PORTIONS OF THIS DOCUMENT.
                                               ------------------------------
                                    PORTIONS FOR WHICH CONFIDENTIAL TREATMENT
                                    -----------------------------------------
              IS REQUESTED ARE DENOTED BY [confidential treatment requested].
              ---------------------------------------------------------------
                                    CONFIDENTIAL INFORMATION OMITTED HAS BEEN
                                    -----------------------------------------
                                                    FILED SEPARATELY WITH THE
                                                    -------------------------
                                          SECURITIES AND EXCHANGE COMMISSION.
                                          -----------------------------------




                             INFORMATION TECHNOLOGY

                                SERVICE AGREEMENT



                                     BETWEEN



                                KELLWOOD COMPANY



                                       AND



                       ELECTRONIC DATA SYSTEMS CORPORATION






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KELLWOOD COMPANY / ELECTRONIC DATA SYSTEMS CORPORATION   IT SERVICE AGREEMENT

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<TABLE>
                                               TABLE OF CONTENTS
<CAPTION>
                                                                                                          PAGE
                                                                                                          ----
<S>                                                                                                        <C>
1.   SCOPE OF SERVICES.......................................................................................9

     1.1.   GENERAL DESCRIPTION OF SERVICES..................................................................9
            1.1.1.  Scope of Services.......................................................................10
     1.2.   TRANSITION......................................................................................10
            1.2.1.  Transformation Services.................................................................10
            1.2.2.  Critical Milestones.....................................................................10
            1.2.3.  Progress Reports........................................................................10
     1.3.   MANAGEMENT SERVICES.............................................................................11
            1.3.1.  Procurement.............................................................................11
            1.3.2.  Disaster Recovery.......................................................................11
            1.3.3.  Security Management.....................................................................11
     1.4.   TECHNOLOGY MANAGEMENT; UPGRADES AND ENHANCEMENTS................................................12
            1.4.1.  Technological Enhancements..............................................................12
            1.4.2.  Technology Planning.....................................................................12
            1.4.3.  Baseline Technology Upgrades............................................................14
            1.4.4.  Shared Resources........................................................................14
     1.5.   VIRUSES AND DISABLING DEVICES...................................................................14
     1.6.   END-USER SATISFACTION AND COMMUNICATION.........................................................15
     1.7.   STANDARDS AND PROCEDURES MANUAL.................................................................15
            1.7.1.  Development of Manual...................................................................15
            1.7.2.  Content of Manual.......................................................................15
     1.8.   SERVICE COMPATIBILITY...........................................................................16
     1.9.   MASLs...........................................................................................16
            1.9.1.  Commitment to MASLs.....................................................................16
            1.9.2.  MASL Measurement and Reporting..........................................................17
            1.9.3.  Root-Cause Analysis and Resolution......................................................17
            1.9.4.  Improvements in Performance.............................................................18
            1.9.5.  Service Compliance Relief...............................................................18
     1.10.  NON-EXCLUSIVITY.................................................................................18
     1.11.  1996 CONTRACT...................................................................................19

2.   ASSETS AND THIRD-PARTY CONTRACTS.......................................................................19

     2.1.   KELLWOOD-OWNED EQUIPMENT........................................................................19
     2.2.   KELLWOOD-LEASED EQUIPMENT.......................................................................19
     2.3.   THIRD-PARTY APPROVALS...........................................................................19
     2.4.   RETURN OF KELLWOOD EQUIPMENT....................................................................20
     2.5.   PROVISION OF EDS ASSETS.........................................................................20
            2.5.1.  Use of EDS Equipment by EDS Employees...................................................20
            2.5.2.  Provision of EDS Equipment to Kellwood..................................................20
            2.5.3.  Installation of EDS Equipment...........................................................20
            2.5.4.  Maintenance of EDS Equipment............................................................20
     2.6.   RETURN AND ACQUISITION OF EDS EQUIPMENT BY KELLWOOD.............................................21
     2.7.   KELLWOOD MAINTENANCE AGREEMENTS.................................................................21
     2.8.   FURTHER ASSURANCES..............................................................................21

3.   HUMAN RESOURCES........................................................................................22

     3.1.   EDS EMPLOYEES...................................................................................22
     3.2.   SOLICITATION OF PERSONNEL.......................................................................22

4.   PROVISION OF RESOURCES BY KELLWOOD.....................................................................22

     4.1.   OFFICE SPACE AND FURNISHINGS....................................................................22

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     4.2.   SPECIFIC HARDWARE AND CARRIER CHARGES...........................................................23
     4.3.   ACCESS TO PERSONNEL AND INFORMATION.............................................................23
     4.4.   OTHER FACILITY-RELATED OBLIGATIONS..............................................................23

5.   RETAINED AUTHORITY.....................................................................................24

     5.1.   STRATEGIC AND OPERATIONAL PLANNING..............................................................25
     5.2.   SERVICE DESIGN AND DELIVERY.....................................................................25
     5.3.   MOVES, ADDS, AND CHANGES; APPLICATIONS DEVELOPMENT..............................................25
     5.4.   CONTRACT MANAGEMENT.............................................................................26
     5.5.   BUDGET MANAGEMENT...............................................................................26
     5.6.   VALIDATION AND VERIFICATION.....................................................................26
     5.7.   OTHER RETAINED AUTHORITY........................................................................26
     5.8.   REVIEW AND ACCEPTANCE...........................................................................26
            5.8.1.  Acceptance Testing......................................................................26
            5.8.2.  Cure....................................................................................27
            5.8.3.  Final Acceptance........................................................................27

6.   FINANCIAL TERMS........................................................................................28

     6.1.   [CONFIDENTIAL TREATMENT REQUESTED]..............................................................29
     6.2.   PRICING AUDIT...................................................................................29
     6.3.   REDUCTION OF PAYMENTS...........................................................................30
     6.4.   TAXES...........................................................................................30
     6.5.   BENCHMARKING....................................................................................30
     6.6.   OTHER SERVICES..................................................................................31
     6.7.   INITIATIVE FEES.................................................................................32
     6.8.   FEE REDUCTIONS..................................................................................32
     6.9.   ONLY PAYMENTS...................................................................................32
     6.10.  SET OFF.........................................................................................32
     6.11.  DISPUTED AMOUNTS................................................................................32
     6.12.  PROCUREMENT.....................................................................................33
     6.13.  COST OF LIVING ADJUSTMENT.......................................................................33
            6.13.1.  Adjustment.............................................................................33
            6.13.2.  Change of Index........................................................................34

7.   RELATIONSHIP MANAGEMENT................................................................................34

     7.1.   PERSONNEL.......................................................................................34
            7.1.1.  EDS' Key Personnel......................................................................34
            7.1.2.  EDS Contract Manager....................................................................35
            7.1.3.  Kellwood Key Personnel and Representatives..............................................36
            7.1.4.  Additional Personnel Requirements.......................................................36
            7.1.5.  Minimum Proficiency Levels..............................................................36
            7.1.6.  Specialized Personnel...................................................................37
            7.1.7.  Training................................................................................37
            7.1.8.  Replacement of Personnel................................................................37
            7.1.9.  Supervision and Conduct of EDS Personnel................................................37
     7.2.   MANAGEMENT COMMITTEE............................................................................38
     7.3.   PARTIES' RELATIONSHIP...........................................................................38
     7.4.   WORK ORDER PROCEDURES; CHANGE MANAGEMENT PROCEDURE..............................................38

8.   INITIATIVES............................................................................................39

     8.1.   INITIATIVE REQUIREMENTS AND PROCESS.............................................................39
     8.2.   COOPERATION AND COORDINATION....................................................................40
     8.3.   RIGHT OF FIRST REFUSAL..........................................................................40

9.   LIMITATION OF FUTURE CONTRACTS.........................................................................41

10.  PROPRIETARY RIGHTS.....................................................................................41

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     10.1.  OWNERSHIP OF WORK PRODUCT.......................................................................41
            10.1.1.  Kellwood Sole Owner....................................................................41
            10.1.2.  Existing Intellectual Property.........................................................42
            10.1.3.  EDS Methodologies......................................................................42
            10.1.4.  Intellectual Property..................................................................42
            10.1.5.  Third-Party Underlying Works...........................................................43
     10.2.  RIGHTS AND LICENSES.............................................................................43
            10.2.1.  Necessary to the Services..............................................................43
            10.2.2.  Advance Consents.......................................................................43
     10.3.  KELLWOOD DATA...................................................................................43
     10.4.  INFRINGEMENT....................................................................................44
     10.5.  COOPERATION.....................................................................................44

11.  SECURITY AND PROTECTION OF INFORMATION.................................................................45

     11.1.  SECURITY........................................................................................45
            11.1.1.  Security and Policies..................................................................45
            11.1.2.  Information Access.....................................................................45
            11.1.3.  Background Checks......................................................................45
            11.1.4.  Other Policies.........................................................................46
            11.1.5.  Minimum Security Standards and Audit...................................................46
     11.2.  PROTECTION OF KELLWOOD CONFIDENTIAL INFORMATION.................................................46
            11.2.1.  Nondisclosure; EDS Policies and Procedures.............................................46
            11.2.2.  Disclosure Requests....................................................................47
            11.2.3.  Permitted Disclosure...................................................................47
            11.2.4.  Publicity..............................................................................47
     11.3.  LEGALLY REQUIRED DISCLOSURE.....................................................................47
     11.4.  NOTIFICATION....................................................................................47
     11.5.  INJUNCTIVE RELIEF...............................................................................48
     11.6.  RETURN OF CONFIDENTIAL INFORMATION..............................................................48
     11.7.  EDS CONFIDENTIAL INFORMATION....................................................................48

12.  TERM    ...............................................................................................49

     12.1.  INITIAL TERM; RENEWALS..........................................................................49
            12.1.1.  Initial Term...........................................................................49
            12.1.2.  Extensions by Kellwood.................................................................49
     12.2.  EARLY TERMINATION FOR CONVENIENCE...............................................................49
     12.3.  TERMINATION FOR DEFAULT.........................................................................50
            12.3.1.  Termination for EDS Default............................................................50
            12.3.2.  Termination for Kellwood Default.......................................................50
     12.4.  TERMINATION FOR FORCE MAJEURE EVENT.............................................................50
     12.5.  TERMINATION FOR INSOLVENCY......................................................................51
     12.6.  TERMINATION FOR DISBARMENT......................................................................51
     12.7.  EFFECT OF ENDING OF TERM........................................................................51
     12.8.  NO TERMINATION BY EDS...........................................................................51

13.  DISENTANGLEMENT........................................................................................51

     13.1.  GENERAL OBLIGATIONS.............................................................................51
     13.2.  DISENTANGLEMENT PROCESS.........................................................................52
     13.3.  SPECIFIC OBLIGATIONS............................................................................52
            13.3.1.  Full Cooperation and Information.......................................................52
            13.3.2.  No Interruption or Adverse Impact......................................................53
            13.3.3.  Third-Party Authorizations.............................................................53
            13.3.4.  Licenses to Proprietary Software.......................................................53
            13.3.5.  Transfer of Assets.....................................................................53
            13.3.6.  Transfer of Leases, Licenses, and Contracts............................................54
            13.3.7.  Delivery of Kellwood Confidential Information..........................................54

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            13.3.8.  Hiring of Employees....................................................................54
     13.4.  PREPARATION FOR DISENTANGLEMENT.................................................................55
            13.4.1.  Complete Documentation.................................................................55
            13.4.2.  Maintenance of Assets..................................................................55
            13.4.3.  Advance Written Consents...............................................................55
            13.4.4.  All Necessary Cooperation and Actions..................................................55

14.  REMEDIES; LIMITATIONS OF LIABILITY.....................................................................56

     14.1.  REMEDIES CUMULATIVE.............................................................................56
     14.2.  ATTORNEYS' FEES.................................................................................56
     14.3.  LIMITATION OF LIABILITY AND DISCLAIMERS.........................................................56
     14.4.  FORCE MAJEURE EVENTS............................................................................57

15.  INSURANCE..............................................................................................58

     15.1.  REQUIRED GENERAL LIABILITY INSURANCE COVERAGE...................................................58
            15.1.1.  Commercial General Liability Insurance.................................................58
            15.1.2.  Additional Insureds....................................................................59
            15.1.3.  Primary Insurance Endorsement..........................................................59
            15.1.4.  Form of General Liability Insurance Policies...........................................59
     15.2.  BUSINESS AUTOMOBILE LIABILITY INSURANCE.........................................................59
     15.3.  STATUTORY WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE..............................59
     15.4.  PROFESSIONAL ERRORS AND OMISSIONS LIABILITY INSURANCE/ELECTRONIC ERRORS AND OMISSIONS...........59
     15.5.  EMPLOYEE DISHONESTY AND COMPUTER FRAUD..........................................................60
     15.6.  PROPERTY INSURANCE..............................................................................60
     15.7.  GENERAL PROVISIONS..............................................................................60
            15.7.1.  Evidence of Insurance..................................................................60
            15.7.2.  "Claims-Made Coverage".................................................................60
            15.7.3.  Notice of Cancellation or Change of Coverage...........................................61

16.  INVOICES AND REPORTS...................................................................................61

     16.1.  INVOICES........................................................................................61
            16.1.1.  General................................................................................61
            16.1.2.  Fee-Reductions.........................................................................62
            16.1.3.  Other Services.........................................................................62
            16.1.4.  Initiatives............................................................................62
     16.2.  REPORTS.........................................................................................62
            16.2.1.  General................................................................................62
            16.2.2.  Media..................................................................................62

17.  RECORDKEEPING AND AUDIT RIGHTS.........................................................................63

     17.1.  RECORDKEEPING...................................................................................63
     17.2.  OPERATIONAL AUDIT RIGHTS........................................................................63

18.  LEGAL COMPLIANCE.......................................................................................64

     18.1.  COMPLIANCE WITH ALL LAWS AND REGULATIONS........................................................64
     18.2.  EDS PERMITS AND LICENSE.........................................................................64
     18.3.  HAZARDOUS MATERIALS.............................................................................64

19.  REPRESENTATIONS AND WARRANTIES.........................................................................65

     19.1.  EDS REPRESENTATIONS, WARRANTIES, AND RELATED COVENANTS..........................................65
            19.1.1.  Performance of the Services............................................................65
            19.1.2.  Conflict of Interest...................................................................65
            19.1.3.  Financial Condition and Information....................................................66
            19.1.4.  Litigation and Service of Process......................................................67
            19.1.5.  Proprietary Rights Infringement........................................................67
            19.1.6.  Legal and Corporate Authority..........................................................67

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            19.1.7.  Violations.............................................................................68
            19.1.8.  Information Furnished to Kellwood......................................................68
            19.1.9.  Previous Contracts.....................................................................68
     19.2.  KELLWOOD'S REPRESENTATIONS, WARRANTIES, AND COVENANTS...........................................68
            19.2.1.  Legal Authority........................................................................68
            19.2.2.  Disclaimer.............................................................................68
            19.2.3.  Information Furnished to EDS...........................................................69
     19.3.  WARRANTY DISCLAIMER.............................................................................69
     19.4.  WAIVER..........................................................................................69

20.  INDEMNIFICATION........................................................................................69

     20.1.  BY EDS..........................................................................................69
            20.1.1.  Technology.............................................................................69
            20.1.2.  Injury, Property, or Other Damage......................................................70
            20.1.3.  Third-Party Contracts..................................................................70
            20.1.4.  [confidential treatment requested].....................................................70
            20.1.5.  Hazardous Material.....................................................................71
            20.1.6.  Proprietary Information Disclosure.....................................................71
     20.2.  BY KELLWOOD.....................................................................................71
            20.2.1.  Technology.............................................................................71
            20.2.2.  Third-Party Contracts..................................................................71
            20.2.3.  Hazardous Materials....................................................................72
            20.2.4.  Injury, Property or Other Damage.......................................................72
     20.3.  WAIVER OF SUBROGATION...........................................................................72
     20.4.  GENERAL OBLIGATION..............................................................................72

21.  DISPUTE RESOLUTION.....................................................................................73

     21.1.  RESOLUTION PROCESS..............................................................................73
     21.2.  MEDIATION.......................................................................................73
     21.3.  LEGAL ACTION....................................................................................74
     21.4.  DE MINIMIS DISPUTES.............................................................................74
     21.5.  NO TERMINATION OR SUSPENSION OF SERVICES........................................................74
     21.6.  NO LIMITATION ON KELLWOOD REMEDIES FOR DEFAULT..................................................74

22.  KELLWOOD APPROVAL OF PROMOTIONS........................................................................75

23.  EDS APPROVAL OF PROMOTIONS.............................................................................75

24.  USE OF AFFILIATES AND SUBCONTRACTORS...................................................................75

     24.1.  APPROVAL; KEY SUBCONTRACTORS....................................................................75
     24.2.  SUBCONTRACTOR AGREEMENTS........................................................................75
     24.3.  LIABILITY AND REPLACEMENT.......................................................................76
     24.4.  DIRECT AGREEMENTS...............................................................................76

25.  DEFINITIONS............................................................................................76

     25.1.  AFFILIATE.......................................................................................76
     25.2.  AGREEMENT.......................................................................................76
     25.3.  BASELINE TECHNOLOGY.............................................................................76
     25.4.  COLA............................................................................................76
     25.5.  CONFIDENTIAL INFORMATION........................................................................77
     25.6.  CONTRACT YEAR OR CY.............................................................................77
     25.7.  EDS INDEMNITEES.................................................................................77
     25.8.  EDS KEY PERSONNEL...............................................................................77
     25.9.  CRITICAL MILESTONES.............................................................................77
     25.10. DEFAULT.........................................................................................77
     25.11. END-USER........................................................................................78
     25.12. ENVIRONMENTAL LAWS..............................................................................78

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     25.13. FEES............................................................................................78
     25.14. FORCE MAJEURE EVENT.............................................................................79
     25.15. GAAP............................................................................................79
     25.16. HAZARDOUS MATERIALS.............................................................................79
     25.17. KELLWOOD CONFIDENTIAL INFORMATION...............................................................79
     25.18. KELLWOOD DATA...................................................................................80
     25.19. KELLWOOD INDEMNITEES............................................................................80
     25.20. KELLWOOD REPRESENTATIVE.........................................................................80
     25.21. KELLWOOD SOFTWARE...............................................................................80
     25.22. KEY SUBCONTRACTORS..............................................................................81
     25.23. MANAGED CONTRACTS AND LEASES....................................................................81
     25.24. MASL............................................................................................81
     25.25. OTHER SERVICES..................................................................................81
     25.26. PARTY...........................................................................................81
     25.27. PERSON..........................................................................................81
     25.28. PROBLEM.........................................................................................81
     25.29. PROBLEM RESOLUTION REPORT.......................................................................82
     25.30. RESIDUALS.......................................................................................82
     25.31. SERVICES........................................................................................82
     25.32. SUBCONTRACTOR...................................................................................82
     25.33. UNDERLYING WORKS................................................................................83
     25.34. WORK ORDER......................................................................................83
     25.35. WORK PRODUCT....................................................................................83

26.  MISCELLANEOUS..........................................................................................83

     26.1.  ENTIRE AGREEMENT................................................................................83
     26.2.  ORDER OF PRECEDENCE.............................................................................84
     26.3.  CAPTIONS; REFERENCES; TERMINOLOGY...............................................................84
     26.4.  ASSIGNMENT......................................................................................84
     26.5.  NOTICES TO A PARTY..............................................................................84
     26.6.  AMENDMENTS; WAIVERS.............................................................................85
     26.7.  RELATIONSHIP BETWEEN, AND LEGAL STATUS OF, THE PARTIES..........................................86
     26.8.  SEVERABILITY....................................................................................86
     26.9.  COUNTERPARTS....................................................................................86
     26.10. LAWS AND REGULATIONS............................................................................86
     26.11. VENUE AND JURISDICTION..........................................................................87
     26.12. NO THIRD-PARTY BENEFICIARIES....................................................................87
     26.13. EXPENSES........................................................................................87
     26.14. SURVIVAL........................................................................................87
     26.15. NEITHER PARTY CONSIDERED DRAFTER................................................................87
     26.16. FINALIZATION OF SCHEDULES.......................................................................87
</TABLE>



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                                    SCHEDULES
                                    ---------



Schedule A            Distributed Computing Service Level Requirements

Schedule B            Applications Service Level Requirements

Schedule C            Network Service Level Requirements

Schedule D            Voice Communications Service Level Requirements

Schedule E            Help Desk Service Level Requirements

Schedule F            Enterprise Operations Center Service Level Requirements

Schedule G            Incentives and Fee Reductions

Schedule H            Pricing Schedule

Schedule I            Management Committee

Schedule J            Work Order Form; Change Management Procedures

Schedule K            Kellwood Policies

Schedule L            List of Managed Assets

Schedule M            List of Managed Contracts and Leases

Schedule N            EDS' Key Personnel

Schedule O            Kellwood Key Personnel

Schedule P            Early Termination Fees

Schedule Q            List of Approved Subcontractors

Schedule R            In-Scope Locations

Schedule S            EDS Documentation Guidelines

Schedule T            EDS Leases and Assets



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                             INFORMATION TECHNOLOGY
                             ----------------------

                               SERVICES AGREEMENT
                               ------------------



                  This INFORMATION TECHNOLOGY SERVICE AGREEMENT (the
"Agreement") is entered into as of the latest date following the signatures
of the Parties (the "Contract Signing Date"), by and between KELLWOOD
COMPANY, a Missouri corporation, ("Kellwood") with corporate offices at
600 Kellwood Parkway, Chesterfield Missouri, 63017 and ELECTRONIC DATA
SYSTEMS CORPORATION, a Delaware corporation, ("EDS Corporation"), and EDS
INFORMATION SERVICES L.L.C., a Delaware limited liability company ("EIS")
with corporate offices at 5400 Legacy Drive, H3-3A-05, Plano, Texas
75024-3105. The obligations of EDS Corporation set forth in this Agreement
will be performed by EDS Corporation, itself and through its direct and
indirect wholly-owned subsidiaries, including EIS (collectively, "EDS" or
"Provider"). EDS Corporation will remain responsible for the obligations
performed by EIS and such other subsidiaries to the same extent as if such
obligations were performed by EDS Corporation. By executing this Agreement,
EIS also agrees to be bound by, and subject to, the terms and conditions of
this Agreement to the same extent as EDS Corporation. EDS and Kellwood may
be referred to in this Agreement individually as a "Party" and together as
"Parties".


                                    RECITALS

WHEREAS, Kellwood, is approaching the sixth year of its information
technology ("IT") outsourcing contract with EDS, dated June 21, 1996,
Kellwood seeks to enter into a new agreement and thereby extend and update
its contractual arrangement with EDS.

         NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the receipt, sufficiency, and adequacy of which
are hereby acknowledged, the Parties, intending to be legally bound, hereby
contract and agree as follows:


1.       SCOPE OF SERVICES

         1.1.     GENERAL DESCRIPTION OF SERVICES


         Subject at all times to Kellwood's exercise of its management and
oversight functions and prerogatives, as identified in Section 5 or
otherwise, and subject to the provisions of the Agreement hereof; EDS shall
perform all of the Services outlined in this Agreement, including those in
this Section, and all Schedules attached to this Agreement, in which
obligations of Kellwood and EDS are set forth in detail.

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         In all cases, EDS shall deliver high-quality, value-added services
in compliance with this agreement and the attached Schedules that assist
Kellwood in effectively utilizing IT to increase the efficiency and
productivity of Kellwood business operations. Unless otherwise expressly
stated in the Schedules to this Agreement or elsewhere in this Agreement, EDS
shall commence all Services under this Agreement at 12:01 a.m., local time,
on the Contract Signing Date.

                  1.1.1.   SCOPE OF SERVICES.

                  Starting on the Contract Signing Date and continuing during
the Term, EDS shall provide and perform the Services to and for Kellwood as
follows:

                  (a)      each of the Services specifically described and
                           defined in this Section 1, the attached
                           Schedules, or elsewhere in this Agreement; and

                  (b)      if any Services, functions, responsibilities or
                           tasks not specifically described in this Agreement
                           are required for the proper performance and
                           provision of the Services and are an inherent part
                           of, or a necessary sub-part included within, the
                           Services described above and elsewhere in
                           this Agreement, such services, functions,
                           responsibilities and tasks shall be deemed to be
                           implied by and included within the scope of the
                           Services to the same extent and in the same manner
                           as if specifically described in this Agreement.

         1.2.     TRANSITION

                  1.2.1.   TRANSFORMATION SERVICES

                  EDS shall accomplish the transparent, seamless, orderly,
and uninterrupted transition from the manner in which Kellwood currently
receives all services pursuant to the 1996 Contract to the Services described
in this Agreement.

                  1.2.2.   CRITICAL MILESTONES

                  The Parties recognize and agree that time is of the essence
for a successful transformation and they have designated certain actions and
projects in this Agreement as Critical Milestones. If EDS fails to meet any
Critical Milestone by the date corresponding thereto, EDS shall be subject to
Fee Reductions pursuant to the MASL's attached as Schedule G hereof.

                  1.2.3.   PROGRESS REPORTS

                  EDS shall provide to the Kellwood CIO (or his/her
Representative) a written update as to progress of the transition and
transformation implementation, at least monthly until such implementation
and each of EDS' responsibilities thereunder have been met.

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         1.3.     MANAGEMENT SERVICES

                  Commencing at 12:01 a.m., local time, on the Contract
Signing Date, and at all times thereafter during the Term, except as
otherwise expressly stated herein, EDS shall perform, at all in-scope
Kellwood Sites, as described in Schedule R, all Services under this
Agreement.

                  1.3.1.   PROCUREMENT

                  EDS shall procure, for its use in providing the Services,
all hardware, software, and network facilities needed in order for EDS to
provide the Services in accordance with this Agreement. EDS' procurement
responsibilities shall include: procurement of additional assets; evaluation
of vendor qualifications and independence; negotiation of prices; obtaining
the [confidential treatment requested] rates and discounts available;
distribution and installation of all procured items; and software license
compliance. All procurement activities necessary for EDS to administer this
Agreement, and all purchase prices, license fees, lease payments, and support
and maintenance fees for all EDS owned or leased assets in Schedule T, shall
be paid for by EDS.

                  1.3.2.   DISASTER RECOVERY

                  Not later than ninety (90) days after the Contract Signing
Date, EDS shall provide Kellwood a complete disaster recovery plan, for
Kellwood's review and approval, designed to provide for the continuing
availability of Services as designated in this Agreement, during any event
that would, under the circumstances, otherwise affect EDS' ability to deliver
the Services. Commencing not later than ninety (90) days after Kellwood's
approval, EDS shall implement the plan and provide or make available the
disaster recovery services to Kellwood. EDS shall provide such disaster
recovery services at all times without regard to any Force Majeure Event or
the failure of any system (or any component thereof) to be Y2K Compliant.
Such disaster recovery services shall include the preparation and regular
testing and updating of a disaster recovery plan (including plans for data,
backups, storage management, contingency operations), the reservation of
capacity at alternate site facilities, and disaster recovery services in the
event that Kellwood determines that a disaster has occurred. EDS shall update
and test all disaster recovery procedures not less frequently than once
annually. Kellwood will bear the expense for hot site agreements for
Kellwood-Owned Equipment and EDS Equipment dedicated to Kellwood at Kellwood
sites.

                  1.3.3.   SECURITY MANAGEMENT

                  EDS shall provide physical and logical protection for
Kellwood hardware, software, applications and data that meet or exceed
industry standards at EDS facilities utilized to provide Services under this
Agreement. This may include, without limitation, the use of: 1) a security
force, 2) gates and other barriers, 3) electronic or physical locks,
4) man-traps, 5) biological identification systems, such as fingerprint
scanners, 6) system identifiers and passwords, 7) database locks and
passwords, and 8) periodic security checks. EDS shall provide Kellwood
with access, subject to EDS' reasonable access security requirements,

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seven days a week, 24 hours a day to EDS data centers and other locations as
appropriate for the purposes of inspection and monitoring access and use of
Kellwood data and maintaining Kellwood systems provided Kellwood requests
access in advance and is escorted by an EDS account representative. EDS
shall provide such assistance which may be reasonably required in connection
with any such inspection and monitoring.

         1.4.     TECHNOLOGY MANAGEMENT; UPGRADES AND ENHANCEMENTS

                  1.4.1.   TECHNOLOGICAL ENHANCEMENTS

                  It is expected that, as part of the Services provided by
EDS under this Agreement and included within the Fees, EDS shall provide the
technology management and upgrade services as set forth herein, and as
described in this Agreement, throughout the Term. Unless otherwise directed
by Kellwood, such Services shall include installation, implementation and
maintenance of upgraded and replacement assets for all assets used in the
provision of Current Services and/or the Services.

                  EDS shall provide resources to perform such upgrades and
replacements at no additional cost beyond the Fees and shall schedule such
upgrades and replacements in advance and in such a way as to prevent any
interruption or disruption of Services, or any diminution in the nature or
level of any portion of the Services. EDS shall be required to obtain the
prior written consent of Kellwood before maintaining, upgrading, or replacing
any asset that is used in the satisfaction of this if such maintenance,
upgrade, or replacement could result in any material change in the method,
manner or types of Services that are being provided hereunder to Kellwood.
Kellwood shall be financially responsible for the acquisition of upgrades and
replacements of Kellwood owned or leased assets and for assets specifically
called out as Kellwood's responsibility in Schedule T. EDS shall be
financially responsible for the acquisition of upgrades and replacements of
EDS leased or owned assets required for EDS to meet MASL's.

                  1.4.2.   TECHNOLOGY PLANNING

                  Each Contract Year, EDS and Kellwood shall jointly prepare
a plan (the "Technology Plan") in accordance with the following procedures:

                  (a)      The Technology Plan will be composed of
                           short-term and long-range plans, which tie into
                           business goals. The long-range plan will include
                           strategic and flexible use of information
                           technology systems in light of Kellwoods
                           anticipated business goals, current mission,
                           objectives and its priorities and strategies. The
                           short-term plan will include information
                           technology budget development for the next fiscal
                           year and an identification of proposed software
                           and hardware, as appropriate, for which
                           technology refresh may be needed in the next
                           Contract Year, and a projected time schedule for
                           obtaining the necessary software, hardware and
                           services and implementing the proposed changes.
                           EDS will on a regular basis and prior to the


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                           preparation of each Annual Technology Plan (i)
                           identify EDS and non-EDS products and technology
                           services that may benefit Kellwood and support
                           the mission, goals and objectives of Kellwood,
                           (ii) identify EDS or Kellwood resources required
                           to complete the long-range and short-term plans
                           and (iii) upon request of Kellwood investigate
                           the requirements, costs and benefits of new
                           technology.

                  (b)      Kellwood and EDS will prepare the initial draft
                           of the first Technology Plan based on the
                           Agreement. EDS will provide input and information
                           regarding industry trends in production
                           capabilities and pricing and the implementation
                           of proposed hardware and software changes. The
                           first Technology Plan will then be amended and
                           updated by EDS each Contract Year, and will, upon
                           approval by Kellwood establish the mutual
                           agreement by the Parties as to the strategic
                           approach to EDS' conduct and implementation of
                           the technology management and upgrade services as
                           set forth herein, throughout the balance of the
                           Term and as part of the Fees.

                  (c)      The first Technology Plan under this Agreement
                           will be completed on or before 180 days into the
                           Agreement and annually during the Term.

                  (d)      Notwithstanding the development of the Technology
                           Plan on an annual basis, EDS shall also have a
                           regular and ongoing responsibility during each
                           Contract Year to provide Kellwood with
                           information regarding any newly improved or
                           enhanced commercially available information
                           technology, including equipment and improved
                           processes, that could reasonably be expected to
                           have a positive impact in terms of increased
                           efficiency, increased quality, or reduced costs
                           ("Enhanced Technology") for evaluation. At a
                           minimum, at least once during the first six
                           months and once during the second six months of
                           each Contract Year, EDS shall meet with Kellwood
                           and provide Kellwood with a written report to
                           inform Kellwood of Enhanced Technology that EDS
                           and its principal Subcontractors are developing
                           and to provide information about IT trends and
                           directions of which Kellwood should be made
                           aware.

                  (e)      Upon the identification of any Enhanced
                           Technology that the Parties believe would
                           materially improve performance, or reduce the
                           cost, of the Services, the Parties will meet and
                           discuss in good faith the terms upon which such
                           Enhanced Technology may be implemented into the
                           Services, including detailed MASLs specific to
                           each enhancement and in the format used in
                           Schedules A through F hereof for the Services.


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                  1.4.3.   BASELINE TECHNOLOGY UPGRADES

                  EDS will keep all Services under this Agreement current
with industry advances as described below. Within ninety (90) days of the
Contract Signing Date EDS will develop, subject to Kellwood approval, a
Technology Refresh Plan and Schedule for upgrade and replacement. As a base
requirement, EDS must support maintaining Kellwood current with leading
technology standards. In this regard, EDS shall provide the personnel
resources necessary to upgrade all the hardware and software in Schedules A -
F, L, M and T so it will be kept at levels supportable by manufacturers and
equipment will be upgraded or replaced as required to meet agreed upon
Service Level Agreements (SLAs) or manufacturer recommended requirements. In
the event the upgrade will cause an incompatibility with 3rd party provided
hardware or software, then the Parties will mutually agree on the appropriate
actions to be taken relative to such upgrade. Additionally, as hardware and
software upgrades and maintenance become available from their respective
vendors, EDS is to notify Kellwood within thirty (30) days and coordinate
implementation of the upgrades and maintenance. EDS will provide personnel to
support all Baseline Technology upgrades without an increase in charges to
Kellwood. If EDS fails to satisfy this requirement and Kellwood incurs
additional costs due to acquiring a 3rd party to perform the upgrades,
maintenance or replacements due to EDS' failure, EDS shall reimburse or
credit Kellwood for such additional 3rd party costs and expenses. Kellwood
shall be financially responsible for the acquisition of upgrades, maintenance
and replacements of Kellwood owned or leased assets, Schedules L and M, and
for assets specifically called out as Kellwood's responsibility in Schedule
T. EDS shall be financially responsible for the acquisition of upgrades,
maintenance and replacements of EDS leased or owned assets required for EDS
to meet MASL's.

                  1.4.4.   SHARED RESOURCES

                  Prior to migrating or relocating any of the hardware or
software in Schedules L, M or T to a shared hardware or software environment,
or to any shared network or platform ("Shared Resources"), EDS shall provide
for review and approval to Kellwood, a proposal for such migration or
relocation, including a listing of all Shared Use Assets used to provide the
service and a breakdown of the price benefits and savings or risks to
Kellwood during the Term and following the expiration or termination of this
Agreement. As part of the Disentanglement, upon the expiration or termination
of this Agreement, EDS shall identify and assist Kellwood in procuring
suitable functionally equivalent replacements for any Shared Resources or
Shared Use Assets, such as hardware, software, networks or platforms then
used by EDS, to provide the Services.

         1.5.     VIRUSES AND DISABLING DEVICES

                  EDS shall implement and use commercially reasonable
practices at all times during the Term to identify, screen, and prevent, and
shall not itself intentionally install, any Disabling Device in resources
utilized by EDS, Kellwood, or any third party, in connection with the
Services. A "Disabling Device" is any virus, timer, clock, counter, time
lock, time bomb, or other limiting design, instruction, or routine that
could, if triggered, erase data or

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programming or cause the resources to become inoperable or otherwise
incapable of being used in the full manner for which such resources were
intended to be used. EDS shall be responsible to reduce or eliminate the
effects of any Disabling Device installed or injected by any third party and
discovered in such resources and use commercially reasonable efforts to
prevent or minimize a loss of operating efficiency or data.

         1.6.     END-USER SATISFACTION AND COMMUNICATION

                  EDS shall conduct End-User satisfaction surveys during
the Term in accordance with this section. The surveys shall cover a
representative sample of the End-Users and, as a separate sample category,
senior Kellwood management. Kellwood shall provide reasonable assistance to
EDS to: (i) identify the appropriate sample of End-Users; (ii) distribute the
surveys; and (iii) encourage participation by such End-Users in order to
obtain meaningful results. The EDS Contract Manager shall review the results
of the survey with Kellwood. Additionally, within ninety (90) days of the
Signing Date, EDS shall submit an End-User communication plan to Kellwood,
for its review and approval. Such plan shall include, at a minimum, monthly
updates to the End-Users regarding the results of the satisfaction surveys.
The communication plan shall be reviewed and modified by the Parties, as
appropriate, not less frequently than once annually.

         1.7.     STANDARDS AND PROCEDURES MANUAL

                  1.7.1.   DEVELOPMENT OF MANUAL

                  Within ninety (90) days after the Contract Signing Date,
EDS shall deliver a reasonable and appropriate draft Standards and Procedures
Manual to Kellwood for its review, comment, and approval. EDS shall
incorporate all comments or suggestions of Kellwood and shall finalize the
Standards and Procedures Manual within one hundred eighty (180) days after
the Contract Signing Date. EDS shall periodically (but not less than
quarterly) update the Standards and Procedures Manual to reflect changes in
the operations or procedures described therein. Updates of the Standards and
Procedures Manual shall be provided to Kellwood for review and approval.

                  1.7.2.   CONTENT OF MANUAL

                  The Standards and Procedures Manual shall be provided to
Kellwood and its end-users electronically (and in a manner such that it can
be accessed via either Kellwood's intranet or the Internet). The Standards
and Procedures Manual should describe how EDS shall perform the Services
under this Agreement, the equipment and software being and to be used, and
the documentation (including, e.g., operations manuals, user guides,
specifications, and end-user support) that provide further details of such
activities. The Standards and Procedures Manual shall further describe the
activities EDS shall undertake in order to provide the Services including,
where appropriate, direction, supervision, monitoring, staffing, quality
assurance, reporting, planning, and oversight activities. The Standards and
Procedures Manual is intended to describe to Kellwood how the Services shall
be performed and act as a guide to end-users seeking assistance in the
Services offered under this

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Agreement. The Standards and Procedures Manual shall in no event be
interpreted as an amendment to this Agreement or so as to relieve EDS of any
of its performance obligations under this Agreement.

         1.8.     SERVICE COMPATIBILITY

                  EDS will use commercially reasonable efforts to provide
Services, equipment, networks, software, enhancements, upgrades,
modifications, and other resources (collectively, the "Resources") utilized
by EDS or approved by EDS for utilization by Kellwood in connection with the
Services, that shall be successfully integrated and interfaced, and that
shall be compatible, with the services, systems, items, and other resources
(collectively, the "Third-Party Resources") that are being provided to,
recommended to, or approved for use by, Kellwood by third-party service
providers as of the Contract Signing Date. Further, EDS represents and agrees
that none of the Services or other items provided to Kellwood by EDS shall be
adversely affected by, or shall adversely affect, those of any such
third-party providers, whether as to functionality, speed, service levels,
interconnectivity, reliability, availability, performance, response times, or
similar measures. To the extent that any interfaces need to be developed or
modified in order for the Resources to integrate successfully, and be
compatible, with the Third-Party Resources, EDS shall develop or modify such
interfaces as part of the Services, pursuant to the process set forth in
Section 7.4. In the event of any dispute as to whether a particular defect,
malfunction, or other difficulty was caused by products or services furnished
by EDS or by products or services furnished by any provider of the
Third-Party Resources, EDS shall be responsible for correcting at its cost,
such defect, malfunction, or difficulty, except to the extent that EDS can
demonstrate, to Kellwood's satisfaction, by means of a root-cause analysis,
that the cause was not a product or service furnished by EDS. In addition,
EDS agrees that at all times during the Term it shall cooperate with
third-party service providers of Kellwood to coordinate its provision of the
Services with the services and systems of such third-party service providers.
Such cooperation and access, subject to reasonable confidentiality
requirements, shall include providing: (i) applicable written information
concerning any or all of the systems, data, computing environment, and
technology direction used in providing the Services; (ii) reasonable
assistance and support services to such third-party providers; (iii) access
to EDS and Kellwood systems and architecture configurations to the extent
reasonably required for the activities of such third-party providers; and
(iv) access to and use of the Resources.

         1.9.     MASLs

                  1.9.1.   COMMITMENT TO MASLs

                  Except as otherwise specified in this Agreement, EDS shall
perform all Services under this Agreement at least in accordance with and in
such manner as to meet or exceed the MASLs.

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                  1.9.2.   MASL MEASUREMENT AND REPORTING

                  EDS shall measure and report its performance against the
MASLs, if applicable, during each month by the tenth (10th) business day of
the following month. For continuing Failures that occur in consecutive
measurement periods, EDS shall report such Failures in the month such Failure
commences. Kellwood shall give EDS reasonable advance notice of anticipated
changes in numbers of End-Users or processing volumes. EDS' report shall be
delivered in accordance with the MASL metrics in Schedules A through F. EDS
shall meet with Kellwood at least quarterly, or more frequently if requested
by Kellwood, to review EDS' actual performance against the MASLs and shall
recommend remedial actions to resolve any performance deficiencies.

                  1.9.3.   ROOT-CAUSE ANALYSIS AND RESOLUTION

                  Promptly, and in no event later than ten (10) business days
unless a shorter period is specified in Schedules A - F, after EDS' discovery
of, or, if earlier, EDS' receipt of a notice from Kellwood regarding, (i)
EDS' failure to provide any of the Services in accordance with the MASLs, or
(ii) EDS' failure to meet a Critical Milestone, EDS shall: (A) perform a
root-cause analysis to identify the cause of such failure; (B) correct such
failure (regardless of whether caused by EDS); (C) provide Kellwood with a
written report detailing the cause of, and procedure for correcting, such
failure; and (D) provide Kellwood with satisfactory evidence that such
failure will not recur when within EDS or EDS' Subcontractors' control. The
correction of any such failure shall be performed entirely at EDS' expense
unless it has been determined, by mutual agreement of the Parties or through
the dispute-resolution process specified in this Agreement, that Kellwood (or
its Subcontractors, agents, or third Parties provided by Kellwood and not
managed by EDS) was the predominant contributing cause of the failure and EDS
could not have worked around the failure without expending a material amount
of additional time or cost. In such an event: (i) EDS shall be entitled to
temporary relief from its obligation to timely comply with the affected MASL
or Critical Milestone, but only to the extent and for the duration so
affected; and (ii) Kellwood shall reimburse EDS for EDS' expenses to correct
such failure, but only to the extent Kellwood (or its Subcontractors, agents,
or third Parties provided by Kellwood and not managed by EDS) caused such
failure, unless the Parties otherwise mutually agree. Further, if it has been
determined by either mutual agreement of the Parties or through the
dispute-resolution process specified in this Agreement, that Kellwood (or its
Subcontractors, agents, or third Parties provided by Kellwood and not managed
by EDS) was the predominant contributing cause of the failure, or EDS'
inability to achieve an Incentive with respect to an affected Critical
Milestone, the date by which EDS was obligated to complete the affected
Critical Milestone shall be deferred by one (1) day for each day so affected
by Kellwood, and EDS' opportunity to earn applicable Incentives with respect
to any such affected Critical Milestone shall not be prejudiced thereby,
provided EDS subsequently timely complies with its obligations as measured
against the deferred date. For purposes hereof, the preexisting condition of
Kellwood's properties and systems shall not be deemed a contributing cause of
any failure.

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                  1.9.4.   IMPROVEMENTS IN PERFORMANCE

                  The Parties shall review and discuss the MASLs and Fees
from time to time, but not less frequently than once each Contract Year. The
MASLs and Fees may be adjusted as set forth in Section 6.5, for the benefit
of Kellwood, to reflect improved performance requirements based upon advances
in available technology and methods that are suitable for use in performing
the Services, the increased capabilities of any hardware or software acquired
for use by Kellwood, and other changes in circumstances. EDS shall
continuously evaluate ways to improve its performance and shall make these
improvements available to Kellwood as soon as possible.

                  1.9.5.   SERVICE COMPLIANCE RELIEF

                  EDS shall be entitled to temporary relief from its
obligations to timely comply with the MASLs, Critical Milestones, or other
Service specifications, if and to the extent: (i) it has been determined, by
mutual agreement of the Parties or through the dispute-resolution process
specified in this Agreement, that such failure by EDS directly results from
Kellwood's failure to perform its obligations under this Agreement or from a
failure in performance of any Kellwood Subcontractor, agent, or third party
not managed by EDS; and (ii) EDS provides Kellwood with reasonable prior
written notice of, and a reasonable opportunity to correct, such failure to
the extent that EDS has or should have knowledge of such failure; and (iii)
EDS could not have worked around the failure without expending a material
amount of additional time or cost. Such temporary relief shall be only to the
extent and for the duration that EDS' performance is so affected and EDS
shall in all events use commercially reasonable efforts to return to
compliance with its obligations.

         1.10.    NON-EXCLUSIVITY

                  Nothing herein shall prevent Kellwood from obtaining any
type of Services, or any other services, from itself or any other provider
during the Term, and thereby relieving EDS of responsibility for providing
and Kellwood of responsibility for paying EDS for, any or all of the
following services:

                  (a)    any information technology project or group of
services that is outside the scope of the Services;

                  (b)    any Schedule or portion of the Services Kellwood
chooses within a Schedule (up to and including the entire Schedule) in which
EDS' performance has been, [confidential treatment requested], below any
applicable weighted MASL in the Schedule; or in breach or default of its
obligations under this Agreement with respect to such portion of the
Services, of which breach or default EDS has received at least thirty (30)
days' written notice and EDS has failed to cure such breach or default
within thirty (30) days;

                  (c)    any portion of the Services, that the Parties may
otherwise mutually agree in writing may be obtained from a provider other
than EDS.

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                  Except to the extent set forth above, EDS shall be the
exclusive provider of the Services.

         1.11.    1996 CONTRACT

                  The Parties agree that on the Contract Signing Date the
June 21, 1996 outsourcing contract between the Parties (the "1996 Contract")
will terminate as if mutually terminated by both Parties and will no longer
be in force and affect except as provided in this Section. To the extent that
terms related to the delivery of services under the 1996 Contract provide for
survival, or by their nature are understood to survive, they shall survive
the termination of the 1996 Contract. Any disputes that arise between the
Parties under the 1996 Contract will be governed by the 1996 Contract and the
provisions of the 1996 Contract will survive for purposes of governing any
such disputes. The Parties agree that task orders and work orders issued
under the 1996 Contract that have not been completed shall be transferred to,
and shall be deemed governed by, this Agreement.

2.       ASSETS AND THIRD-PARTY CONTRACTS

         2.1.     KELLWOOD-OWNED EQUIPMENT

                  During the Term, Kellwood will furnish to EDS, for EDS' use
at no charge, the equipment and software owned or licensed by Kellwood that
is listed on the attached Schedule L in accordance with information and
schedules provided by Kellwood and refined by EDS (the "Kellwood-Owned
Equipment"), which Kellwood-Owned Equipment will remain the property of
Kellwood and a Kellwood retained expense.

         2.2.     KELLWOOD-LEASED EQUIPMENT

                  During the term of this Agreement, Kellwood will furnish to
EDS, for EDS' use at no charge, the equipment leased by Kellwood that is
listed on the Schedule M in accordance with information and schedules
provided by Kellwood and refined by EDS (the "Kellwood-Leased Equipment").
Kellwood-Leased Equipment is a Kellwood retained expense.

         2.3.     THIRD-PARTY APPROVALS

                  Kellwood will take all actions reasonably necessary to
obtain any consents, approvals, or authorizations from third parties
necessary for EDS to lawfully access, operate, and use (at or from any
location where Services are to be provided) the Kellwood-Owned Equipment and
the Kellwood-Leased Equipment, including without limitation the payment of
all costs and expenses associated therewith. Kellwood hereby appoints EDS as
its single point of contact for all matters pertaining to the Kellwood-Owned
Equipment and the Kellwood-Leased Equipment and will promptly notify all
appropriate third parties of such appointment. Kellwood's Representatives may
at any time exercise control over EDS' actions with respect to such third
parties.

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         2.4.     RETURN OF KELLWOOD EQUIPMENT

                  Upon the expiration or termination of this Agreement, EDS
will return each item of Kellwood-Owned Equipment and Kellwood-Leased
Equipment to Kellwood in substantially the same condition it was in when
initially provided to EDS, reasonable wear and tear excepted.

         2.5.     PROVISION OF EDS ASSETS

                  "EDS Equipment" means equipment owned or leased by EDS and
software license agreements. Such equipment will be identified on Schedule T.
Notwithstanding the location of EDS Equipment at a Kellwood facility or
failure to list any item of EDS Equipment on Schedule T, all right, title and
interest in and to any EDS Equipment will be and remain in EDS, and Kellwood
will have no interest in that EDS Equipment.

                  2.5.1.   USE OF EDS EQUIPMENT BY EDS EMPLOYEES

                  The EDS Contract Manager may provide EDS Equipment for use
by EDS employees on behalf of Kellwood, at no additional charge to Kellwood.

                  2.5.2.   PROVISION OF EDS EQUIPMENT TO KELLWOOD

                  EDS may, upon mutual agreement with Kellwood as to
equipment and charges (if any), provide to Kellwood certain EDS Equipment at
mutually agreed location(s). Kellwood, with the advice of EDS, will prepare
and maintain, at Kellwood's cost and expense, any Kellwood facility in which
EDS Equipment will be installed in accordance with the manufacturers'
specifications and all applicable codes, statutes, regulations and standards.

                  2.5.3.   INSTALLATION OF EDS EQUIPMENT

                  EDS will arrange for, and will determine the mode of, the
transportation and installation of each item of EDS Equipment to such
location(s) as may be mutually agreed to by the parties. In the event that
Kellwood relocates any Kellwood facility in which EDS Equipment may be
installed, Kellwood will be responsible for the relocation costs of EDS
Equipment.

                  2.5.4.   MAINTENANCE OF EDS EQUIPMENT

                  EDS will be responsible for maintenance of all EDS
Equipment after installation at a Kellwood location; provided, however, that
Kellwood will be responsible for all costs and expenses of repair or
replacement to correct any damage to EDS Equipment or any part thereof
(reasonable wear and tear excepted) caused by Kellwood, its employees, or its
agents or invitees (exclusive of EDS).

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         2.6.     RETURN AND ACQUISITION OF EDS EQUIPMENT BY KELLWOOD

                  Upon the expiration or any termination of this Agreement,
Kellwood and EDS shall manage the return and acquisition of EDS equipment
subject to the provisions of Section 13 of this Agreement. Specifically, such
assets shall be transferred to Kellwood, upon its request, consistent with
Section 13.3.5, at the lesser of [confidential treatment requested] or
[confidential treatment requested] if such transfer occurs greater than
thirty (30) months past the Contract Signing Date or at the lesser of
[confidential treatment requested] or the average of [confidential treatment
requested] and [confidential treatment requested] if such transfer occurs
less than or equal to thirty (30) months past the Contract Signing Date.

         2.7.     KELLWOOD MAINTENANCE AGREEMENTS

                  Kellwood will retain all of Kellwood's right, title and
interest in and to the agreements listed in Schedule M (the "Kellwood
Maintenance Agreements") relating to the maintenance of Kellwood-Owned
Equipment and Kellwood-Leased Equipment. EDS will manage the administration
of the Kellwood Maintenance Agreements. Kellwood represents and warrants to
EDS that, as of the Contract Signing Date, (i) it is not (and, to its
knowledge, the provider of the maintenance services is not) in default in any
material respect under any of the Kellwood Maintenance Agreements and (ii) it
will deliver to EDS full and complete copies of the Kellwood Maintenance
Agreements (including any amendments thereto) prior to the Contract Signing
Date.

         2.8.     FURTHER ASSURANCES

                  Kellwood and EDS agree to execute and deliver such other
instruments and documents as either party reasonably requests to evidence or
effect the transactions contemplated by this Article. Upon EDS' request and
at EDS' expense, Kellwood agrees to execute UCC-1 filing statements for EDS
Equipment, solely for notice purposes.


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3.       HUMAN RESOURCES

         3.1.     EDS EMPLOYEES

                  Neither EDS nor EDS' employees are or shall be deemed to be
employees of Kellwood. EDS shall be solely responsible for the payment of
compensation, including provisions for employment taxes, workers'
compensation and any similar taxes associated with employment of EDS'
personnel.

                  EDS will provide employees who perform outsourcing services
under this Agreement who are competent to do so.

                  It is understood by EDS and EDS represents that all persons
employed, directly or indirectly, by EDS to perform services for Kellwood
shall be employees or agents of EDS exclusively, for all purposes and at all
times and at no time shall be authorized to act as agents, servants or
employees of Kellwood, unless under the specific authorization of Kellwood.

         3.2.     SOLICITATION OF PERSONNEL

                  During the Term of this Agreement and for a period of 12
months following its termination, neither Kellwood nor EDS, unless otherwise
agreed to by the Parties in writing, shall directly or indirectly solicit,
recruit, employ, or contract for the services of any employee of the other
who is assigned to perform services pursuant to this Agreement.

4.       PROVISION OF RESOURCES BY KELLWOOD

         4.1.     OFFICE SPACE AND FURNISHINGS

                  Kellwood shall make reasonably necessary office space,
furnishings, and storage space (the "Kellwood Facilities") available to EDS'
on-site personnel performing Services at all Locations throughout the Term
and shall maintain Kellwood Facilities in areas and at a level similar to
that which it maintains for its own employees performing similar work. Office
space, furnishings, storage space, and assets installed or operated on
Kellwood premises, and supplies allocated, are provided "AS IS, WHERE IS,"
and are to be used exclusively for performance of Services for Kellwood.
Kellwood shall provide EDS reasonably unencumbered access to such facilities
as is reasonably required for EDS to provide the Services. Any furnishings
(other than basic office furnishings) and office supplies for the use of EDS'
(and its Subcontractors') personnel are the exclusive responsibility of EDS.
EDS shall be entitled to make improvements to any space where EDS' personnel
are performing Services on-site at a Location, provided that: (i) such
improvements shall have been previously approved in writing by Kellwood
(which approval may be withheld in Kellwood's sole discretion); (ii) such
improvements shall be made at no cost to Kellwood; (iii) any Subcontractors
used by EDS to perform such improvements shall

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have been identified or otherwise approved in writing by Kellwood; and
(iv) Kellwood shall be granted, without further consideration, all rights
of ownership in such improvements.

         4.2.     SPECIFIC HARDWARE AND CARRIER CHARGES

                  EDS shall provide and be responsible for all such telephone
and modem lines, telephones, computers and peripheral devices, computer
connections, and network access, as may be necessary for EDS to provide the
Services. EDS shall be responsible for all usage-based carrier charges
incurred by EDS personnel and all usage-based carrier charges incurred to
provide a telecommunications link between EDS and Kellwood Facilities.

         4.3.     ACCESS TO PERSONNEL AND INFORMATION

                  The Parties shall cooperate with each other in all matters
relating to EDS' performance of the Services. With respect to Kellwood, such
cooperation shall be limited to providing, as reasonably required by EDS for
the performance of the Services, access to Kellwood's administrative and
technical personnel, other similar personnel, and network management records
and information.

         4.4.     OTHER FACILITY-RELATED OBLIGATIONS

(a)      Except as expressly provided in this Agreement, EDS shall use
Kellwood Facilities for the sole and exclusive purpose of providing the
Services. Use of such facilities by EDS does not constitute a leasehold
interest in favor of EDS.

(b)      EDS shall use Kellwood Facilities in a reasonably efficient manner.

(c)      EDS, and its Subcontractors, employees, and agents, shall keep
Kellwood Facilities in good order, shall not commit or permit waste or
damage to such facilities, and shall not use such facilities for any
unlawful purpose or act. EDS shall comply with all applicable laws and
regulations, including all of Kellwood's standard policies and procedures
that are provided to EDS in writing regarding access to and use of Kellwood
Facilities, including procedures for the physical security of Kellwood
Facilities.

(d)      Provided that Kellwood adheres to any mutually agreed upon security
procedures implemented by EDS at Kellwood Facilities, EDS shall permit
Kellwood and its agents and representatives to enter into those portions of
Kellwood Facilities occupied by EDS staff at any time to perform
facilities-related services.

(e)      EDS shall not make any improvements or changes involving structural,
mechanical, or electrical alterations to Kellwood Facilities without
Kellwood's prior written approval.

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

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(g)      EDS shall not cause the breach of any lease agreements governing
use of Kellwood Facilities.

(h)      Kellwood shall provide and maintain, for all Kellwood Facilities,
adequate heating, ventilation, and air conditioning, electrical connections
(to the wall plate), safety and security equipment, and connections to any
facility-wide uninterruptable power supply. Kellwood shall provide EDS with
reasonable notice of proposed changes to any of the foregoing that may
adversely affect EDS' hardware located at any such facility and, in such
cases, EDS must relocate such hardware and Kellwood shall reimburse EDS for
its actual costs incurred directly in connection therewith. To the extent
provided by Kellwood, Kellwood shall maintain any uninterruptable power
supply that is dedicated to support any Kellwood Facility. EDS shall provide
and maintain any uninterruptable power supply dedicated to EDS' hardware and
shall provide and maintain all connections from the wall plate to the
hardware used to provide the Services.

(i)      For any Locations added by Kellwood after the Contract Signing Date,
EDS shall provide to Kellwood, for its review and approval, detailed plans
and specifications conforming to the hardware manufacturer's requirements
that are necessary for EDS to provide the Services to such Locations.

5.       RETAINED AUTHORITY

         Kellwood shall retain the exclusive right and authority to set
Kellwood's IT strategy and to determine, alter, and define any or all of
Kellwood's requirements or business processes. Kellwood shall also have the
right to approve or reject any and all proposed decisions regarding
infrastructure design, technical platform, architecture, and standards and,
subject to the change management procedure described in this Agreement, will
have the right and authority to cause EDS at any time to change any or all of
the foregoing. To the extent that EDS can demonstrate that a particular
exercise of Kellwood's rights and authorities as stated in this Section may
interfere with or degrade EDS' provision of the Services or have a materially
detrimental impact on EDS' cost of providing the Services or time for
delivery of the Services, the Parties shall mutually agree to any proposed
exercise of such right or authority pursuant to the change management
procedure to be mutually agreed pursuant to this Agreement, prior to the
implementation thereof. EDS shall actively participate in any of the
foregoing as Kellwood requests. Kellwood shall consult with EDS to inform EDS
of significant changes in Kellwood's IT strategy and changes in its
requirements and business processes relating to the Services. EDS shall also
provide Kellwood with advice, information, and assistance in identifying and
defining IT projects and future IT requirements to meet Kellwood's
objectives. Without limiting the generality of the foregoing, Kellwood shall
retain exclusive authority, discretion, and rights of approval for the
following IT activities:


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         5.1.     STRATEGIC AND OPERATIONAL PLANNING

                  Strategic and operational planning, which includes the
following:

(a)      Developing a series of comprehensive standards and planning
guidelines pertaining to the development, acquisition, implementation, and
oversight and management of IT systems;

(b)      Identifying and implementing opportunities for reducing costs for
IT systems considering alternatives provided by EDS;

(c)      Approving or disapproving, in accordance with guidelines established
by Kellwood, each proposed acquisition of hardware or software for an IT
system;

(d)      Approving or disapproving, in accordance with guidelines established
by Kellwood, all requests or proposed contracts for consultants for IT
systems;

(e)      Defining and evaluating IT services including: service availability
and minimum acceptable service levels; service specifications, standards,
and benchmarking; selection of suppliers; security requirements; scheduling,
prioritization, and service conflict resolution among End-Users; help desk
rules; and general operational management guidelines; and

(f)      Service-provider strategy including: selection of providers;
specialized provider relationships (e.g., telecommunications); and quality
assurance standards.

         5.2.     SERVICE DESIGN AND DELIVERY

                  Service design and delivery, which includes the following:

(a)      Selecting designs of specific technologies and services from
alternatives provided by EDS;

(b)      Selecting specific technologies, hardware, and software, from
alternatives provided by EDS, for implementation of such designs;

(c)      Selecting providers of specific technologies, hardware, and
software from alternatives provided by EDS; and

(d)      Selecting implementation schedules and activities from alternatives
provided by EDS.

5.3.     MOVES, ADDS, AND CHANGES; APPLICATIONS DEVELOPMENT

                  Ordering move, add, and change activities with respect to
resources used in connection with the Services and designating Kellwood's
requirements for applications development and enhancement.

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         5.4.     CONTRACT MANAGEMENT

                  Managing this Agreement and Kellwood's relationship with
EDS.

         5.5.     BUDGET MANAGEMENT

                  Managing Kellwood's annual budget for all Kellwood
operations, utilizing EDS' estimates for services included in the scope of
this Agreement and for additional services planned or anticipated throughout
the Term.

         5.6.     VALIDATION AND VERIFICATION

                  Performing validation and verification activities in
relation to key projects and operational processes.

         5.7.     OTHER RETAINED AUTHORITY

                  EDS must obtain the prior written authorization of Kellwood
before undertaking any activity that is within the exclusive authority of
Kellwood pursuant to the terms hereof.

         5.8.     REVIEW AND ACCEPTANCE

                  Kellwood's Representative, on behalf of Kellwood, shall
have the right to review and accept or reject all components, deliverables,
and systems to be provided by EDS to Kellwood under this Agreement, pursuant
to the methodology set forth in this Section 5.8. Within thirty (30) days
after the Contract Signing Date, EDS shall develop a methodology for the
implementation of the process described in this Section 5.8 by the delivery
of control documents, the preparation of deliverable acceptance documents,
the tracking of accepted deliverables, the maintenance of all deliverables
and deliverable acceptance documents, and the development of other documents
and processes.

                  5.8.1.   ACCEPTANCE TESTING

                  Upon EDS' notification to Kellwood that EDS has completed
any component or deliverable identified in this Agreement or in any Work
Order or that is developed by EDS under this Agreement or any Work Order,
Kellwood shall begin testing the component or deliverable using the test
procedures and standards set forth in the Work Order or such other standards
as the Parties mutually agree in writing ("Acceptance Test Procedures"), to
determine whether such component or deliverable meets, in all material
respects, the specifications or acceptance criteria set forth in such
applicable Work Order or such other criteria as the Parties mutually agree in
writing (the "Acceptance Criteria"). After Kellwood has completed such
testing or upon expiration of the agreed-upon testing period specified in the
applicable Work Order or such other testing period upon which the Parties
mutually agree in writing (the "Acceptance Testing Period"), Kellwood shall
notify EDS in writing either that: (i) the component or deliverable so meets
the Acceptance Criteria and that acceptance of such component or deliverable
has occurred ("Acceptance"); or (ii) the Acceptance

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Criteria have not been met. If the component or deliverable is identified in
this Agreement, the applicable Work Order, or in the written specifications
developed and mutually agreed upon by the Parties therefor, as being part of
a larger, integrated system being developed thereunder, then such Acceptance
shall be understood as being conditional acceptance ("Conditional
Acceptance"), and such component or deliverable shall be subject to Final
Acceptance in accordance with Section 5.8.3.

                  5.8.2.   CURE

                  If Kellwood determines that a component or deliverable does
not conform with, in all material respects, the applicable Acceptance
Criteria, Kellwood shall promptly deliver to EDS an exception report
describing the nonconformity (the "Exception Report"). EDS shall promptly
investigate the alleged nonconformity and shall correct such nonconformity
in all material respects within thirty (30) days of receipt of the Exception
Report or, if the nonconformity is incapable of cure within such thirty (30)
day period, EDS shall present Kellwood, within such 30-day period, a
mutually agreeable plan to cure such nonconformity within a reasonable
amount of time. Upon EDS' notice to Kellwood that EDS has so cured such
nonconformity, Kellwood shall re-test the defective component or deliverable
in accordance with the applicable Acceptance Test Procedures and Acceptance
Criteria for an additional testing period of up to thirty (30) days or such
other period as the Parties mutually agree in writing, at the end of which
period the process described above in Section 5.8.1 shall be repeated. If
Kellwood fails to deliver an Exception Report within fifteen (15) days after
the expiration of the applicable Acceptance Testing Period, Kellwood shall
not have the right to withhold any payment that, under this Agreement or a
Work Order, is conditioned on Acceptance or Conditional Acceptance, as a
result of a claim by Kellwood that the component or deliverable does not
conform with the Acceptance Criteria therefor.

                  5.8.3.   FINAL ACCEPTANCE

                  Upon completion of all of the Services to be provided under
a Work Order, including completion of all components or deliverables that
are identified in a Work Order or are developed by EDS and are subject to
Conditional Acceptance or all components or deliverables comprising an
individual system with respect to the applications developed as part of the
Transformation Services, Kellwood shall begin testing the system that is
comprised of such components or deliverables, using the test procedures and
standards set forth in the Work Order or such other standards as the Parties
mutually agree in writing (the "Final Acceptance Test Procedures"), in order
to determine whether such system performs as an integrated whole and meets,
in all material respects, the specifications or acceptance criteria set
forth in such applicable Work Order or thereafter developed by the Parties
and mutually agreed upon in writing by the Parties (the "Final Acceptance
Criteria"). After Kellwood has completed such testing or upon expiration of
the testing period specified in the applicable Work Order or such other
testing period as the Parties mutually agree in writing (the "Final
Acceptance Testing Period"), Kellwood shall notify EDS in writing that:
(i) the system, and all components and deliverables that are a part thereof,
meet the Final Acceptance Criteria and that final acceptance of the system
and such components and deliverables has occurred ("Final Acceptance"); or
(ii) that the Final Acceptance Criteria

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have not been met. If Kellwood determines that the Final Acceptance Criteria
have not been so met, the process described in Section 5.8.2 shall be
initiated, with all references to "Acceptance Criteria" being references to
"Final Acceptance Criteria," all references to "component or deliverable"
being references to the "system," all references to "Acceptance Test
Procedures" being references to "Final Acceptance Test Procedures," and all
references to the "Acceptance Testing Period" being references to the "Final
Acceptance Testing Period." Neither Conditional Acceptance, Acceptance, nor
Final Acceptance by Kellwood shall constitute a waiver by Kellwood of any
right to assert claims based upon defects not discernable through conduct of
the applicable test procedures and subsequently discovered in a component or
deliverable or the system within [confidential treatment requested] of
Kellwood's Final Acceptance thereof, not withstanding the foregoing, EDS
will not be liable for such claims after termination of this Agreement
unless otherwise mutually agreed upon. Upon completion of all of the
Services to be provided under a Work Order, to the extent that the Services
provided do not result in the development of a system subject to testing as
stated above, the Final Acceptance Test Procedures shall consist of
Kellwood's verification that all of the Services to be provided by EDS under
such Work Order have been provided in all material respects in accordance
with the Work Order or such other acceptance criteria thereafter developed
by the Parties and mutually agreed upon in writing by the Parties . EDS
shall notify Kellwood when EDS believes it has so completed the Services
under a Work Order. After Kellwood has completed its review of such Services
or upon expiration of the agreed-upon review period specified in the
applicable Work Order or such other period as the Parties mutually agree in
writing, Kellwood shall advise EDS whether or not Kellwood believes EDS has
so completed such Services. If Kellwood determines that the Services have
not been so completed, Kellwood shall promptly deliver to EDS a written
statement describing the reasons therefor. EDS shall correct such
deficiencies in all material respects within thirty (30) days of receipt of
such statement or, if the deficiencies are not correctable within such
thirty (30) day period, EDS shall present Kellwood with a mutually agreeable
plan to fix such defects within a reasonable amount of time. Upon EDS'
notification to Kellwood that EDS has so corrected such deficiencies,
Kellwood shall once again determine whether the Services have been so
completed within an additional period as agreed in writing by the Parties,
at the end of which the process described in the second and first preceding
sentences shall be repeated. If Kellwood fails to deliver a statement of the
deficiencies in the Services before the expiration of the applicable review
period, Kellwood shall not have the right to withhold any payment which
under a Work Order is conditioned on the Services having not been so
completed.

6.       FINANCIAL TERMS

         As the sole and entire financial consideration for all of the
Services to be performed by EDS and for all of the other tasks, services, and
obligations of EDS under this Agreement on behalf of Kellwood, Kellwood shall
pay to EDS the amounts set forth in this Section 6 unless expressly set forth
elsewhere in this Agreement. Except as specifically provided in this Section
or as otherwise mutually agreed upon by the parties in writing, at no time
and under no circumstance shall Kellwood pay Fees for Services in any
Contract Year that exceed, in the aggregate, the [confidential treatment
requested], as determined in accordance with such

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Section, for such Contract Year. Work performed by EDS for Kellwood prior to
the Contract Signing Date in order for EDS to be prepared for a smooth
cutover of operational responsibility for the Services, including work in
preparation for accomplishment of the Transition, shall not obligate
Kellwood to make any additional payments to EDS but rather shall be reserved
as part of the Fees; provided, however, that if (i) the Contract Signing
Date does not occur as a result of any circumstance other than EDS' Default
then EDS shall be reimbursed by Kellwood for EDS' costs or expenses incurred
by EDS, in connection with preparation for the Transition after the Contract
Signing Date, provided such costs and expenses were approved in advance and
in writing by a Kellwood Representative or if the Contract Signing Date does
occur, then upon any early termination for convenience under Section 12.2
hereof such costs or expenses shall be reimbursed by Kellwood as part of the
expenses included in the Early Termination Fee set out on Schedule P.

         6.1.     [CONFIDENTIAL TREATMENT REQUESTED]

                  The parties hereby agree that the [confidential treatment
requested] for the first year of this Agreement shall be $[confidential
treatment requested]. Within thirty (30) days prior to the end of each
Contract Year, Kellwood shall determine, in its sole discretion, the
[confidential treatment requested] for the forthcoming Contract Year, and
shall notify EDS of such amount. Such amount shall be based, in part, upon
Kellwood and EDS' projection of Kellwood's requirements for Services for such
Contract.

                  On a monthly basis, EDS shall report to Kellwood the Fees
incurred to-date during each Contract Year and the amount of Fees projected
to be incurred in the remaining months of the Contract Year. If either EDS or
Kellwood reasonably determine, based upon such monthly report, [confidential
treatment requested].

                  [confidential treatment requested]

         6.2.     PRICING AUDIT

                  EDS shall, upon request, allow auditors designated by
Kellwood, that are not competitors of EDS or its Subcontractors with respect
to the provision of services under this Agreement, to fully audit EDS' or its
Subcontractors and their respective Affiliates books and records to the
extent necessary to verify any amounts paid or payable hereunder twice a year
unless otherwise mutually agreed upon. EDS shall provide such auditors with
full access to such information relating to this Agreement and EDS' books and
records, excluding profit information, personnel records, cost information
(other than information to support cost plus billings) and EDS internal audit
reports, as may be necessary to confirm the accuracy of EDS' invoices,
documents, and other information supporting such invoices, and any pricing
adjustment computations. All such audits shall be conducted during business
hours, with reasonable written advance notice, and shall include access to
all [confidential treatment requested] of EDS and its Subcontractors to the
extent necessary to comply with the provisions of this Section 6.2. An EDS
account representative must escort Kellwood's auditor. If any such audit
reveals that EDS has overcharged Kellwood in question in excess of five
percent (5%) during the period to which the audit relates as determined prior
to the

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commencement of the audit, then EDS shall promptly refund such overcharges
to Kellwood with interest at [confidential treatment requested]% per annum,
and the cost of such audit shall be borne by EDS. If any audit reveals a
material inadequacy or deficiency in EDS' performance, Kellwood can, at its
own discretion, perform a follow-up audit within three (3) months above and
beyond the twice a year limit. Following an audit, Kellwood will conduct an
exit conference with EDS to discuss issues identified in the audit that
pertain to EDS, and Kellwood will give EDS a copy of any portion of the
audit report pertaining to EDS. The Parties will review each EDS audit issue
and will determine (i) what, if any, actions will be taken in response to
such audit issues, when and by whom and (ii) which Party will be responsible
for the cost, if any, of taking the actions necessary to resolve such
issues.

         6.3.     REDUCTION OF PAYMENTS

                  If Kellwood terminates as to any of the categories of
Services described in this Agreement, pursuant to the terms of Section 1.10
or Section 12.2 hereof, then the adjustments to the fees for such category of
Services, as mutually agreed upon by the parties, shall go into effect upon
the Effective Date of such termination.

         6.4.     TAXES

                  (a)    All fees payable to EDS hereunder shall be inclusive
of all taxes imposed as of the Contract Signing Date by any domestic or
foreign taxing authority in respect of the provision of the Services
hereunder, including any sales, use, excise, value-added, services,
consumption, or other tax (collectively, "Tax(es)"); provided, however, that
Kellwood shall not be responsible for, and such fees shall not include, any
personal property taxes on property EDS owns or leases, for franchise and
privilege taxes on EDS' business, gross receipts taxes to which EDS is
subject, and for income taxes based on EDS' net income. In the event that a
Tax becomes effective after the Contract Signing Date and is assessed on the
provision of Services by EDS that are within scope as of the Contract
Signing Date or on EDS' charges under this Agreement related thereto,
however levied or assessed, Kellwood shall be responsible for and pay its
share of any such Tax.

                  (b)    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. EDS' invoices
shall separately state the amounts of any taxes EDS is properly collecting
pursuant to the terms hereof. Additionally, prior to collecting any taxes,
EDS shall provide Kellwood with the opportunity to review and mutually agree
upon the taxes prior to being invoiced.

         6.5.     BENCHMARKING

                  With Kellwood's direction and cooperation, and as part of
the Services, EDS shall conduct a continuing benchmarking program that shall
enable Kellwood to compare the Fees and MASLs set forth in this Agreement
with, and to ensure that said Fees and MASLs are among, the industry's best
rates and practices. Kellwood may request a benchmarking for any particular
category of Services described in this Agreement hereof, at any time during

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the Term, and may request a benchmarking for all Services, in the aggregate,
not more than once during any period of twelve (12) consecutive months during
the Term. EDS shall work with and provide information to any benchmarking
firm that Kellwood selects that is not a competitor of EDS or its
Subcontractors in the information technology markets with respect to the
provision of services similar to the Services and that such firm shall be
an industry recognized benchmarking firm (e.g. Gartner, Meta, Giga,
AnswerThink). Kellwood shall have the opportunity to advise the benchmarking
firm of any information or factors that it deems relevant to the conduct of
the benchmarking, so long as such information, where material, is disclosed
to EDS. The benchmarking firm shall provide interim reports to Kellwood
during the process and a final report to Kellwood at the conclusion of the
benchmarking process. If, as a result of any such benchmarking, the
benchmarking firm determines that the Fees or MASLs are not as good, from the
perspective of Kellwood, as the Fees and MASLs in the top [confidential
treatment requested]% of the benchmark, but are equal to or not more than
[confidential treatment requested]% outside the top [confidential treatment
requested]% of the benchmark Fees and MASLs, then Kellwood shall provide EDS
a copy of the final report and then the Parties shall within [confidential
treatment requested] days of delivery of the final report to EDS make
appropriate adjustments to the relevant Fees or MASLs in order that they fall
within such Fees and MASLs in the top [confidential treatment requested]%.
If, as a result of any such benchmarking, the benchmarking firm determines
that the Fees or MASLs are not as good, from the perspective of Kellwood, as
the Fees and MASLs in the top [confidential treatment requested]% of the
benchmark and are more than [confidential treatment requested]% outside the
Fees and MASLs in the top [confidential treatment requested]% of the
benchmark, then Kellwood shall provide EDS a copy of the final report and the
Parties shall within [confidential treatment requested] days of delivery of
the final report to EDS mutually agree upon the appropriate adjustments to
the relevant Fees or MASLs. If agreement is not reached in the [confidential
treatment requested] days, then either Party has the option to use the
dispute resolution process, but the relevant Fees or MASLs will be adjusted
in Kellwood's favor by [confidential treatment requested]% after the
[confidential treatment requested] days until mutual agreement is reached or
the dispute is resolved. As an example for the purposes of determining the
Fees and MASLs in the top [confidential treatment requested]% of the
benchmark, if there are 8 companies in the benchmark, then the top
[confidential treatment requested]% represents the Fees or MASLs of the best
[confidential treatment requested] performing companies in the benchmark. If
there are 9 companies in the benchmark, then the top [confidential treatment
requested]% represents the Fees or MASLs of the best [confidential treatment
requested] performing companies in the benchmark and so on. Falling within
the Fees and MASLs of the top [confidential treatment requested]% means
matching or doing better than the Fees and MASLs of any of the companies in
the top [confidential treatment requested]%.

         6.6.     OTHER SERVICES

                  EDS shall do invoicing for Other Services with
documentation that references Kellwood's authorizing documentation, Kellwood
account number, charges, and description. No invoice with respect to Other
Services shall be paid unless such Other Services were, authorized in
advance, in writing, by Kellwood. The total payments by Kellwood to EDS

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with respect to any Other Services shall not exceed the amount specified for
such Other Services, unless authorized in advance, in writing.

         6.7.     INITIATIVE FEES

                  For Initiatives, EDS shall be paid such amounts as may be
determined through the provisions of Section 9 hereof.

         6.8.     FEE REDUCTIONS

                  Schedule G specifies certain "Fee Reductions" that may be
imposed in the event of any Failure in respect of EDS' actual performance of
Services as measured against the Critical Milestones or the Critical MASLs.
The Parties acknowledge and agree that these Fee Reductions are intended to
reflect, to some extent, the diminished value of the Services as a result of
any such Failure; which diminished value reflects the damages from such
Failure, which are difficult or impossible to measure. Such Fee Reductions
are not intended to constitute penalties, but rather are intended as
liquidated damages, or other compensation for any such Failure. In no event
shall Fee Reductions be the sole and exclusive remedy with respect to any
Failure of EDS.

         6.9.     ONLY PAYMENTS

                  The Fees set forth in this Section 6 are the only payments
to be made by Kellwood to EDS under this Agreement. Except as otherwise
expressly stated in this Section 6 or elsewhere in this Agreement, Kellwood
shall not pay EDS any additional fees, assessments, reimbursements, or
expenses for labor and general business expenses (including travel, meals,
and overhead expenses) unless otherwise mutually agreed upon by the parties
in writing.

         6.10.    SET OFF

                  Kellwood may set off against any and all amounts otherwise
payable to EDS pursuant to any of the provisions of this Agreement: any and
all amounts owed by EDS to it under the provisions of this Agreement or
[confidential treatment requested]. Within ten (10) business days of any such
set off, Kellwood shall provide to EDS a written accounting of such set off
and a written statement of the reasons therefor.

         6.11.    DISPUTED AMOUNTS

                  Subject to and in accordance with the provisions of this
Section 6.11, Kellwood may withhold payment of any EDS invoice (or part
thereof) that it in good faith disputes are due or owing. In such case,
Kellwood shall, by the applicable due date, pay any amounts then due that are
not disputed and provide to EDS a written explanation of the basis for the
dispute as to the disputed amounts. The failure of Kellwood to pay a disputed
invoice, or to pay the disputed part of an invoice, shall not constitute a
breach or default by Kellwood, so long as Kellwood complies with the
provisions of this Section 6.11. For purposes of Section 21, any dispute
relating to amounts owed by a Party hereunder shall be

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considered a Problem. In any such event, the Parties shall diligently pursue
an expedited resolution of the dispute. If and to the extent that the
aggregate amount being disputed exceeds $[confidential treatment requested],
then, within ten (10) days after unsuccessful mediation as outlined in
Section 21 or such later date upon which any such amount may become due,
Kellwood shall deposit any disputed amount in excess of $[confidential
treatment requested] into an interest-bearing escrow account in a
nationally-recognized financial institution reasonably acceptable to EDS and
shall furnish evidence of such deposit to EDS; provided, however, that the
aggregate amount withheld in respect of amounts being disputed, including
amounts paid into escrow, shall in no event exceed [confidential treatment
requested]% of the [confidential treatment requested] for the year in which
the dispute arose, notwithstanding any such dispute. Upon the resolution of
any dispute as to which funds have been deposited into escrow, the funds
paid into the escrow account in respect of such dispute, together with any
interest earned thereon and any expenses of opening and maintaining the
escrow account, shall be allocated between the Parties in accordance with
the resolution of the dispute.

         6.12.    PROCUREMENT

                  EDS shall notify Kellwood in writing prior to entering into
any transaction for the acquisition of EDS's hardware or software assets to
be utilized in connection with the Services and dedicated to Kellwood the
value of which transaction exceeds $5,000. EDS' notification shall include a
description of the schedule for, technical specifications of, and terms and
conditions of, such acquisition. If, within ten (10) days after the receipt
of such notification, Kellwood notifies EDS in writing it wants to acquire
the relevant assets in EDS' notification itself, EDS and Kellwood shall work
together to expeditiously acquire the assets, on Kellwood's books, per EDS'
specifications. If such notification is not provided by Kellwood to EDS
within ten (10) days, then EDS can proceed on its own. In addition, and where
appropriate by mutual agreement, the Parties will adjust the related fees for
services downward.

         6.13.    COST OF LIVING ADJUSTMENT

                  6.13.1.  ADJUSTMENT

                           "ECI" means the Employment Cost Index for total
compensation, private industry, not seasonally adjusted, white-collar
occupations (June 1989 = 100) as published in the Bureau of Labor Statistics
of the Department of Labor. The ECI as of the Contract Signing Date, will be
the "Initial Base Index." If the ECI on the second anniversary or any
subsequent anniversary of the Contract Signing Date (each, a "Current
Index") be higher than the Initial Base Index or the highest ECI at any
previous anniversary of the Contract Signing Date (such highest ECI, the
"Base Index"), then effective as such anniversary, all fees outlined in
Schedule B under this Agreement attributable to the period following such
anniversary date (other than charges based upon then current EDS mantime
rates), as previously adjusted pursuant to this Section, shall be increased
by the percentage (up to and including but not to exceed five percentage
points per year) that the Current Index increased from the Base Index.

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                  6.13.2.  CHANGE OF INDEX

                              In the event that the Bureau of Labor
Statistics should stop publishing the ECI or should substantially change the
content or format thereof, EDS and Kellwood shall substitute therefore
another comparable measure published by a mutually acceptable source.

7.       RELATIONSHIP MANAGEMENT

         7.1.     PERSONNEL

                  7.1.1.   EDS' KEY PERSONNEL

                  Each of the initial EDS' Key Personnel, including the EDS
Contract Manager, is designated on, and shall have the functions assigned to
him or her as set forth in, Schedule N. Such Schedule may be modified from
time to time in accordance with this Agreement, and shall be deemed modified
upon any approved replacement or substitution of a new person for any EDS'
Key Personnel already listed on Schedule N as amended from time to time.
Prior to the Contract Signing Date, Kellwood shall have the right to
interview and approve the initial EDS' Key Personnel listed on Schedule N,
including the EDS Contract Manager, and if any such EDS' Key Personnel or the
EDS Contract Manager are not approved by Kellwood then upon written notice
from Kellwood to EDS such unapproved personnel shall be replaced in
accordance with this Section 7.1.1 and Sections 7.1.2 and 7.1.8 below.

                  After the Contract Signing Date, Kellwood shall have the
right, prior to the assignment, hiring or designation of any person to fill
the position or perform the duties provided by any EDS Key Personnel or the
EDS Contract Manager, to interview and participate in the selection of such
person to fill the position or perform the duties provided by EDS' Key
Personnel and/or the EDS Contract Manager, as and to the extent Kellwood
deems necessary or desirable. Whether or not Kellwood conducts an interview
or participates in such selection, EDS shall not hire, assign or designate
any new person to fill the position or perform the duties provided by any
EDS Key Personnel or replace its EDS Contract Manager without Kellwood's
prior written consent, which shall not be unreasonably withheld. All EDS Key
Personnel shall be assigned to the performance of the Services on a full
time basis, and EDS shall not, without Kellwood's prior written consent, (i)
undertake any action with respect to any EDS Key Personnel or the EDS
Contract Manager resulting in the alteration or reduction of time expended
by such EDS Key Personnel or the EDS Contract Manager in performance of EDS'
duties under this Agreement; or (ii) except as set forth in Schedule N,
transfer, reassign or otherwise remove or redeploy any EDS Key Personnel or
the EDS Contract Manager from performance of EDS' duties under this
Agreement except in the case of a termination based on just cause. If any
one of EDS' Key Personnel or The EDS Contract Manager becomes incapacitated,
voluntarily terminates their employment with EDS (and/or any of EDS'
Affiliates or Subcontractors), is terminated for just cause by EDS or is
transferred with the consent of Kellwood, EDS shall, within ten (10)
business days, replace such person with another person approved by Kellwood
and that is at

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least as well qualified as the person who initially performed that person's
functions. For purposes of this Section 8.1.1, the movement of EDS' Key
Personnel from the employ of EDS to a Subcontractor of EDS shall be
considered a reassignment requiring Kellwood's consent and not a cessation
of employment.

                  EDS shall maintain detailed written succession plans and
conduct the replacement procedures for EDS' Key Personnel in such a manner so
as to assure an orderly succession for any EDS Key Personnel that are
replaced.

                  7.1.2.   EDS CONTRACT MANAGER

                  The EDS Contract Manager appointed by EDS must be (i)
knowledgeable about the Services and each of EDS' and its Subcontractors
products and services, (ii) experienced at running information technology
systems and networks of a size and scope of at least to that of Kellwood, and
(iii) otherwise acceptable to Kellwood. EDS represents that its EDS Contract
Manager is an experienced manager who is experienced as a project leader in a
project of such size and who is knowledgeable as to the Services. The EDS
Contract Manager shall act as the primary liaison between EDS and Kellwood's
Representatives, shall have overall responsibility for directing all of EDS'
activities hereunder, and shall be vested by EDS with all necessary authority
to act for EDS in connection with all aspects of this Agreement and fulfill
that responsibility. EDS and Subcontractor staff shall be managed in the
performance of their duties by the EDS Contract Manager who will serve as
EDS' senior executive at Kellwood. The EDS Contract Manager shall report to a
Kellwood Representative and will perform duties as though part of Kellwood's
management organization in the same manner as would be expected of an
employee of Kellwood.

                  Notwithstanding anything else herein to the contrary, EDS
shall not replace the EDS Contract Manager during the Term without Kellwood's
prior written consent. Before any desired replacement of the EDS Contract
Manager EDS, shall notify Kellwood of the proposed replacement and assignment
of a new EDS Contract Manager, introduce the individual to appropriate
Kellwood representatives and provide Kellwood with a resume and any other
information about the individual reasonably requested by Kellwood. Kellwood
shall have the right, prior to the assignment, hiring or designation of any
such person to fill the position or perform the duties provided by the EDS
Contract Manager, to interview and participate in the selection of such
person to fill the position or perform the duties of the EDS Contract
Manager, as set forth above. EDS agrees to discuss with Kellwood any
objections Kellwood may have to such assignment and the Parties will attempt
to resolve such concerns on a mutually agreed basis; provided that if
Kellwood and EDS cannot agree, such person will not be assigned as the EDS
Contract Manager by EDS, but an alternative candidate or candidates will be
identified for consideration and approval as above. Whether or not Kellwood
consents to any reassignments or replacements of the EDS Contract Manager,
EDS will be in Default of its obligations under this Agreement if it assign
more than three (3) different individuals to the position of the EDS Contract
Manager during the initial Term, unless Kellwood requests such reassignment
or replacement, or unless EDS employee voluntarily resigns from EDS or is
unable to work due to his or her death or disability.

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                  EDS shall cause its EDS Contract Manager to be stationed in
the greater Chesterfield, Missouri metropolitan area and to devote his or her
full working time and effort to his or her responsibilities for the provision
of the Services under this Agreement. For any bonus compensation payable by
EDS to the EDS Contract Manager, Kellwood's management's evaluation of the
EDS Contract Manager's performance will be taken into account.

                  EDS shall maintain detailed written succession plans and
conduct the replacement procedures for the EDS Contract Manager in such a
manner so as to assure an orderly succession if the EDS Contract Manager must
be replaced.

                  7.1.3.   KELLWOOD KEY PERSONNEL AND REPRESENTATIVES

                  Kellwood Key Personnel will be identified in Schedule O by
Kellwood before or concurrently with the Contract Signing Date. Kellwood Key
Personnel shall provide advice and assistance to EDS in areas requiring
particular technical or functional expertise or work experience. If any
one of Kellwood Key Personnel is unable to perform the functions or
responsibilities assigned to him or her in connection with this Agreement,
or if he or she is no longer employed by Kellwood, Kellwood shall replace
such person or reassign the functions or responsibilities to another
person. Kellwood's CIO or his/her designee(s) (hereinafter "Kellwood
Representatives") shall act as the primary liaison between Kellwood and the
EDS Contract Manager and shall have overall responsibility for day-to-day
oversight of EDS' performance under this Agreement and coordination of
Kellwood's retained authorities.

                  7.1.4.   ADDITIONAL PERSONNEL REQUIREMENTS

                  In addition to EDS' Key Personnel, EDS shall provide and
make available such additional staff and personnel as EDS deems necessary to
properly perform all of EDS' obligations under this Agreement, all of whom
(excluding the Transitioned Employees) shall, prior to their assignment to
perform Services, have been subject to drug screening and security clearances
by EDS based on EDS' policies in effect as of the date any such personnel are
assigned to EDS' staff. All costs and expenses associated with providing,
equipping and retaining EDS staff and other personnel is included within the
Fees, including, without limitation, all wages and benefits and associated
staffing costs such as training and education, office supplies, PC
refreshment, travel and lodging costs and recruiting and relocation expenses.
EDS shall, on the Contract Signing Date and at the end of every six-month
period after the Contract Signing Date, provide Kellwood with a written list
of all EDS and Subcontractor personnel whose time is dedicated fifty percent
(50%) or more to providing Services under this Agreement.

                  7.1.5.   MINIMUM PROFICIENCY LEVELS

                  EDS' Key Personnel, and all other personnel assigned by EDS
or its Subcontractors to perform EDS' obligations under this Agreement, shall
have experience, training, and expertise at least equal to commercially
reasonable standards applicable to such

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personnel for their responsibilities in the business of providing
information technology services. In addition, the Services shall conform to
commercially reasonable standards applicable to such Services in the
information technology services marketplace.

                  7.1.6.   SPECIALIZED PERSONNEL

                  EDS agrees that as part of its provision of Services, it
shall provide EDS personnel (and the personnel of any Subcontractors) that
are trained, qualified, and available to perform all Services required in
work areas requiring specific health, security, or safety precautions.

                  7.1.7.   TRAINING

                  EDS shall provide, and cause its Subcontractors to provide,
all such training to the employees of EDS and its Subcontractors (including
the Transitioned Employees) as may be necessary for them to perform, on
behalf of EDS, all of EDS' duties under this Agreement, and, in any event,
levels of training equal to or greater than the average levels of training
given to other EDS or EDS-Affiliate employees holding corresponding
positions.

                  7.1.8.   REPLACEMENT OF PERSONNEL

                  Notwithstanding Section 7.1.1, if Kellwood believes that
the performance or conduct of any Person employed or retained by EDS to
perform EDS' obligations under this Agreement is unsatisfactory for any
reason or is not in compliance with the provisions of this Agreement,
Kellwood shall so notify EDS in writing and EDS shall promptly address the
performance or conduct of such person, or, at the Kellwood CIO's request,
immediately replace such Person with another Person acceptable to Kellwood
and with sufficient knowledge and expertise to perform the Services in
accordance with this Agreement.

                  7.1.9.   SUPERVISION AND CONDUCT OF EDS PERSONNEL

                  EDS or, in respect of Persons who work for EDS'
Subcontractors, EDS Subcontractors, shall be responsible for their own staff
assigned to provide Services under this Agreement, and, subject to this
Section 7, EDS (directly or through EDS Subcontractors) shall have the sole
right to direct and control the management of such staff. EDS and, in respect
of Persons who work for EDS' Subcontractors, EDS' Subcontractors shall (a)
determine and pay all wages and salaries, (b) provide welfare and retirement
benefits, as it deems necessary or desirable, (c) comply with applicable Law,
including income tax and employment tax withholding laws, workers'
compensation insurance coverage, and (d) file all applicable reports with
federal, State and local agencies and authorities as required by Law.

                  While at or on the premises of Kellwood, personnel of EDS
and EDS' Subcontractors shall (1) conduct themselves in a businesslike manner
and (2) comply with the requests and standard rules of Kellwood regarding
safety and health, personal and professional conduct (including the wearing
of identification badge or personal protective equipment and adhering to
plant regulations and general safety practices or procedures) as may be
required for such locations.
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         7.2.     MANAGEMENT COMMITTEE

                  The Management Committee, which shall be chaired by a
Kellwood Representative, shall meet on a monthly basis (or as otherwise
requested by either Party), to review the effectiveness and value of the
Services provided to Kellwood by EDS and to provide guidance to improve such
effectiveness and value. The Management Committee shall include an equal
number of Kellwood representatives and EDS representatives. The initial
representatives of each Party are listed on Schedule I, and each Party may
change its representatives from time to time upon written notice to the
other. Once annually, the Management Committee shall meet to (i) discuss
innovative and emerging ideas and strategies for more effective use of IT and
related business transformation services with EDS and industry thought
leaders, and (ii) facilitate discussion on how these innovative ideas and
strategies can more effectively impact the enterprise transformation of the
business of Kellwood. For each such annual meeting, EDS shall prepare a
suggested agenda, in concert with a Kellwood Representative. Further, the
Management Committee may invite industry thought leaders to participate in
such annual meetings to facilitate the information exchange and increase the
value of the strategies discussed. Additionally, the Management Committee
shall have the discretion to form subcommittees for any purpose it deems
appropriate.

         7.3.     PARTIES' RELATIONSHIP

                  From time to time during the Term, but on not less than a
quarterly basis, EDS shall discuss with Kellwood (and provide reports on) its
current financial plans and operational plans related to this Agreement, and
EDS shall make available its senior management personnel to answer questions
from Kellwood's senior management personnel regarding such plans.

         7.4.     WORK ORDER PROCEDURES; CHANGE MANAGEMENT PROCEDURE

(a)      If Kellwood requires the performance of work that is not being
performed at a particular time but that is within the scope of the Services,
or if Kellwood wishes to have EDS perform any Other Services, Kellwood shall
deliver to the EDS Contract Manager a Work Order, in the form set forth in
Schedule J, specifying the proposed work with sufficient detail to enable
EDS to evaluate it. Unless the Parties mutually agree in writing to proceed
otherwise, or mutually agree to an expedited process, within ten (10) days,
except as otherwise specifically stated in the Agreement, following the date
of receipt of such Work Order, EDS shall provide Kellwood with an evaluation
of the Work Order and a written proposal containing the following: a
detailed description of the Services to be performed; specifications (if
applicable); implementation plans, with implementation to commence not later
than thirty (30) days after approval thereof, unless otherwise mutually
agreed; the timeframe for performance; and the estimated price for such
performance. The Parties understand and agree that all services requested in
such written requests shall be presumed to be within the scope of the
Services (and therefore subject to the [confidential treatment requested]),
unless EDS can demonstrate otherwise to Kellwood's satisfaction (in which

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event they shall be deemed Other Services). All Work Orders shall be
governed by the terms and conditions of this Agreement. Within the timeframe
specified in EDS' proposal (the "Response Period"), Kellwood shall notify
EDS in writing whether to proceed with the Work Order. If, within the
Response Period, Kellwood notifies EDS in writing (i) not to proceed, or
fails to notify EDS, then the Work Order shall be deemed withdrawn and EDS
shall take no further action with respect to it or (ii) to proceed with the
Work Order, then EDS shall proceed in accordance therewith. A Work Order may
alter a MASL if and to the extent EDS' ability to perform at such MASL is
materially affected by the Work Order, and a Kellwood Representative has
expressly agreed to such alteration in writing. Work Orders must be executed
by authorized representatives of the Parties to be valid. In the event EDS
wishes to perform work that it is not currently providing but that is within
the scope of the Services, it shall provide Kellwood with a Work Order and a
written proposal; thereafter, the procedure shall be as stated above.

(b)      Within thirty (30) days after the Contract Signing Date, EDS shall
develop a change management procedure, in accordance with the requirements
and specifications set forth in Schedule J, subject to Kellwood's review and
approval. Such change management procedure shall be incorporated in the
Operations and Procedure Manual, as defined in such Schedule.

8.       INITIATIVES

         8.1.     INITIATIVE REQUIREMENTS AND PROCESS

                  Kellwood may, at any time and from time to time, propose a
project outside the scope of Services (an "Initiative") to EDS and solicit a
response from EDS for the performance of such Initiative. EDS shall submit
its response in respect of each Initiative proposed by Kellwood within
fifteen (15) days after EDS' receipt of Kellwood's proposed Initiative, or,
if the scope of the Initiative is such that fifteen (15) days would be
insufficient, within a mutually agreeable period of time. EDS' proposed fees
for performance of each Initiative shall be at a [confidential treatment
requested] (to the extent the Initiative consists of design, build, or other
development services) or at a [confidential treatment requested] per unit of
performance or other benefit to be received by Kellwood (to the extent the
Initiative consists of operational or other ongoing services). Each such
response shall be in writing and shall contain the following requirements and
be in conformance with the process set forth herein: EDS' response to
Kellwood's description and specifications for the Initiative, including all
services to be performed, categories of personnel (and number of personnel
within each category) required to complete the Initiative, and implementation
plans; the amount, schedule, and method of payment; the timeframe for
performance; completion and acceptance criteria; and any proposed MASLs for
new Services that would result from the Initiative. In the event Kellwood
selects EDS as its provider with respect to, or the Parties otherwise reach
agreement on the terms and conditions of, any Initiative, the obligations of
EDS with respect to the Initiative shall be deemed "Other Services" under
this Agreement and the Initiative shall be governed by all the terms and
conditions of this Agreement, to the extent that such terms are not
inconsistent with those agreed to by the Parties with respect to such
Initiative.

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         8.2.     COOPERATION AND COORDINATION

                  With respect to each Initiative as to which EDS is not
selected to be the sole or principal provider, Kellwood shall notify EDS and
EDS shall cooperate and coordinate with the selected provider to facilitate
the successful accomplishment of the Initiative, provided that such
third-party provider complies and is subject to in all material respects with
EDS' reasonable technical and confidentiality requirements and to the extent
that the personnel otherwise assigned to perform the delivery of Services
under this Agreement can reasonably do so without materially and adversely
affecting the MASLs or other aspects of the Services delivered. Such
cooperation shall include: (i) providing information concerning any or all of
the systems, data, computing environment, and technology direction used in
providing the Services; (ii) cooperating with such third party in the
implementation and integration of the Initiative in Kellwood's environment;
(iii) providing access to and use of EDS resources; and (iv) performing tasks
assigned to EDS in connection with the Initiative. If EDS is required to
provide material assistance outside the scope of Services, EDS will notify
Kellwood in writing of its required assistance, mutually agree upon with
Kellwood payment for the assistance and receive written authorization from a
Kellwood Representative therefor. EDS shall not be required to provide such
material assistance absent such authorization. EDS acknowledges that Kellwood
has the right to solicit or accept proposals on any Initiative from any other
provider and may award any Initiative to any such proposer or any reason;
provided that EDS' performance under this Agreement shall be excused to the
extent that such other source adversely affects EDS' ability to provide the
Services and/or to meet the MASLs, on the condition that EDS notifies
Kellwood as soon as it becomes aware that EDS' ability is being so adversely
affected.

         8.3.     RIGHT OF FIRST REFUSAL

                  During the term of this Agreement, Kellwood hereby grants
to EDS a right of first refusal to provide services similar to those
described in Schedules A, B, C, D, E and F that are not expressly provided
for by this Agreement before obtaining such services from a third-party. As
part of the Request for Proposal process, EDS will bid at the same time as
third party bidders. Prior to advising Kellwood whether EDS will exercise
right of first refusal, EDS will be permitted the same amount of time to
review such information and material as the third party was provided to
prepare its offer. EDS may exercise such right of first refusal if (i) EDS
offers to provide such services within the same time period as that proposed
by the third party, (ii) EDS offers such services at the same price, or a
price better than, that of the third party, and (iii) EDS has resources
available with the skill sets required to deliver the services. If EDS
exercises this right of first refusal, Kellwood will obtain those services
from EDS, and, if EDS does not exercise such right of first refusal, Kellwood
may obtain the services from the third-party. This right of first refusal
does not apply to project work or services not described in Schedules A, B,
C, D, E and F.

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9.       LIMITATION OF FUTURE CONTRACTS

         The Parties acknowledge and agree that EDS will be restricted in its
future contracting with Kellwood as described in this Section; except as
specifically provided herein, EDS shall be free to compete for future
business with Kellwood on an equal basis with other Persons. If EDS, under
the terms of this Agreement, or through the performance of tasks pursuant
hereto, develops specifications or statements of work, and such
specifications or statements of work are to be incorporated into a
solicitation, EDS shall be ineligible to perform the work described within
that solicitation as a prime contractor or Subcontractor under a future
Kellwood contract, unless otherwise approved by Kellwood. Provided, however,
Kellwood will not, as part of a Work Order or otherwise, unilaterally require
EDS to prepare such specifications or statements of work under this
Agreement.

10.      PROPRIETARY RIGHTS

         10.1.    OWNERSHIP OF WORK PRODUCT

                  10.1.1.  KELLWOOD SOLE OWNER

                           Kellwood  shall be the sole and exclusive owner
of all of the Work Product, and of all copyright and trade secret rights
(excluding trade secrets incorporated in EDS Underlying Works) in the Work
Product. Ownership of Work Product shall inure to the benefit of Kellwood
from the date of conception, creation, or fixation in a tangible medium of
expression (whichever occurs first), of such Work Product. To the extent it
qualifies as such, each copyrightable aspect of the Work Product shall be
considered a "work made for hire" within the meaning of the Copyright Act of
1976, as amended. EDS hereby assigns to Kellwood exclusively all right,
title, and interest in and to the copyright and trade secrets of the Work
Product, and all copies thereof, and the copyright, trade secret, and all
other non-patent proprietary rights (excluding trade secrets incorporated in
EDS Underlying Works) therein, that EDS may have or obtain, without further
consideration, free from any claim, lien for balance due, or rights of
retention thereto on the part of EDS. EDS shall obtain similar written
undertakings from all Subcontractors, employees, and consultants who will
perform any Services, so as to ensure Kellwood's ownership of the Work
Product as provided herein, and shall not commence the deployment of any
such Subcontractor, employee, or consultant until such a written undertaking
has been obtained from such Subcontractor, employee, or consultant and
delivered to EDS. To the extent the Work Product incorporates or includes
trade secrets incorporated in EDS Underlying Works, EDS agrees to grant to
Kellwood a perpetual, irrevocable, non-exclusive, royalty-free, fully
paid-up, worldwide license in such trade secrets to the extent necessary to
give Kellwood unrestricted use and enjoyment of such Work Product and the
proprietary rights therein. EDS acknowledges that the Parties do not intend
EDS to be a joint author of the Work Product within the meaning of the
Copyright Act of 1976, as amended, and that in no event shall EDS be deemed
the joint author of any Work Product. Kellwood shall have access under
reasonable terms and conditions to all EDS materials, premises, and computer
files containing the Work Product at no cost to Kellwood. EDS shall promptly
and fully disclose and deliver all Work Product to Kellwood, in writing and
(with respect to computer

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programs) in both source code and object code form and with all available
user manuals and other documentation, as requested by Kellwood, and
shall execute and deliver any and all copyright, or other applications,
assignments, and other documents that Kellwood requests for protecting the
Work Product, whether in the United States or any other country. Kellwood
shall have the full and sole power to prosecute such applications and to
take all other action concerning the Work Product, and EDS shall cooperate,
at Kellwood's expense, in the preparation and prosecution of all such
applications and in any legal actions and proceedings concerning the Work
Product. EDS shall provide to Kellwood, on a quarterly basis, a written
report with appropriate information to enable Kellwood to pursue all
intellectual property registrations or other protections for Kellwood's
interests in the Work Product. The Parties will cooperate with each other
and execute such other documents as may be appropriate to achieve the
objectives in this Section.

                  10.1.2.  EXISTING INTELLECTUAL PROPERTY

                           Kellwood  hereby  grants to EDS (and any
Subcontractors set forth on Schedule Q) a non-transferable, non-exclusive,
royalty-free, fully paid-up, personal license to use any Work Product solely
for the provision of Services to Kellwood. Neither EDS nor any such
Subcontractor may use the Work Product in connection with the provision of
services to its other customers without the prior written consent of
Kellwood, which may be withheld in Kellwood's sole discretion. Each Party
shall remain the owner of all software, documentation, tools, methodologies,
and trade secrets owned by it as of the Contract Signing Date, and of
anything developed by it or for it outside of this Agreement. The Parties
agree to execute as soon as reasonably possible a document assigning to
Kellwood the ownership of the intellectual property described in Schedule B
Attachment B, the "Assigned Software", created pursuant to the 1996
Contract.

                  10.1.3.  EDS METHODOLOGIES

                           Nothing in this  Agreement  shall preclude EDS
from using knowledge, experience and know how including among other things,
ideas, methods, processes, concepts, tools, methodologies, and techniques,
in developing, independently from the work or information of Kellwood,
anything for itself or for third parties, provided such materials do not
breach EDS' obligations of confidentiality or otherwise infringe on
Kellwood's rights.

                  10.1.4.  INTELLECTUAL PROPERTY

                           EDS shall be the sole and exclusive owner of all
EDS Underlying Works, and all derivatives thereof that do not contain any
Work Product ("EDS Derivatives"). EDS grants to Kellwood a perpetual,
worldwide, paid up, non-exclusive and nontransferable license to EDS' tools
and methodologies to use, copy and modify solely for the purpose of
maintaining, enhancing, or modifying the Work Product. Kellwood is hereby
granted a non-exclusive transferable (only as set forth below) patent
license to use and sell pursuant to any presently owned or hereinafter
acquired EDS patent to which use or sale of the Work Product as delivered by
EDS would require such a license. Such patent license

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granted is transferable only with the Work Product and not separately
therefrom, and extends to any of Kellwood's customers only to the extent
needed by that customer to use or resell the Work Product.

                  10.1.5.  THIRD-PARTY UNDERLYING WORKS

                           Notwithstanding  anything to the contrary provided
in this Agreement, including this Section 10.1, the sole and exclusive owner
of any third party's Underlying Works, and of all derivative works thereof
that are created, invented, or conceived of by such third party (such
derivatives, collectively with the third party's Underlying Works, the
"Third-Party Works") shall be the applicable third party; provided, however,
that EDS shall not implement or utilize any Third-Party Works in the
provision of any Services unless the Third-Party Works are commercially
available or EDS shall have caused such third party to agree to grant to
Kellwood and (for purposes of their providing services to Kellwood) any
third-party service providers engaged by Kellwood, at Kellwood's expense, a
perpetual, irrevocable, non-exclusive, royalty-free, fully-paid, worldwide
license to use, copy, modify, and sublicense the Third-Party Works in
connection with the conduct of Kellwood's business.

         10.2.    RIGHTS AND LICENSES

                  10.2.1.  NECESSARY TO THE SERVICES

                  EDS shall obtain from third Parties all rights and licenses
required to perform the Services, and the terms and conditions of all such
rights and licenses shall be subject to the review and approval of a Kellwood
Representative prior to their implementation by EDS. With respect to all
technology used and to be used by EDS to perform the Services hereunder,
whether proprietary to EDS or known to be proprietary to any other Person,
EDS hereby grants and agrees to grant to Kellwood, or shall cause to be
granted by the licensor thereof, as the case may be, without additional
charge, such licenses and sublicenses as may be necessary in order for
Kellwood, and its authorized representatives (including third-party service
providers), to use, or receive the benefit of the use by EDS of, such
technology in connection with the Services.

                  10.2.2.  ADVANCE CONSENTS

                           EDS shall obtain  advance  consents from EDS'
licensors and lessors to the conveyance or assignment, at no cost to
Kellwood, of all licenses and leases related to the Services to Kellwood
upon Disentanglement. If such advance consents cannot be obtained, EDS shall
promptly notify Kellwood and Kellwood shall have the option to enter into
the applicable license or lease in its own name.

         10.3.    KELLWOOD DATA

                  Kellwood shall permit EDS to have access to Kellwood Data
solely to the extent EDS requires such access to such data to provide the
Services and maintain the

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MASLs. EDS may only access and process Kellwood Data in connection herewith
or as directed by Kellwood in writing and may not otherwise modify Kellwood
Data, merge it with other data, commercially exploit it, or do any other
thing that may in any manner adversely affect the integrity, security, or
confidentiality of such data, other than as specified herein or as directed
by Kellwood in writing. EDS understands and agrees that Kellwood owns all
right, title, and interest in Kellwood Data and in any modification,
compilation, or derivative work therefrom (collectively, "Data and Modified
Data"), and also owns all copyright, trademark, trade secrets, and other
proprietary rights (except inventions conceived by an EDS employee) in the
Data and Modified Data. To the extent it qualifies as such, EDS agrees that
all copyrightable aspects of such Data and Modified Data shall be considered
"work made for hire" within the meaning of the Copyright Act of 1976, as
amended. EDS hereby assigns to Kellwood exclusively all right, title, and
interest in and to the Data and Modified Data and to all copyright or other
proprietary rights (except inventions conceived by an EDS employee) therein
that it may obtain, without further consideration, free from any claim, lien
for balance due, or rights of retention thereto on the part of EDS. EDS also
acknowledges that the Parties do not intend EDS to be a joint author of the
Data and Modified Data within the meaning of the Copyright Act of 1976, as
amended, and that in no event shall EDS be deemed a joint author thereof.
Furthermore, EDS and all Subcontractors will not publish or disclose in any
manner privacy and security safeguards related to any federal, State, or
Kellwood data or any other data of which EDS or any Subcontractor has
custody.

         10.4.    INFRINGEMENT

                  Each of the Parties promises to perform its
responsibilities under this Agreement in a manner that does not infringe, or
constitute an infringement or misappropriation of, any patent, trade secret,
copyright, or other proprietary right of any third party, or a violation of
the other Party's software license agreements or intellectual property rights
disclosed to or known by such Party.

         10.5.    COOPERATION

                  If at any time Kellwood brings, or investigates the
possibility of bringing, any claim against any third party for infringement
of any patent, trademark, copyright, or similar proprietary right of Kellwood
provided by EDS or its Subcontractors under this Agreement, including
misappropriation of trade secrets and misuse of confidential information,
then EDS, upon the request and at the expense of Kellwood, shall cooperate
with and assist Kellwood in the investigation or pursuit of such claim, and
provide Kellwood with any information in the possession of EDS that may be of
use to Kellwood in the investigation or pursuit of such claim.

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11.      SECURITY AND PROTECTION OF INFORMATION

         11.1.    SECURITY

                  11.1.1.  SECURITY AND POLICIES

                           At all times during the Term, EDS shall provide
the Services, and use the resources related thereto, in a secure manner and
in accordance with Kellwood's security requirements, including the
prevention and detection of fraud, abuse, or other inappropriate use or
access of systems and networks by appropriate means, including network
management and maintenance applications and tools, and the use of
appropriate encryption technologies. In addition, EDS personnel (including
personnel of any Subcontractors) shall be subject to and shall at all times
conform to Kellwood's laws, rules, and requirements for the protection of
premises, materials, equipment, and personnel, as they have been previously
disclosed to EDS in writing, including those set forth on Schedule K. Any
violations or disregard of these rules shall be cause for denial of access
by such personnel to Kellwood's property. EDS shall exercise due care and
diligence to prevent any injury to person or damage to property while on
Kellwood's premises. The operation of EDS vehicles or private vehicles of
EDS personnel on Kellwood's property shall conform to posted and other
regulations and safe driving practices. Vehicular accidents on Kellwood's
property and involving EDS personnel shall be reported promptly to the
appropriate Kellwood security personnel.

                  11.1.2.  INFORMATION ACCESS

                           EDS warrants that during the Term, it, and its
employees, agents, and Subcontractors, shall comply with all Kellwood
policies and procedures made available to EDS regarding data access and
security, including those prohibiting or restricting remote access to
Kellwood systems and data. Kellwood shall authorize and EDS shall issue any
necessary information-access mechanisms, including access IDs and passwords,
and EDS promises that the same shall be used only by the personnel to whom
they are issued. EDS shall provide to such personnel only such level of
access as is required to perform the tasks and functions for which such
personnel are responsible. EDS shall from time to time, upon request from
Kellwood but at least quarterly, provide Kellwood with an updated list of
those EDS personnel having access to Kellwood's systems, software, and data.
Computer data and software, including Kellwood Data, provided by Kellwood or
accessed by EDS personnel, shall be used by EDS personnel only in connection
with EDS' obligations hereunder, and shall not be commercially exploited by
EDS in any manner whatsoever. In addition, failure of EDS to comply with the
provisions of this Section 11 may result in Kellwood restricting offending
personnel from access to Kellwood computer systems or Kellwood Data. EDS
shall maintain and ensure the confidentiality and security of Kellwood Data.

                  11.1.3.  BACKGROUND CHECKS

                           If EDS assigns, as a full-time resource, Persons
(whether employees, independent contractors, or agents), other than
Transitioned Employees, to

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perform work at any Location, EDS shall have conducted a background check,
as permitted by law, on all such Persons before Kellwood will grant access
to such Location. Such background check shall be in the form generally used
or relied upon by EDS in its initial hiring of employees or contracting for
independent contractors, as applicable, during the employment-screening
process. On an annual basis, EDS shall certify that the background check
required by this Section 11.1.3 has been conducted in respect of all Persons
assigned by EDS to perform work at any Location.

                  11.1.4.  OTHER POLICIES

                           EDS shall, and shall cause its Subcontractors
and employees to, abide by all Kellwood policies generally applicable to
Kellwood employees and other contractors that may be established by Kellwood
from time to time, and which are made available to EDS.

                  11.1.5.  MINIMUM SECURITY STANDARDS AND AUDIT

                           In no event  shall EDS' actions or inaction
result in any situation that is less secure than either: (i) the security
Kellwood provided as of the Contract Signing Date; or (ii) the security EDS
then provides for its own systems and data. Upon reasonable written notice,
Kellwood may engage any such organization that is not a competitor of EDS or
its Subcontractors in the IT markets with respect to the provision of
services similar to the Services as it may deem suitable to conduct an audit
of the IT environment used to provide the Services, including security,
policies, and operational matters. Any such audit shall be in accordance
with sections 17.2 and 6.2.

         11.2.    PROTECTION OF KELLWOOD CONFIDENTIAL INFORMATION

                  11.2.1.  NONDISCLOSURE; EDS POLICIES AND PROCEDURES

(a)      All Kellwood Confidential Information shall be deemed the sole
property of Kellwood and shall be used solely by EDS or any of its
Subcontractors for the purpose of performing its obligations under this
Agreement, and shall not be published, transmitted, released, or disclosed
by EDS or its Subcontractors to any other Person without the prior written
consent of Kellwood, which consent Kellwood may withhold in its sole
discretion.

(b)      EDS shall implement and maintain appropriate policies and procedures
to safeguard the confidentiality of Kellwood Confidential Information in
accordance with subsection (a) above, including the policies and procedures
described in Sections 11.1.1 and 11.1.2 hereof. Kellwood Confidential
Information shall not include information that EDS can demonstrate was:
(i) at the time of disclosure to EDS, in the public domain; (ii) after
disclosure to EDS, published or otherwise made a part of the public domain
through no fault of EDS; (iii) in the possession of EDS at the time of
disclosure to it, if EDS was not then under an obligation of confidentiality
with respect thereto; (iv) received after disclosure by Kellwood to EDS from
a third party who had a lawful right to disclose such information to EDS;
or (v) independently developed by EDS without reference to Kellwood
Confidential Information. For purposes of

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this provision, information is in the public domain if it is generally known
(through no fault of EDS) to third Parties who are not subject to
nondisclosure restrictions similar to those in this Agreement.

(c)      EDS shall require as a condition of any subcontract that the
Subcontractor expressly acknowledges and agrees to be bound by substantially
the same confidentiality requirements by which EDS is bound under this
Agreement.

                  11.2.2.  DISCLOSURE REQUESTS

                  Any and all requests from third parties not authorized to
access Kellwood Confidential Information for copies of or access to, or other
disclosure of, any Kellwood Confidential Information shall be promptly
submitted to Kellwood for disposition.

                  11.2.3.  PERMITTED DISCLOSURE

                  Notwithstanding the above provisions of this Section 11.2,
EDS may disclose Kellwood Confidential Information to its employees, agents,
and Subcontractors who have: (i) a need to know such Kellwood Confidential
Information in order to perform their duties under this Agreement, as
determined by an appropriate Kellwood official; and (ii) a legal duty to
protect Kellwood Confidential Information. Subject to the terms of Section
14.3, EDS shall be fully liable for the acts or omissions of its
Subcontractors and employees with respect to such Kellwood Confidential
Information.

                  11.2.4.  PUBLICITY

                  EDS shall not release any information concerning the
Services or any part thereof to any member of the public or the press or any
representative of any business entity or official body, unless prior written
consent is obtained from Kellwood.

         11.3.    LEGALLY REQUIRED DISCLOSURE

                  Either Party may disclose Confidential Information of the
other Party to the extent disclosure is based on the good faith written
opinion of such Party's legal counsel that disclosure is required by law or
by order of a court or governmental agency; provided, however, that such
Party shall give prompt notice of such requirement and use commercially
reasonable efforts to assist the owner of such Confidential Information if
the owner wishes to obtain a protective order or otherwise protect the
confidentiality of such Confidential Information. The owner of such
Confidential Information reserves the right to obtain a protective order or
otherwise protect the confidentiality of such Confidential Information. For
purposes of this Section 11.3, Kellwood's General Counsel shall act as
Kellwood's legal counsel.

         11.4.    NOTIFICATION

                  In the event of any disclosure, loss, or destruction of
Confidential Information, the receiving Party shall immediately notify the
disclosing Party.

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         11.5.    INJUNCTIVE RELIEF

                  If either Party publishes, transmits, releases, or
discloses any Confidential Information of the other Party in violation of
this Section 11, or if either Party anticipates that the other Party shall
violate or continue to violate any restriction set forth in this Section 11,
the first Party shall have the right to have the provisions of this Section
11 specifically enforced by any court having equity jurisdiction, and shall
be required to post bond or other security but shall not have to prove the
inadequacy of available remedies at law, it being acknowledged and agreed
that any such violation shall cause irreparable injury to such first Party
and that monetary damages shall not provide an adequate remedy to it. In
addition, the first Party and any individuals that were the subject of such
Confidential Information may take all such other actions and shall have such
other remedies available to it or them at law or in equity and shall be
entitled to such damages as it or they can show have been sustained by reason
of such violation.

         11.6.    RETURN OF CONFIDENTIAL INFORMATION

                  Promptly upon the expiration or termination of the Term,
and at any other time upon written request by either Party to the other
Party, the other Party shall promptly return to the sole custody of the
requesting Party, all Confidential Information of the requesting Party then
in its possession or control, in whatever form, or, in the case of written
request by the requesting Party, such Confidential Information specified in
such request as then in the other Party's possession or control, in whatever
form. In addition, unless the requesting Party otherwise consents in writing,
the other Party shall also deliver to the requesting Party or, if requested
by the requesting Party, shall delete or destroy, any copies, duplicates,
summaries, abstracts, or other representations of any such Confidential
Information or any part thereof, in whatever form, then in the possession or
control of the other Party. Notwithstanding the foregoing: (i) EDS may retain
one (1) copy of documentation and data, excluding Kellwood Data, for archival
purposes or warranty support; and (ii) Kellwood may retain copies of EDS
Confidential Information to the extent required by law or regulation or to
the extent otherwise permitted under this Agreement.



         11.7.    EDS CONFIDENTIAL INFORMATION

                  Kellwood shall use the same care to prevent disclosure of
the records, data, and other information that is obtained by Kellwood from
EDS or its Subcontractors in connection with its performance of this
Agreement, whether oral, written, recorded on electronic media, or otherwise,
and including all financial information, personnel information, reports,
documents, correspondence, plans, and specifications, and other records,
data, or information collected, received, stored, or transmitted in any
manner, and that are exempt from disclosure under law (collectively, the "EDS
Confidential Information"), as it uses to prevent disclosure of its own
information of a similar nature, but in no event less than a reasonable
degree of care. EDS Confidential Information shall not include information
that Kellwood can demonstrate was: (i) at the time of disclosure to

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Kellwood, in the public domain; (ii) after disclosure to Kellwood, published
or otherwise made a part of the public domain through no fault of Kellwood;
(iii) in the possession of Kellwood at the time of disclosure to it, if
Kellwood was not then under an obligation of confidentiality with respect
thereto; (iv) received after disclosure by EDS to Kellwood from a third
party who had a lawful right to disclose such information to Kellwood; or
(v) independently developed by Kellwood without reference to EDS
Confidential Information. For purposes of this provision, information is in
the public domain if it is generally known (through no fault of Kellwood) to
third Parties who are not subject to nondisclosure restrictions similar to
those in this Agreement.

12.      TERM

         12.1.    INITIAL TERM; RENEWALS

                  12.1.1.  INITIAL TERM

                  The period during which EDS shall be obligated to provide
the Services under this Agreement shall commence on the Contract Signing Date
(except as otherwise specified herein) and shall end on the seventh (7th)
anniversary of the Contract Signing Date (the "Initial Term").

                  12.1.2.  EXTENSIONS BY KELLWOOD

                  Kellwood may, at its sole option and discretion, upon at
least one hundred twenty (120) days' notice to EDS, extend any expiration or
termination of the Term for successive periods of not less than one hundred
twenty (120) days each, with such extension periods not to exceed two hundred
forty (240) days in the aggregate. Each such extension shall be upon the same
terms and conditions in effect immediately prior to such extension. Any
adjustments to the Fees applicable to any extension period shall be mutually
agreed by the Parties, consistent with the pricing methodology set forth in
Schedules A through F; in the event the Parties are unable to agree on such
applicable Fees, the Fees shall be the same Fees as were applicable in the
immediately preceding Contract Year or extension period, as the case may be,
subject to COLA.

         12.2.    EARLY TERMINATION FOR CONVENIENCE

                  Kellwood shall have the right after contract month 30 to
terminate as to any category of the Services described in this Agreement
(i.e., any Service described in any Section thereof), for its convenience, or
to end the Term for its convenience, effective at 11:59 p.m. on the intended
date of termination (the "Termination Date"), by delivering to EDS a written
notice of termination (the "Termination Notice") at least one hundred eighty
(180) days before the Termination Date. In the event Kellwood terminates all
of the Services and the Term pursuant to this section, and EDS has performed
its obligations (including its Disentanglement obligations), Kellwood shall
pay to EDS on or before the sixtieth (60th) day after the Termination Date,
an amount determined in accordance with Schedule P. In the event Kellwood
elects to terminate any category of Service (but not all

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Services in the aggregate) pursuant to the terms hereof, EDS shall perform
its Disentanglement obligations hereunder to the extent applicable to the
Service or Services being terminated. In the event Kellwood elects to
terminate a category of Service described in this Agreement, rather than all
of the Services, the charge associated with the termination of such category
or Service shall instead be an amount mutually agreed upon in advance in
writing and shall not exceed amounts in Schedule P.

         12.3.    TERMINATION FOR DEFAULT

                  12.3.1.  TERMINATION FOR EDS DEFAULT

                  Section 21 hereof notwithstanding, the Term may be ended by
Kellwood by a Termination Notice delivered to EDS if EDS commits a Default.
Termination shall be effective at 11:59 p.m. on the Termination Date
specified in the Termination Notice, subject to the provisions of Section
21.5 hereof; provided, however, that EDS shall continue to perform its
Disentanglement obligations hereunder until they are fulfilled. No
termination pursuant to this Section 12.3.1 shall be deemed a termination for
convenience subject to Section 12.2 or otherwise require Kellwood to make any
payments to EDS not otherwise required under Section 6 hereof. Termination
shall not constitute Kellwood's exclusive remedy for such Default, and
Kellwood shall not be deemed to have waived any of its rights accruing
hereunder prior to such Default. If EDS' Default is a result of EDS' breach
of any obligation under Section 11.2.1, Kellwood's right to end the Term by a
Termination Notice pursuant to this Section 12.3.1 shall be subject to
Kellwood authorizing such termination based on a determination that as a
result of such Default the continued providing of the Services by EDS is not
in the best interests of Kellwood.

                  12.3.2.  TERMINATION FOR KELLWOOD DEFAULT

                  Section 21 hereof notwithstanding, the Term may be ended by
EDS by a Termination Notice delivered to Kellwood if Kellwood commits a
Default pursuant to Section 25.10 (b) (i). Termination shall be effective at
11:59 p.m. on the Termination Date specified in the Termination Notice,
subject to the provisions of Section 21.5 hereof; provided, however, that EDS
shall continue to perform its Disentanglement obligations hereunder until
they are fulfilled.

         12.4.    TERMINATION FOR FORCE MAJEURE EVENT

                  If a delay or interruption of performance by EDS resulting
from its experiencing a Force Majeure Event exceeds ten (10) days, despite
EDS' use of its best efforts (that shall not involve the payment of funds
that would not be commercially reasonable under the circumstances), Kellwood
may terminate as to any of the categories of Services (in whole or in part),
effective at 11:59 p.m. on the Termination Date, by delivering to EDS a
Termination Notice specifying the Termination Date; provided, however, that
EDS shall continue to perform its Disentanglement obligations in respect of
such terminated Services until such obligations are fulfilled. Except as
provided in this Section 12.4, no termination pursuant to this Section 12.4
shall require Kellwood to make any payments to

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EDS not otherwise required under Section 6 hereof. In the event Kellwood
terminates the Services pursuant to this Section, and EDS has performed its
material obligations (including its Disentanglement obligations), Kellwood
shall pay to EDS, on or before the sixtieth (60th) day after the
Termination Date, the amount in accordance with, the Early Termination
Fees in Schedule P.

         12.5.    TERMINATION FOR INSOLVENCY

                  In the event of a judicial declaration of the insolvency of
either Party; the general failure of either Party to pay its debts in the
normal course of business; the entrance of either Party into receivership or
any arrangement or composition with creditors generally; the filing of a
voluntary or involuntary petition that is not dismissed within sixty (60)
days for the bankruptcy, reorganization, dissolution, or winding-up of either
Party; a general assignment for the benefit of creditors of either Party; or
a seizure or a sale of a material part of either Party's property by or for
the benefit of any creditor or governmental agency, the other Party shall
have the right to terminate this Agreement, however, that EDS shall continue
to perform its Disentanglement obligations hereunder until they are
fulfilled.

         12.6.    TERMINATION FOR DISBARMENT

                  Kellwood shall have the right to terminate this Agreement
in the event of disbarment of EDS from performing services with respect to
all business with the federal government, however that EDS shall continue to
perform its Disentanglement obligations hereunder until they are fulfilled.

         12.7.    EFFECT OF ENDING OF TERM

                  The expiration or termination of the Term shall not
constitute a termination of this Agreement or any provision hereof that by
its nature shall continue in force and effect, including EDS' obligations
with respect to Disentanglement.

         12.8.    NO TERMINATION BY EDS

                  EDS may not, for any reason whatsoever except as provided
in Section 12.3 or 12.5, terminate the Term prior to its expiration,
terminate this Agreement, or otherwise repudiate this Agreement or refuse to
perform its obligations hereunder.

13.      DISENTANGLEMENT

         13.1.    GENERAL OBLIGATIONS

                  EDS shall accomplish a complete transition of the Services
being terminated from EDS and the Subcontractors to Kellwood, or to any
replacement provider designated by Kellwood, without any interruption of or
adverse impact on the Services or any other services provided by third
Parties (the "Disentanglement"). EDS shall cooperate with Kellwood and any
new service provider and otherwise promptly take all steps required to assist
Kellwood in effecting a complete Disentanglement. EDS shall provide all
information

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regarding the Services or as otherwise needed for Disentanglement,
including data conversion, interface specifications, and related
professional services. EDS shall provide for the prompt and orderly
conclusion of all work, as Kellwood may direct, including completion or
partial completion of projects, documentation of work in process, and other
measures to assure an orderly transition to Kellwood or Kellwood's
designee. All services related to Disentanglement shall be deemed a part of
the Services and shall be performed by EDS at no additional cost to
Kellwood beyond what Kellwood would pay for the Services absent the
performance of the Disentanglement services. EDS' obligation to provide the
Services shall not cease until EDS' obligations in Section 13 have been
completed to Kellwood's satisfaction, including the performance by EDS of
all asset-transfers.

         13.2.    DISENTANGLEMENT PROCESS

                  The Disentanglement process shall begin on any of the
following dates: (i) the date designated by Kellwood not earlier than one
hundred eighty (180) days prior to the end of any initial or extended term
that Kellwood has not elected to extend pursuant to Section 12.1; (ii) the
date any Termination Notice is delivered, if Kellwood elects to terminate any
or all of the Services pursuant to Sections 12.2, 12.3, 12.4, 12.5 or 12.6;
or (iii) the date any Termination Notice is delivered , if EDS elects to
terminate the Services pursuant to Sections 12.3 or 12.5. Subject to Section
12.1.2, EDS' obligation to perform Services, and Kellwood's obligation to pay
for Services, shall expire: (A) at the end of the initial or extended term
set forth in Section 12.1; or (B) on the Termination Date, pursuant to
Sections 12.2, 12.3, 12.4, 12.5, or 12.6 (with the applicable date on which
EDS' obligation to perform the Services expires being referred to herein as
the "Expiration Date"); provided, however, that EDS shall remain obligated to
provide Disentanglement services for up to nine (9) months or as mutually
agreed upon after any such Expiration Date, at rates that are the lower of:
(1) the applicable rates set forth in Schedule H for the applicable Services;
or (2) rates mutually agreed upon by both parties in writing. EDS and
Kellwood shall discuss in good faith a plan for determining the nature and
extent of EDS' Disentanglement obligations and for the transfer of Services
in process provided, however, that EDS' obligation under this Agreement to
provide all Services necessary for Disentanglement shall not be lessened in
any respect. EDS shall perform its Disentanglement obligations on an
expedited basis if Kellwood terminates the Term pursuant to Sections 12.3,
12.4, 12.5 or 12.6.

         13.3.    SPECIFIC OBLIGATIONS

                  The Disentanglement shall include the performance of the
following specific obligations:

                  13.3.1.  FULL COOPERATION AND INFORMATION

                  Upon Disentanglement, the Parties shall cooperate fully
with one another to facilitate a smooth transition of the Services being
terminated from EDS to Kellwood or Kellwood's designated replacement
provider. Such cooperation shall include the provision (both before and after
the cessation of EDS' providing all or any part of the Services under this
Agreement) by EDS to Kellwood of full, complete, detailed, and sufficient
information

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(including information then being utilized by EDS) to enable Kellwood's
personnel (or that of third Parties) to fully assume and continue without
interruption the provision of the Services.

                  13.3.2.  NO INTERRUPTION OR ADVERSE IMPACT

                  EDS shall cooperate with Kellwood and all of Kellwood's
other service providers to provide a smooth transition at the time of
Disentanglement and will use commercially reasonable efforts to maintain the
MASLs and reasonably provide for no interruption of Services, no adverse
impact on the provision of Services or Kellwood's activities, no interruption
of any services provided by third Parties, and no adverse impact on the
provision of services provided by third Parties within EDS' control.

                  13.3.3.  THIRD-PARTY AUTHORIZATIONS

                  Without limiting the obligations of EDS pursuant to Section
10.2, EDS shall, subject to the terms of any third-party contracts, procure
at no charge to Kellwood any third-party authorizations necessary to grant
Kellwood the use and benefit of any third-party contracts between EDS and
third-party contractors used to provide the Services, pending their
assignment to Kellwood pursuant to Section 13.3.6.

                  13.3.4.  LICENSES TO PROPRIETARY SOFTWARE

                  EDS shall provide a nonexclusive, nontransferable,
fully-paid, perpetual, irrevocable, royalty-free worldwide license to
Kellwood (or other service provider, as the case may be), at no charge to
Kellwood, to use, copy, and modify, all EDS Underlying Works and EDS
Derivatives that would be needed in order to allow Kellwood to continue to
perform for itself, or obtain from other providers, the Services as the same
might exist at the time of Disentanglement. EDS shall also provide Kellwood
with a copy of each such program, in such media as requested by Kellwood,
together with object code, source code, and appropriate documentation. To the
extent that EDS offers this service to its other commercial customers, EDS
shall offer to Kellwood the right to receive maintenance (including all
enhancements and upgrades) and support with respect to such EDS Underlying
Works and EDS Derivatives for so long as Kellwood requires, at the rates EDS
is offering to other major customers for services of a similar nature and
scope.

                  13.3.5.  TRANSFER OF ASSETS

                  EDS shall convey to Kellwood, from among those assets then
held by EDS for the provision of Services to Kellwood, other than those
assets expressly identified by the Parties from time to time as Shared
Resources, such assets as Kellwood may select, at a price which is the
lesser of the [confidential treatment requested] or [confidential treatment
requested] if such transfer occurs greater than thirty (30) months past the
Contract Signing Date or at the lesser of [confidential treatment
requested] or the [confidential treatment requested] and [confidential
treatment requested] if such transfer occurs less than or equal to thirty
(30) months past the Contract Signing Date. Such assets will be provided on
an "AS

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IS, WHERE IS" basis. EDS shall promptly remove from Kellwood's
premises any EDS assets that Kellwood, or its designee, chooses not to
purchase.

                  13.3.6.  TRANSFER OF LEASES, LICENSES, AND CONTRACTS

                  EDS, at its expense, shall convey or assign to Kellwood or
its designee such leases, licenses, and other contracts used by EDS,
Kellwood, or any other Person in connection with the Services, as Kellwood
may select; provided, however, EDS shall convey or assign to Kellwood or its
designee, as Kellwood shall determine, and Kellwood or its designee shall
assume the leases, licenses, and other contracts utilized by EDS in
connection with the Services. EDS' obligation under this Section 13.3.6 shall
include EDS' performance of all obligations under such leases, licenses, and
other contracts to be performed by it with respect to periods prior to the
date of conveyance or assignment and EDS shall reimburse Kellwood for any
Losses resulting from any claim that EDS did not perform any such
obligations.

                  13.3.7.  DELIVERY OF KELLWOOD CONFIDENTIAL INFORMATION

                  EDS shall deliver to Kellwood or its designee, at
Kellwood's request, all Kellwood Confidential Information and data , held by
EDS, and EDS shall destroy all copies thereof not turned over to Kellwood,
all at no charge to Kellwood. Notwithstanding the foregoing, EDS may retain
one (1) copy of the documentation and data, excluding Kellwood Data, for
archival purposes or warranty support.

                  13.3.8.  HIRING OF EMPLOYEES

                  EDS shall cooperate and not interfere with Kellwood in
offering employment, at the sole discretion of Kellwood, to any or all
Transitionable Employees (as defined in the 1996 Contract) with EDS that are
substantially involved in the provision of Services whether such offers are
made at the time of, after, or in anticipation of expiration or termination
of the Term.

                  Additionally, EDS shall cooperate in good faith with
Kellwood in offering employment, at the sole discretion of Kellwood, to any
or all EDS employees that are not Transitionable Employees that are
substantially involved in the provision of Services whether such offers are
made at the time of, after, or in anticipation of expiration or termination
of the Term under the condition Kellwood follows the outlined steps: (1)
Kellwood notifies EDS in advance in writing of the EDS employees Kellwood is
interested in offering employment, (2) EDS has the opportunity, prior to
Kellwood meeting with any employee to discuss employment opportunities with
Kellwood, to meet with each individual to discuss potential opportunities
within EDS, the potential opportunities at Kellwood (based upon a mutually
agreed upon script) and the employees interest or lack thereof in speaking
with Kellwood regarding employment, (3) EDS and Kellwood jointly meet with
any EDS employee who, in step 2, expressed a lack of interest in employment
with Kellwood to jointly verify such lack of interest. If the EDS employee
expresses a desire to not continue discussions with Kellwood in this meeting,
Kellwood will not meet with this individual again to discuss

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employment with Kellwood unless the employee changes their mind and
communicates such change to EDS, (4) Relative to each EDS employee that
expresses an interest in employment with Kellwood as a result of step 2 or
3, Kellwood shall be allowed to meet with the employee as often as required
without interference from EDS to further discuss employment opportunities
with Kellwood.

                  EDS shall be solely responsible for, and shall pay, all
severance and related payments, if any are payable pursuant to EDS' standard
policies, to any such employees of EDS hired by Kellwood or its designee.

         13.4.    PREPARATION FOR DISENTANGLEMENT

                  13.4.1.  COMPLETE DOCUMENTATION

                  EDS shall provide to Kellwood complete information,
including complete documentation, as required to be provided pursuant
Schedule S, in accordance with the standards and methodologies to be
implemented by EDS, for all software (including applications developed as
part of the Services) and hardware, that is sufficient to enable Kellwood, or
another service provider, to fully assume the provision of the Services to
Kellwood. EDS shall provide such documentation for all upgrades to or
replacements of software or hardware, concurrently with the installation
thereof.

                  13.4.2.  MAINTENANCE OF ASSETS

                  EDS shall maintain all of the hardware, software, systems,
networks, technologies, and other assets utilized in providing Services to
Kellwood (including leased and licensed assets) in good condition, reasonable
wear and tear excepted, and in such locations and configurations as to be
readily identifiable and transferable back to Kellwood or its designees in
accordance with the provisions of this Agreement; in addition, EDS shall
insure such assets in accordance with the requirements of Section 15.

                  13.4.3.  ADVANCE WRITTEN CONSENTS

                  EDS shall obtain, in accordance with Section 10.2 hereof,
advance written consents from all licensors and lessors to the conveyance or
assignment of licenses and leases to Kellwood or its designee upon
Disentanglement. EDS shall also obtain for Kellwood the right, upon
Disentanglement, to obtain maintenance (including all enhancements and
upgrades) and support with respect to the assets that are the subject of such
leases and licenses at the price at which, and for so long as, such
maintenance and support is made commercially available to other customers of
such third Parties whose consent is being procured hereunder.

                  13.4.4.  ALL NECESSARY COOPERATION AND ACTIONS

                  EDS shall provide cooperation, take such additional
actions, and perform such additional tasks, as may be necessary to provide
for a timely Disentanglement in compliance

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with the provisions of this Section 13, including performance, on or before
the Expiration Date, of EDS' obligations under this Section.

14.      REMEDIES; LIMITATIONS OF LIABILITY

         14.1.    REMEDIES CUMULATIVE

                  Except as otherwise expressly limited in Section 14.3,
below, or elsewhere in this Agreement, the remedies provided in this Section
and elsewhere in this Agreement are neither exclusive nor mutually exclusive,
and the Parties shall be entitled to resort to any and all such remedies, and
any other remedy or remedies available at law or in equity, by statute or
otherwise, individually or in any combination thereof. No delay in exercising
or failure to exercise any right or remedy shall operate as a waiver thereof
except where specifically provided herein.

         14.2.    ATTORNEYS' FEES

                  The prevailing Party shall be entitled to recover from the
non-prevailing Party reasonable attorneys' fees and costs in connection with
any legal proceedings related to this Agreement.

         14.3.    LIMITATION OF LIABILITY AND DISCLAIMERS

                  Subject to the express provisions and limitations of this
Section 14.3, the Parties intend that each Party shall be liable to the other
Party for all damages incurred as a result of the breaching Party's failure
to perform its obligations.

(a)      EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, THE AGGREGATE
CUMULATIVE MONETARY LIABILITY OF KELLWOOD HEREUNDER FOR ALL DAMAGES ARISING
UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g.,
CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE
LIMITED TO $[CONFIDENTIAL TREATMENT REQUESTED]. THE FOREGOING LIMITATIONS
UPON KELLWOOD'S LIABILITY SHALL NOT APPLY TO: (i) LOSSES SUBJECT TO
INDEMNIFICATION BY KELLWOOD PURSUANT TO SECTION 20.2.1 (TECHNOLOGY) OR
20.2.4 (INJURY, PROPERTY OR OTHER DAMAGE); (ii) LOSSES ARISING FROM
KELLWOOD'S REPUDIATION OF THIS AGREEMENT; (iii) LOSSES ARISING OUT OF THE
WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF KELLWOOD; OR (iv) KELLWOOD'S
NONPERFORMANCE OF ITS PAYMENT OBLIGATIONS TO EDS EXPRESSLY SET FORTH IN
THIS AGREEMENT (INCLUDING, KELLWOOD'S OBLIGATION TO MAKE PAYMENTS, SUBJECT
TO SECTIONS 6.11 AND 21, TO EDS DURING THE ORIGINAL TERM OF THIS AGREEMENT
AS REQUIRED HEREBY, WHETHER IN THE FORM OF CHARGES FOR SERVICES PERFORMED
HEREUNDER OR FOR PAYMENT OR REIMBURSEMENT OF TAXES OR PASS-THROUGH
EXPENSES.

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(b)      EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 14.3, THE
AGGREGATE CUMULATIVE MONETARY LIABILITY OF EDS HEREUNDER FOR ALL DAMAGES
ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g.,
CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE
LIMITED TO $[CONFIDENTIAL TREATMENT REQUESTED]. THE FOREGOING LIMITATION UPON
THE TYPES AND AMOUNTS OF EDS' LIABILITY SHALL NOT APPLY TO: (A) LOSSES
SUBJECT TO INDEMNIFICATION BY EDS PURSUANT TO SECTION 20.1.1 (TECHNOLOGY) OR
20.1.2 (INJURY, PROPERTY OR OTHER DAMAGE); ; (B) "WILLFUL ABANDONMENT OF ALL
OR SUBSTANTIALLY ALL OF EDS' OBLIGATIONS UNDER THIS AGREEMENT, PROVIDED THAT
EDS' GOOD FAITH EXERCISE OF ITS RIGHTS UNDER SECTION 12.3.2 SHALL NOT BE
CONSIDERED "WILLFUL ABANDONMENT" EVEN IF IT IS LATER DETERMINED THAT EDS'
EXERCISE OF SUCH RIGHT WAS WRONGFUL."; AND (C) LOSSES ARISING OUT OF THE
WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF EDS.

(c)      EACH PARTY ACKNOWLEDGES AND AGREES THAT THE TYPES OF DAMAGES THAT
THE OTHER PARTY MAY RECOVER FROM THE PARTY SHALL INCLUDE ALL ADDITIONAL
COSTS AND EXPENSES PAID OR INCURRED BY THE OTHER PARTY AND PROVEN TO BE THE
DIRECT RESULT OF ANY FAILURE BY THE PARTY TO PERFORM ITS OBLIGATIONS
HEREUNDER.

(d)      EXCEPT TO THE EXTENT ANY OF THE LOSSES DESCRIBED IN CLAUSES
(i) - (iv) OF SUBSECTION (a), CLAUSES (A), (B), AND (C) OF SUBSECTION (b)
OR SUBSECTION (c) MAY BE DEEMED TO BE SUCH DAMAGES, NEITHER PARTY SHALL BE
LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM IN
WHICH ANY ACTION IS BROUGHT. NEITHER PARTY SHALL BE LIABLE FOR EXEMPLARY OR
PUNITIVE DAMAGES REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT.

         14.4.    FORCE MAJEURE EVENTS

                  If a Force Majeure Event is the material contributing cause
of a Party's failure to perform any of its obligations hereunder, such
obligations, after notification by such Party to the other Party, shall be
deemed suspended to the extent such obligations are directly affected by such
Force Majeure Event, until the Force Majeure Event has ended and a reasonable
period of time for overcoming the effects thereof has passed; provided,
however, that if a Force Majeure Event results in EDS being unable to perform
during any period any or all of the Services in accordance with the terms
hereof, Kellwood shall: (i) not be required to pay for any such Services that
EDS is unable to perform; (ii) be entitled, without the payment of the fees
described in Section 12.2, to engage an alternate provider, on an interim
basis, to perform the Services that EDS is unable to perform as a result of
such Force Majeure Event; (iii) be entitled to a share of EDS' resources
devoted to returning EDS to full performance of all Services hereunder, that
is equal to or greater than the share of such resources that EDS allocates to
other of its customers with whom it has agreements that are

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similar to this Agreement; and (iv) have the right to terminate this
Agreement in accordance with the terms of Section 12.4 hereof. Both Parties
shall use their best efforts to minimize delays that occur due to a Force
Majeure Event. Notwithstanding the above, EDS shall in no event be excused
from those obligations not directly affected by a Force Majeure Event
(including disaster recovery services), and if the Force Majeure Event is
caused by EDS' failure to comply with any of its obligations under this
Agreement or by EDS' negligence or omission, there shall be no relief from
any of its obligations under this Agreement.

15.      INSURANCE

         EDS shall provide and maintain, during the Term and for such other
period as may be required herein, at its sole expense, insurance in the
amounts and form described below. The fact that EDS has obtained the
insurance required in this Section 15 shall in no manner lessen, increase or
otherwise effect EDS' other obligations or liabilities set forth in this
Agreement, including its obligations to defend, indemnify, and hold Kellwood
Indemnitees harmless in accordance with Section 20 hereof.

         15.1.    REQUIRED GENERAL LIABILITY INSURANCE COVERAGE

                  EDS shall procure Commercial General Liability Insurance
in the amounts and form set forth below:

                  15.1.1.  COMMERCIAL GENERAL LIABILITY INSURANCE

                           A policy of Commercial General Liability
Insurance that provides limits of not less than:

                           (i)   Per Occurrence: $[confidential treatment
                                 requested]

                           (ii)  Products/Completed Operations:
                                 $[confidential treatment requested]

                           (iii) Personal and Advertising Injury:
                                 $[confidential treatment requested]

                            Any deductible or self-insured retention shall
be the responsibility of EDS. Required General Liability Policy Coverage.

                  Any general liability policy provided by EDS hereunder
shall include the following coverage: (i) Premises and Operations; (ii)
Products/Completed Operations; (iii) Contractual Liability; (iv) Personal
Injury and Advertising Injury Liability; (v) Independent EDS' Liability; and
(vi) Severability of Interest Clause.

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                  15.1.2.  ADDITIONAL INSUREDS

                  Any general or business automobile liability policy
provided by EDS hereunder shall name: Kellwood; and the officers, agents and
employees of Kellwood, individually and collectively, as additional insureds.

                  15.1.3.  PRIMARY INSURANCE ENDORSEMENT

                  The coverage afforded to EDS and Kellwood under any general
or business automobile liability policy described herein shall apply as
primary insurance, and any other insurance maintained by Kellwood, or its
officers, agents, employees, and volunteers, or any Kellwood self-funded
program, shall be excess only and not contributing with such coverage.

                  15.1.4.  FORM OF GENERAL LIABILITY INSURANCE POLICIES

                  All general liability policies shall be written to apply to
bodily injury, including death, property damage, personal injury, and other
covered loss, occurring during the policy term, and shall insure the
performance by EDS of its obligations under Section 20.1.2, below.

         15.2.    BUSINESS AUTOMOBILE LIABILITY INSURANCE

                  EDS shall procure Business Automobile Liability Insurance
written for bodily injury and property damage occurring during the policy
term, in the amount of not less than $[confidential treatment requested],
combined single limit per accident, applicable to all owned, non-owned, and
hired vehicles.

         15.3.    STATUTORY WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
                  INSURANCE

                  EDS shall maintain a policy of Workers' Compensation
coverage in the statutory amount, and Employers' Liability coverage for not
less than $[confidential treatment requested] each accident; $[confidential
treatment requested] each employee for disease; $[confidential treatment
requested] policy limit for disease per occurrence for all employees of EDS
engaged in the performance of Services or operations under this Agreement.

         15.4.    PROFESSIONAL ERRORS AND OMISSIONS LIABILITY
                  INSURANCE/ELECTRONIC ERRORS AND OMISSIONS

                  EDS shall obtain professional errors and omissions
liability insurance in an amount of not less than $[confidential treatment
requested] per claim, with an aggregate limit of not less than $[confidential
treatment requested], providing coverage for wrongful acts in the rendering
of, or failure to render, professional services. As of the Signing Date, the
coverage will not contain specific, express exclusions for design errors,
destruction of data (other than casualty exclusions) or failure to design an
adequate system arising out of EDS' wrongful acts in the rendering of, or
failure to render, professional services to Kellwood. EDS will make
commercially reasonable efforts to provide that such specific, express

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exclusions will not be contained in the insurance during the Term of this
Agreement. Any deductible or self-insured retention shall be the
responsibility of EDS. This coverage shall be maintained for a minimum of two
(2) years following termination or completion of EDS' performance of its
obligations under this Agreement.

         15.5.    EMPLOYEE DISHONESTY AND COMPUTER FRAUD

                  EDS shall maintain employee dishonesty coverage, in an
amount not less than $[confidential treatment requested] per occurrence. Such
insurance shall cover all of EDS' employees. Coverage shall include a loss
payee endorsement to Kellwood. However, should any covered losses involve the
dishonest acts of the employees of both EDS and Kellwood, then any claim
amounts otherwise payable to Kellwood hereunder shall be reduced by
[confidential treatment requested]%. Any deductible or self-insured retention
shall be the responsibility of EDS.

         15.6.    PROPERTY INSURANCE

                  EDS shall provide insurance on all property owned by EDS
and provided under this Agreement. Such policy shall provide "all risk"
perils, including flood and earthquake, and shall be written on a basis of
one hundred percent (100%) replacement value of the property. Coverage shall
include real and business personal property, tenant improvements, business
interruption, property of others, in the care, custody, and control of the
insured, and transit. EDS shall be responsible for any deductible or
self-insured retention.

         15.7.    GENERAL PROVISIONS

                  15.7.1.  EVIDENCE OF INSURANCE

                  EDS shall, as soon as practicable following the placement
of insurance required hereunder, but in no event later than thirty (30) days
after the Contract Signing Date, deliver to Kellwood certificates of
insurance evidencing the same, evidencing that EDS has obtained such
coverage. Thereafter, copies of certificates shall be delivered to Kellwood
within thirty (30) days after the expiration thereof. The provisions of such
policies shall constitute EDS Confidential Information; provided, however,
such information may be disclosed by Kellwood to the extent necessary to
enforce the terms of this Agreement.

                  15.7.2.  "CLAIMS-MADE COVERAGE"

                  If coverage is written on a "claims-made" basis, the
Certificate of Insurance shall clearly so state. In addition to the coverage
requirements specified above, and so long as the coverage is commercially
available and reasonably priced, EDS will provide that:

                                  (i)    The policy's retroactive date shall
                             coincide with or precede EDS' commencement of
                             the performance of Services (including
                             subsequent policies purchased as renewals or
                             replacements);

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                                  (ii)   Similar insurance is maintained
                             during the required extended period of
                             coverage following expiration of the Agreement;

                                  (iii)  If insurance is terminated for
                             any reason, EDS shall purchase a replacement
                             claims-made policy with the same or an
                             earlier retroactive date or shall purchase an
                             extended reporting provision to report claims
                             arising in connection with this Agreement
                             for a minimum of two (2) years following
                             termination or completion of the Services; and

                                  (iv)   All claims-made policies shall allow
                             the reporting of circumstances or incidents
                             that might give rise to future claims is
                             permissible.

                  15.7.3.  NOTICE OF CANCELLATION OR CHANGE OF COVERAGE

                  All certificates of insurance provided by EDS must evidence
that the insurance provider will give Kellwood thirty (30) days' written
notice, except ten (10) days in the case of non-payment of premium, in
advance of any cancellation, lapse, reduction, or other adverse change in
respect of such insurance.

16.      INVOICES AND REPORTS

         16.1.    INVOICES

                  16.1.1.  GENERAL

                  All invoices submitted by EDS must meet with the approval
of Kellwood prior to payment. EDS shall not submit invoices until the last
day of each month where services were delivered, or as may be otherwise
specified in this Agreement. Invoices must reference this Agreement and
provide detailed information as requested by Kellwood in accordance with
Schedules A through F. Invoices shall be accompanied by information and data
that support the invoiced Fees. Unless otherwise provided , invoices are
payable within [confidential treatment requested] of invoice correct as to
the form agreed by the Parties. Kellwood may dispute any invoice in
accordance with the provisions of this Agreement. Any undisputed amount not
paid when due will bear interest until paid at the lessor of (a) the maximum
rate of interest allowed by applicable law or (b) a rate of interest equal to
the following:

                  o   Upon the first occurrence of late payment, the interest
                      rate shall [confidential treatment requested]
                      established from time to time by Citibank of New York,
                      "Prime"

                  o   Upon the second separate occurrence of late payment,
                      the interest rate shall equal [confidential treatment
                      requested]

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                  o   Upon the third and subsequent separate occurrences
                      of late payment, the interest rate shall equal
                      [confidential treatment requested]

                  16.1.2.  FEE-REDUCTIONS

Any Fee-Reductions in accordance with Section 6.8 of this Agreement may be
applied against EDS' invoices with appropriate information attached.

                  16.1.3.  OTHER SERVICES

                  Invoicing with respect to Other Services that are
out-of-scope of this Agreement shall be consistent with the requirements for
such Other Services approved in accordance with Section 6.6.

                  16.1.4.  INITIATIVES

                  Invoicing with respect to Initiatives will be consistent
with the requirements approved for each Initiative.

         16.2.    REPORTS

                  16.2.1.  GENERAL

                  EDS shall furnish Kellwood with reports that Kellwood may
reasonably request from time to time. EDS' reports shall also include
information regarding: EDS' performance of the Services; cost-management;
Subcontractor relationships; End-User satisfaction; and human resources. EDS
shall promptly (but not later than two (2) days after gaining knowledge
thereof) inform Kellwood of any deficiencies, omissions, or irregularities in
Kellwood's requirements or in EDS' performance of the Services that come to
EDS' attention. EDS shall furnish Kellwood with existing and future research
and development resources, such as published materials, and industry studies
conducted for or by EDS, that come to its attention and pertain to the
Services and that might assist Kellwood in setting its IT policies or
requirements. The EDS Contract Manager shall also advise Kellwood of all
other matters of a material nature, that he or she believes would be helpful
to Kellwood in setting or revising its IT policies or requirements.

                  16.2.2.  MEDIA

                  EDS shall furnish Kellwood with all reports in both hard
copy and electronic form per Kellwood's specifications as in effect on the
Contract Signing Date and as reasonably requested by Kellwood from time to
time thereafter.

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17.      RECORDKEEPING AND AUDIT RIGHTS

         17.1.    RECORDKEEPING

                  EDS shall maintain complete and accurate records and books
of account with respect to this Agreement utilizing generally accepted
accounting principles ("GAAP"), consistently applied and complying in all
respects with all applicable State or federal laws or regulations. Such
records and books, and the accounting controls related thereto, shall be
considered EDS Confidential Information and shall be sufficient to provide
reasonable assurance that:

(a)      transactions are recorded so as to permit the preparation of EDS'
financial statements in accordance with GAAP and to maintain accountability
for its assets; and

(b)      the recorded accountability for assets is compared with the existing
assets at reasonable intervals and appropriate action is taken with respect
to any differences.

                  Such records and books of account of EDS' business shall be
maintained by EDS at its principal business offices and Kellwood may examine
and make extracts of information and copy any part thereof at any reasonable
time during normal business hours in accordance with Section 6.2 or 17.2. EDS
shall retain and maintain accurate records and documents relating to
performance of Services under this Agreement until the latest of: (i)
[confidential treatment requested] after the final payment by Kellwood to EDS
hereunder; (ii) [confidential treatment requested] following the final
resolution of all audits or the conclusion of any litigation with respect to
this Agreement; or (iii) such longer time period as may be required by
applicable law or regulation.

         17.2.    OPERATIONAL AUDIT RIGHTS

                  Kellwood, or its authorized representatives that are not
competitors of EDS or its Subcontractors in the IT markets with respect to
the provision of services similar to the Services, shall have the right, at
any time and with reasonable written advance notice, to perform an
operational or security audit at each operational location on an annual
basis, unless otherwise mutually agreed upon, with respect to EDS'
performance hereunder. EDS shall grant Kellwood and its representatives full
and complete access to EDS' books and records, excluding profit information,
personnel records, cost information (other than information to support cost
plus billings) and EDS internal audit reports, and other documents of EDS and
its Subcontractors, as they relate to this Agreement, or as they may be
required in order for Kellwood to ascertain any facts relative to EDS'
performance hereunder. EDS shall provide Kellwood, or its authorized
representatives, such information and assistance as requested in order to
perform such audits; provided, however, that the Parties shall endeavor to
arrange such assistance in such a way that it does not interfere with the
performance of EDS' duties and obligations hereunder. If any audit reveals a
material inadequacy or deficiency in EDS' performance, the cost of such audit
shall be borne by EDS, and Kellwood has the option, at its own discretion, to
perform a follow-up audit at the same location within six (6) months. At
Kellwood's request, EDS shall provide Kellwood with

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copies of all documents, data, or information in the possession or control
of EDS that pertain to the Services, the accuracy of EDS' invoices, or any
pricing adjustments. EDS shall provide such documents, data, or information
on such media as Kellwood might request, including hard copy, optical or
magnetic disk, or tape. EDS shall incorporate this paragraph verbatim into
any Agreement into which it enters with any Subcontractor providing Services
under this Agreement. Following an audit, Kellwood will conduct an exit
conference with EDS to discuss issues identified in the audit that pertain
to EDS, and Kellwood will give EDS a copy of any portion of the audit report
pertaining to EDS. The Parties will review each EDS audit issue and will
determine (i) what, if any, actions will be taken in response to such audit
issues, when and by whom and (ii) which Party will be responsible for the
cost, if any, of taking the actions necessary to resolve such issues.

18.      LEGAL COMPLIANCE

         18.1.    COMPLIANCE WITH ALL LAWS AND REGULATIONS

                  Both EDS and Kellwood shall at all times perform their
obligations hereunder in compliance with all applicable federal, State, and
local laws and regulations of all applicable jurisdictions, and in such a
manner as not to cause the other to be in violation of any applicable laws or
regulations, including any applicable requirements of any federal, State, or
local authority. Additionally, EDS shall comply with all applicable Kellwood
policies and rules (see Schedule K). No provision of this Agreement,
including any Work Order, shall have any force or effect if it would cause a
violation of any federal or State law, ordinance, statute, rule, regulation,
or order, or would require any consent or approval to prevent any such
violation.

         18.2.    EDS PERMITS AND LICENSE

                  EDS shall obtain and maintain, and shall cause its
Subcontractors to obtain and maintain, at no cost to Kellwood, all approvals,
permissions, permits, licenses, and other forms of documentation required in
order to comply with all existing foreign or domestic statutes, ordinances,
and regulations, or other laws, that may be applicable to performance of
Services hereunder. Kellwood reserves the right to reasonably request and
review all such permits and licenses prior to the commencement of any
Services hereunder. If requested, Kellwood shall cooperate with EDS, at EDS'
cost and expense, to obtain any such approvals, permits, and licenses.

         18.3.    HAZARDOUS MATERIALS

                  EDS shall be responsible for EDS' compliance with all
Environmental Laws and all other laws, rules, regulations, and requirements
regarding Hazardous Materials, health and safety, notices, and training. EDS
agrees that it will not store any Hazardous Materials at any Kellwood
Facility for periods in excess of the applicable site storage limitations
imposed by Environmental Law. EDS agrees to take, at its expense, all actions
necessary to protect third Parties, including, without limitation, employees
and agents of Kellwood, from any exposure to Hazardous Materials generated or
utilized in its performance under this

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Agreement. EDS agrees to report to the appropriate governmental agencies all
discharges, releases, and spills of Hazardous Materials by EDS that are
required to be reported by any Environmental Law and to immediately notify
Kellwood of same. EDS shall not be liable to Kellwood for Kellwood's failure
to comply with, or violation of, any Environmental Law.




19.      REPRESENTATIONS AND WARRANTIES

         19.1.    EDS REPRESENTATIONS, WARRANTIES, AND RELATED COVENANTS

                  19.1.1.  PERFORMANCE OF THE SERVICES

                  EDS agrees that it is capable in all respects of providing
and shall provide all Services in accordance with this Agreement. EDS further
agrees that: (i) all Services provided under this Agreement shall be provided
in a timely, professional, and workmanlike manner consistent with
commercially reasonable standards of quality and integrity and shall meet the
performance standards required under this Agreement; and (ii) no amendment to
this Agreement or additional cost or expense shall be required by EDS during
the Term in order for it to be able to perform the Services in accordance
with the MASLs.

                  19.1.2.  CONFLICT OF INTEREST

                           EDS agrees that:

(a)      No Financial Interest

                  Neither EDS or any of its Affiliates, nor any employee of
either associated with the delivery of Kellwood Services, has, shall have, or
shall acquire, any contractual, financial, business, or other interest,
direct or indirect, that would conflict in any manner or degree with EDS'
performance of its duties and responsibilities to Kellwood under this
Agreement or otherwise create an appearance of impropriety with respect to
the award or performance of this Agreement; and EDS shall use commercially
reasonable efforts to inform Kellwood of any such interest that may be
incompatible with the interests of Kellwood;

(b)      No Abuse of Authority for Financial Gain

                  Neither EDS or any of its Affiliates, nor any employee of
either associated with the delivery of Kellwood Services, has used or shall
use the authority provided or to be provided under this Agreement to obtain
financial gain for EDS, or any such Affiliate or employee, or a member of the
immediate family of any such employee;

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(c)      No Use of Information for Financial Gain

                  Neither EDS or any of its Affiliates, nor any employee of
either associated with the delivery of Kellwood Services, has used or shall
use any Kellwood Confidential Information acquired in the award or
performance of the Agreement to obtain financial gain for EDS, or any such
Affiliate or employee, or a member of the immediate family of any such
employee;

(d)      Independent Judgment

                  Neither EDS or any of its Affiliates, nor any employee of
either associated with the delivery of Kellwood Services, has accepted or
shall accept another Kellwood contract that would impair the independent
judgment of EDS in the performance of this Agreement;

(e)      No Influence

                  Neither EDS or any of its Affiliates, nor any employee of
either associated with the delivery of Kellwood Services, has accepted or
shall accept anything of value based on an understanding that the actions of
EDS or any such Affiliate or employee on behalf of Kellwood would be
influenced; and EDS shall not attempt to influence any Kellwood employee by
the direct or indirect offer of anything of value;

(f)      No Payment Tied to Award

                  Neither EDS or any of its Affiliates, nor any employee of
either associated with the delivery of Kellwood Services, has paid or agreed
to pay any Person, other than bona fide employees working solely for EDS or
such Affiliate or its Subcontractors, any fee, commission, percentage,
brokerage fee, gift, or any other consideration, contingent upon or resulting
from the award or making of this Agreement; and

(g)      Independent Prices

                  The prices presented to Kellwood were arrived at
independently, without consultation, communication, or agreement with any
other proposer for the purpose of restricting competition; the prices quoted
were not knowingly disclosed by EDS to any other proposer; and no attempt was
made by EDS to induce any other Person to submit or not to submit a proposal
for the purpose of restricting competition.

                  19.1.3.  FINANCIAL CONDITION AND INFORMATION

(a)      Financial Condition

                  EDS agrees that it has, and shall maintain throughout the
Term, a financial condition commensurate with the requirements of this
Agreement. If, during the Term, EDS experiences a change in its financial
condition that may adversely affect its ability to perform under this
Agreement, then it shall immediately notify Kellwood of such change.

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(b)      Accuracy of Information

                  EDS represents that all financial statements, reports, and
other information furnished by EDS to Kellwood in connection with the award
of this Agreement fairly and accurately represent the business, properties,
financial condition, and results of operations of EDS as of the respective
dates, or for the respective periods, covered by such financial statements,
reports, or other information. Since the respective dates or periods covered
by such financial statements, reports, or other information, there has been
no material adverse change in the business, properties, financial condition,
or results of operations of EDS.

                  19.1.4.  LITIGATION AND SERVICE OF PROCESS

                  EDS represents that there is no pending or anticipated
civil or criminal litigation in any judicial forum that involves EDS or any
of its Affiliates or Subcontractors that may adversely affect EDS' ability to
perform its obligations under this Agreement. EDS shall notify Kellwood,
within a commercially reasonable timeframe of EDS' knowledge of its
occurrence, of any such pending or anticipated civil or criminal litigation.
EDS shall notify Kellwood, within forty-eight (48) hours in the event process
is served on EDS in connection with this Agreement, including any subpoena of
EDS' records, and shall send a written notice of the service together with a
copy of the same to Kellwood within seventy-two (72) hours of such service.

                  19.1.5.  PROPRIETARY RIGHTS INFRINGEMENT

                  Each Party represents that at no time during the Term shall
the use of any services, techniques, or products provided or used and made
available by the other Party infringe upon any third party's patent,
trademark, copyright, or other intellectual-property right, nor make use of
any misappropriated trade secrets.

                  19.1.6.  LEGAL AND CORPORATE AUTHORITY

                  EDS represents that: (i) EDS Corporation is a Delaware
corporation and EIS is a Delaware L.L.C., and each is qualified and
registered to transact business in all locations where the performance of its
obligations hereunder would require such qualification; (ii) it has all
necessary rights, powers, and authority to enter into and perform this
Agreement, and the execution, delivery, and performance of this Agreement by
EDS have been duly authorized by all necessary corporate action; (iii) the
execution and performance of this Agreement by EDS shall not violate any law,
statute, or regulation and shall not breach any agreement, covenant, court
order, judgment, or decree to which EDS is a party or by which it is bound;
(iv) it has, and shall maintain in effect, all governmental licenses and
permits necessary for it to provide the Services contemplated by this
Agreement; and (v) it owns or leases and shall own or lease, free and clear
of all liens and encumbrances, other than lessors' interests, or security
interests of EDS' lenders, all right, title, and interest in and to the
tangible property and technology and the like that EDS intends to use or uses
to provide such Services and in and to the related patent, copyright,
trademark, and other proprietary rights, or has received appropriate
licenses, leases, or other rights from third Parties to permit such use.

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                  19.1.7.  VIOLATIONS

                  Each Party agrees that it is not, and shall not be, in
violation of any laws, ordinances, statutes, rules, regulations, or orders of
governmental or regulatory authorities to which it is subject, and has not
failed, and shall not fail, to obtain any licenses, permits, franchises, or
other governmental authorizations necessary for the ownership of its
properties or the conduct of its business, which violation or failure, either
individually or in the aggregate, might adversely affect its business,
properties, or financial condition, the consummation of the transactions
contemplated by this Agreement, or the performance of its obligations
hereunder.

                  19.1.8.  INFORMATION FURNISHED TO KELLWOOD

                  EDS represents that all written information furnished to
Kellwood prior to the Contract Signing Date by or on behalf of EDS in
connection with this Agreement, is true, accurate, and complete, and contains
no untrue statement of a material fact or omits any material fact necessary
to make such information not misleading.

                  19.1.9.  PREVIOUS CONTRACTS

                  EDS represents that neither it, nor any of its Affiliates
or Subcontractors, is in default or breach of any other contract or agreement
related to information systems facilities, equipment, or services that it or
they may have with Kellwood. EDS further represents that neither it, nor any
of its Affiliates or Subcontractors, has been a party to any contract for
information system facilities, equipment, or services with Kellwood that was
finally terminated within the previous five (5) years for the reason that EDS
or such Person failed to perform or otherwise breached an obligation of such
contract.

         19.2.    KELLWOOD'S REPRESENTATIONS, WARRANTIES, AND COVENANTS

                  19.2.1.  LEGAL AUTHORITY

                  Kellwood represents that it has all necessary rights,
powers, and authority to enter into and perform this Agreement; that the
execution, delivery, and performance of this Agreement by EDS has been duly
authorized by Kellwood.

                  19.2.2.  DISCLAIMER

                  Kellwood does not make any representation or warranty,
express or implied, with respect to the Services or any component thereof, or
the skills, capabilities, or medical or other condition of any of Kellwood's
employees transitioned to EDS. All hardware, software, networks, and other
IT-related assets made available or conveyed by Kellwood to EDS under this
Agreement are made available or conveyed to EDS "AS IS, WHERE IS" and there
are no warranties of any kind with respect to the condition, capabilities, or
other attributes of such items, except as otherwise expressly stated in this
Agreement.

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                  19.2.3.  INFORMATION FURNISHED TO EDS

                  Subject to Section 19.4, Kellwood represents that all
written information furnished to EDS prior to the Contract Signing Date by or
on behalf of Kellwood in connection with this Agreement, is true, accurate,
and complete, and contains no untrue statement of a material fact or omits
any material fact necessary to make such information not misleading.

         19.3.    WARRANTY DISCLAIMER

                  EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO
EXPRESS WARRANTIES BY EITHER PARTY. THERE ARE NO IMPLIED WARRANTIES OR
CONDITIONS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, OR OTHERWISE ARISING FROM A COURSE OF DEALING OR
USAGE OF TRADE.

         19.4.    WAIVER

                  Having had reasonable access to pertinent Kellwood
information and Kellwood personnel, and a reasonable time within which to
perform due diligence investigation, and having taken into account the
possibility that the information it has received might possibly be incorrect
or incomplete, EDS hereby waives and releases any and all claims that it now
has or hereafter may have against Kellwood based upon the inaccuracy or
incompleteness of the information it has received from, or with regard to,
Kellwood. Further, EDS consents and agrees that it shall not seek any
judicial rescission, cancellation, termination, reformation, or modification
of this Agreement or any provision hereof, nor any adjustment in the fees to
be paid for the Services, based upon any such inaccuracy or incompleteness of
information except where such information was intentionally withheld or
intentionally misrepresented.

20.      INDEMNIFICATION

         20.1.    BY EDS

                  20.1.1.  TECHNOLOGY

                  EDS shall indemnify, defend, and hold Kellwood Indemnitees
harmless from, and shall pay all settlements and final damages and costs
awarded against any of them, arising out of, any claim brought by any third
party against any of them for actual or alleged infringement of any patent,
trademark, copyright, or similar proprietary right, including
misappropriation of trade secrets, based upon technology used by EDS in
providing the Services (collectively, "Infringement Claim"); and EDS shall
defend, indemnify, and hold Kellwood Indemnitees harmless from and against
any and all claims, demands, judgments, awards, fines, mechanics' liens or
other liens, liabilities, losses, costs, damages, and expenses, including
reasonable attorneys' fees and disbursements and court costs (collectively,
"Losses"), associated with any such claim or action incurred by any of them
in

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connection with any Infringement Claim. Also, notwithstanding the
foregoing, EDS shall defend, indemnify, and hold harmless Kellwood
Indemnitees from and against all Losses that could have been avoided by
moving to a new release or version of the infringing software and EDS was
offered the new release or version and did not move to same. In the event
that Kellwood's right to use any such technology is enjoined, EDS may, in its
reasonable discretion and at EDS' sole expense, either procure a license to
enable Kellwood to continue to use such technology or develop or obtain a
non-infringing substitute acceptable to Kellwood. EDS shall have no
obligation with respect to any claim or action to the extent that it is based
solely upon: (i) modification of a program or machine by Kellwood, any
third-party contractor of Kellwood, or any agent of Kellwood that was not
approved by EDS; (ii) Kellwood's combination, operation, or use with
apparatus, data, or programs neither furnished nor approved by EDS; (iii) the
use by Kellwood of any software provided by any third party other than in
accordance with relevant software licenses; or (iv) the use of software owned
by or licensed to Kellwood by a party other than EDS and supplied by Kellwood
to EDS. EDS shall have no obligation with respect to any Infringement Claim
or Loss to the extent that it is based upon any Assigned Contract, as it
exists as of the Contract Signing Date.

                  20.1.2.  INJURY, PROPERTY, OR OTHER DAMAGE

                  Without limiting EDS' obligations with respect to insurance
as provided in Section 15.2 hereof, EDS shall indemnify, defend, and hold
Kellwood Indemnitees harmless with respect to any and all Losses related to
any third-party claim alleging bodily injury or death, damage to tangible
personal or real property, or any other damage, notwithstanding the form in
which any such action is brought (e.g., contract, tort, or otherwise), to the
extent such injuries or damages arise directly or indirectly from acts,
errors, or omissions that constitute negligence, willful misconduct, or
violations of law, by EDS or its personnel, agents, or Subcontractors.

                  20.1.3.  THIRD-PARTY CONTRACTS

                  EDS shall indemnify, defend, and hold Kellwood Indemnitees
harmless from and against any and all Losses based upon or related to
third-party services utilized by EDS in providing Services or based upon an
alleged breach by EDS of any agreement with any third party.

                  20.1.4.  [CONFIDENTIAL TREATMENT REQUESTED]

                  EDS shall indemnify, defend, and hold Kellwood Indemnitees
harmless with respect to any and all Losses related to any third-party claim
based upon or resulting from [confidential treatment requested].

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                  20.1.5.  HAZARDOUS MATERIAL

                  EDS shall indemnify, defend, and hold Kellwood Indemnitees
harmless from and against any claim by any third party and any and all Losses
sustained or incurred by such Kellwood Indemnitees as a result of: (i) EDS'
failure to comply in all material respects with any applicable Environmental
Laws; or (ii) the presence of any Hazardous Material upon, above, or beneath
EDS' facilities or locations, if the Hazardous Material was present or if the
Hazardous Material was released into the environment by EDS.

                  20.1.6.  PROPRIETARY INFORMATION DISCLOSURE

                  EDS shall indemnify, defend, and hold Kellwood Indemnitees
harmless from and against any and all Losses based upon or resulting from any
third-party claim or challenge with respect to the disclosure or
nondisclosure of EDS Confidential Information or its Subcontractors'
confidential or proprietary information, except to the extent that Kellwood
has failed to comply with its applicable policies with respect to the
disclosure of such information.

         20.2.    BY KELLWOOD

                  20.2.1.  TECHNOLOGY

                  Kellwood shall indemnify, defend, and hold EDS Indemnitees
harmless from, and shall pay all settlements and final damages and costs
awarded against any of them, arising out of any claim brought by any third
party against any of them for actual or alleged infringement of any patent,
trademark, copyright, or similar proprietary right, including
misappropriation of trade secrets, based upon software that is proprietary to
Kellwood or a third party and is provided to EDS by Kellwood either before or
after the Contract Signing Date; and Kellwood shall defend, indemnify, and
hold EDS Indemnitees harmless from and against any and all Losses, associated
with any such claim or action incurred by any of them in connection with any
such claim. With respect to the "Assigned Software", the indemnity
obligations of the 1996 Contract between the Parties shall continue to apply.
In the event that EDS' right to use such software is enjoined, Kellwood may,
in its reasonable discretion and at Kellwood's sole expense, either procure a
license to enable EDS to continue use of such software or develop or obtain a
non-infringing replacement. Kellwood shall have no obligation with respect to
any claim or action to the extent it is based solely upon: (i) modification
of the software by EDS or any of its Affiliates or Subcontractors; (ii) EDS'
combination, operation, or use of such software with EDS-approved apparatus,
data, or programs.

                  20.2.2.  THIRD-PARTY CONTRACTS

                  Kellwood shall indemnify, defend, and hold EDS Indemnitees
harmless from and against any and all Losses based upon, or related to,
third-party claims based upon an alleged breach by Kellwood of any agreement
with any third party, including an alleged

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breach by Kellwood prior to the Contract Signing Date with respect to any
Assigned Contract.


                  20.2.3.  HAZARDOUS MATERIALS

                  Kellwood shall indemnify, defend, and hold EDS Indemnitees
harmless from and against any claim by any third party and any and all Losses
sustained or incurred by such EDS Indemnitees as a result of: (i) Kellwood's
failure to comply in all material respects with any applicable Environmental
Laws; or (ii) the presence of any Hazardous Material upon, above, or beneath
Kellwood's facilities or locations, if the Hazardous Material was present or
if the Hazardous Material was released into the environment by Kellwood.

                  20.2.4.  INJURY, PROPERTY OR OTHER DAMAGE

                  Kellwood shall indemnify, defend, and hold EDS Indemnitees
harmless with respect to any and all Losses related to any third-party claim
alleging bodily injury or death, damage to tangible personal or real
property, or any other damage, notwithstanding the form in which any such
action is brought (e.g., contract, tort, or otherwise), to the extent such
injuries or damages arise directly or indirectly from acts, errors, or
omissions that constitute negligence, willful misconduct, or violations of
law, by Kellwood or its personnel, agents, or contractors (exclusive of EDS'
subcontractors).

         20.3.    WAIVER OF SUBROGATION

                  EDS and Kellwood waive all rights to recover against each
other for any Loss to their respective tangible personal property (whether
owned or leased) from any cause covered by insurance maintained by each of
them, including their respective deductibles or self-insured retentions. EDS
and Kellwood will cause their respective insurers to issue appropriate
waivers of subrogation rights endorsements to all property insurance policies
maintained by each Party. Each Party will give the other written notice if a
waiver of subrogation is unobtainable or obtainable only at additional
expense. If the Party receiving such notice agrees to reimburse the other
Party for such additional expense, the other Party will obtain such waiver of
subrogation. If a waiver is unobtainable or if a Party elects not to pay the
additional expense of a waiver, then neither Party nor their insurers will
waive such subrogation rights.

         20.4.    GENERAL OBLIGATION

                  If any legal action governed by this Section 20 is
commenced against a Kellwood Indemnitee or a EDS Indemnitee, such Party shall
give written notice thereof to the indemnifying Party promptly after such
legal action is commenced; provided, however, that failure to give prompt
notice shall not reduce the indemnifying Party's obligations under this
Section 20, except to the extent the indemnifying Party is prejudiced
thereby. After such notice, if the indemnifying Party shall acknowledge in
writing to the other Party that the right

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of indemnification under this Agreement applies with respect to such claim,
then the indemnifying Party shall be entitled, if it so elects in a written
notice delivered to the other Party not fewer than ten (10) days prior to
the date on which a response to such claim is due, to take control of the
defense and investigation of such claim and to employ and engage attorneys
of its choice, that are reasonably satisfactory to the other Party, to
handle and defend same, at the indemnifying Party's expense. The other Party
shall cooperate in all reasonable respects with the indemnifying Party and
its attorneys in the investigation, trial, and defense of such claim and any
appeal arising therefrom; provided, however, that the other Party may
participate, at its own expense, through its attorneys or otherwise, in such
investigation, trial, and defense of such claim and any appeal arising
therefrom. No settlement of a claim that involves a remedy other than the
payment of money by the indemnifying Party shall be entered into by the
indemnifying Party without the prior written consent of the other Party,
which consent may be withheld in the other Party's sole discretion. If the
indemnifying Party does not assume the defense of a claim subject to such
defense as provided in this Section, the indemnifying Party may participate
in such defense, at its expense, and the other Party shall have the right to
defend the claim in such manner as it may deem appropriate, at the expense
of the indemnifying Party.

21.      DISPUTE RESOLUTION

         21.1.    RESOLUTION PROCESS

                  If a Problem or dispute arises, the Parties' respective
designated representatives shall attempt to resolve the Problem. If such
Problem cannot be promptly resolved, Kellwood's Representatives and EDS'
Contract Manager shall discuss and endeavor to resolve such Problem If the
Parties have resolved the Problem, such Persons shall execute a Problem
Resolution Report and each Party shall commence the resolution of the Problem
in accordance therewith. In the event the Parties have failed to resolve the
Problem within thirty (30) days after the referral of the Problem to them or
as mutually agreed in writing, the Parties may escalate the Problem to
Kellwood's Chief Executive Officer and EDS' Information Solutions USA
President for resolution.

         21.2.    MEDIATION

                  If any Problem or other dispute, other than a dispute
involving a claim of breach under Section 11 hereof, arises between the
Parties, and the disputed matter has not been resolved within thirty (30)
days after such dispute has been referred to Kellwood's Chief Executive
Officer and EDS' Information Solutions USA President, or such longer period
as agreed to in writing by the Parties, the parties agree to attempt to
settle the claim by non-binding mediation to be held in St. Louis County,
Missouri prior to the initiation of any legal proceedings. If the Parties
cannot agree upon a mediator, the Party claiming violation of the contract
shall submit a written request to the American Arbitration Association
("AAA") requesting the appointment of a mediator. If the Parties do not agree
upon the mediator appointed by AAA, unless the Parties mutually agree
otherwise, the Parties shall follow the procedures of AAA for selection of
an alternate mediator. Neither Party shall be obligated to comply with this
Section 21.2 in regard to breaches of Section 11 hereof or for

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any other breach as to which injunctive relief is sought. Each Party will
bear its own costs and expenses with respect to the mediation, including
one-half of the fees and expenses of the mediator.

         21.3.    LEGAL ACTION

                  If any Problem or other dispute, other than a dispute
involving a claim of breach under Section 11 hereof, arises between the
Parties, and if the dispute cannot be resolved by agreement of the Parties or
mediation, , and without regard to whether either Party has contested whether
these procedures, including the duty of good faith, have been followed, each
Party shall have the right to commence any legal proceeding as permitted by
law. Neither Party shall be obligated to comply with this Section 21.3 in
regard to breaches of Section 11 hereof or for any other breach as to which
injunctive relief is sought.

         21.4.    DE MINIMIS DISPUTES

                  Notwithstanding anything to the contrary provided in this
Section 21 or elsewhere in this Agreement, if: (i) Kellwood requests
services, products, or resources from EDS and the Parties disagree in good
faith as to whether any such request is within the scope of the Services; and
(ii) the financial impact on EDS of satisfying such request is less than
$[confidential treatment requested], then the disagreement shall not be
deemed a Problem, but absent mutual agreement of the Parties, shall be deemed
resolved in Kellwood's favor. The maximum financial impact on EDS of
disagreements that shall not be deemed Problems, but shall instead be
resolved in Kellwood's favor pursuant to this Section 21.4, [confidential
treatment requested] in the aggregate during any Contract Year.

         21.5.    NO TERMINATION OR SUSPENSION OF SERVICES

                  Notwithstanding anything to the contrary contained herein,
and even if any Problem or other dispute arises between the Parties and
regardless of whether or not it requires at any time the use of the dispute
resolution procedures described above, in no event nor for any reason shall
EDS interrupt the provision of Services to Kellwood or any obligations
related to Disentanglement, disable any hardware or software used to provide
Services, or perform any other action that prevents, impedes, or reduces in
any way the provision of Services or Kellwood's ability to conduct its
activities, unless: (i) authority to do so is granted by Kellwood or
conferred by a court of competent jurisdiction; or (ii) the Term of this
Agreement has been terminated or has expired pursuant to Section 12 hereof
and a Disentanglement satisfactory to Kellwood has been completed.

         21.6.    NO LIMITATION ON KELLWOOD REMEDIES FOR DEFAULT

                  The procedure described in this Section 21 shall not be
deemed to limit Kellwood's rights under Section 12 or either Party's rights
under Section 14 in connection with a Default by either Party.

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22.      KELLWOOD APPROVAL OF PROMOTIONS

                  Unless specifically authorized in writing by Kellwood on a
case-by-case basis, EDS shall have no right to use, and shall not use, the
name of Kellwood, its officials or employees, or the logos or trademarks of
Kellwood: (i) in any advertising, publicity, promotion; or (ii) to express or
to imply any endorsement of EDS' products or services; or (iii) in any other
manner (whether or not similar to uses prohibited by subparagraphs (i) and
(ii) above), except only to deliver the Services in accordance with this
Agreement.

23.      EDS APPROVAL OF PROMOTIONS

                  Unless specifically authorized in writing by EDS on a
case-by-case basis, Kellwood shall have no right to use, and shall not use,
the name of EDS, its officials or employees, or the logos or trademarks of
EDS: (i) in any advertising, publicity, promotion; or (ii) to express or to
imply any endorsement of Kellwood's products or services.

24.      USE OF AFFILIATES AND SUBCONTRACTORS

         24.1.    APPROVAL; KEY SUBCONTRACTORS

                  EDS shall not perform the Services through the use of
EDS-selected Subcontractors, including providers of hardware and software,
without the advance written consent of a Kellwood Representative as to the
selection of the Subcontractor, which consent will not be unreasonably
withheld, and the execution by such Subcontractor of a confidentiality
agreement in accordance with Section 11.2.1(c) hereof; provided, however,
that EDS may subcontract, without a Kellwood Representative's advance written
consent, for goods and services that are incidental to the performance of the
Services and do not involve the anticipated expenditure under this Agreement
of more than $[confidential treatment requested] within any [confidential
treatment requested] day period. Kellwood hereby consents to the
Subcontractors identified in Schedule Q; provided, that each such
Subcontractor shall execute a confidentiality agreement in accordance with
Section 11.2.1(c) hereof. Additionally, each Subcontractor shall be properly
licensed in the State to perform the Services for which such Subcontractor is
responsible. EDS agrees that it shall continue throughout the Term to retain
the Subcontractors identified as "Key Subcontractors" in Schedule Q, and that
such Persons shall continue to provide the Services initially provided,
unless EDS has obtained Kellwood's prior written consent, which will not be
unreasonably withheld. Furthermore, Kellwood may at any time require that a
particular Service that initially is subcontracted be provided by a certain
Subcontractor. In no event shall EDS be entitled to perform the Services
through the use of any Subcontractor who has been disbarred from performing
services for the United States government.

         24.2.    SUBCONTRACTOR AGREEMENTS

                  EDS represents and warrants that the Subcontractor
agreements related to the performance of this Agreement contain materially
the same terms and conditions as this Agreement.

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         24.3.    LIABILITY AND REPLACEMENT

                  In no event shall EDS be relieved of its obligations under
this Agreement as a result of its use of any Subcontractors. EDS shall
supervise the activities and performance of each Subcontractor and shall be
jointly and severally liable with each such Subcontractor for any act or
failure to act by such Subcontractor. If Kellwood determines that the
performance or conduct of any Subcontractor is unsatisfactory, Kellwood may
notify EDS of its determination in writing, indicating the reasons therefor,
in which event EDS shall promptly take all necessary actions to remedy the
performance or conduct of such Subcontractor or to replace such Subcontractor
by another third party or by EDS personnel.

         24.4.    DIRECT AGREEMENTS

                  Upon expiration or termination of the Term for any reason,
Kellwood shall have the right to enter into direct agreements with any
Subcontractors. EDS represents and agrees that its arrangements with such
Subcontractors shall not prohibit or restrict such Subcontractors from
entering into direct agreements with Kellwood.

25.      DEFINITIONS

         The following words and phrases, when used in this Agreement, shall
have the indicated meanings. (Terms capitalized within a particular
definition have been defined elsewhere within this Agreement.)

         25.1.    AFFILIATE

                  "Affiliate" shall mean, as to any Person, any other Person
that, directly or indirectly, controls, is controlled by, or is under common
control with, such Person, whether through ownership of voting securities or
otherwise. For this purpose, and without limiting the foregoing, any Person
that owns more than fifty-one percent (51%) of the outstanding voting
securities of any other Person shall be deemed to control such other Person.

         25.2.    AGREEMENT

                  "Agreement" shall mean this Information Technology Service
Agreement including all attachments, Exhibits, and Schedules hereto, as
amended from time to time.

         25.3.    BASELINE TECHNOLOGY

                  "Baseline Technology" includes all hardware, software and
other technologies necessary for the provisioning of Services under this
Agreement.

         25.4.    COLA

                  "COLA" is the acronym for "cost of living adjustment."

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         25.5.    CONFIDENTIAL INFORMATION

                  "Confidential Information" shall mean Kellwood Confidential
Information or EDS Confidential Information, as the case may be.

         25.6.    CONTRACT YEAR OR CY

                  "Contract Year" or "CY" shall mean each twelve (12) month
period beginning on the Contract Signing Date (with "Contract Year 1" or
"CY1"), and on each subsequent anniversary thereof during the Term.

         25.7.    EDS INDEMNITEES

                  "EDS Indemnitees" shall mean EDS, and each of its officers,
directors, employees, agents, successors, and assigns.

         25.8.    EDS KEY PERSONNEL

                  "EDS Key Personnel" shall mean, initially, those personnel
of EDS and its Subcontractors who are so designated in Schedule N and Q.

         25.9.    CRITICAL MILESTONES

                  "Critical Milestones" shall mean those actions and projects
identified as such in Schedules A, B, C, D, E, F, G and the Transition Plan.

         25.10.   DEFAULT

                  "Default" shall mean the occurrence of any of the
following:

                  (a)    With respect to EDS, the occurrence of any of the
                  following:

                         (i)    EDS' failure to provide the Services in
                                accordance with the MASLs such that, per
                                Section 1.10, Kellwood has chosen to relieve
                                EDS of responsibility for providing services
                                within two different Schedules out of
                                Schedules A, B, C, D, E and F;

                         (ii)   EDS fails to provide the Services in
                                accordance with the MASLs such that EDS is
                                assessed cumulative Fee Reductions within any
                                calendar month during the Term in excess of
                                the total At-Risk Amount for such calendar
                                month;

                         (iii)  a failure by EDS to use commercially
                                reasonable efforts to remedy any interruption
                                or shutdown (of any material duration) of any
                                essential Kellwood facility or operation;

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                         (iv)   an assignment or attempted assignment by EDS
                                to a non-Affiliate in violation of this
                                Agreement; or

                         (v)    a material breach by EDS of any of its other
                                obligations under this Agreement and (A) the
                                failure by EDS to cure such breach within
                                thirty (30) days after EDS has received
                                written notice of such breach; or (B) if the
                                failure is not one that could reasonably be
                                corrected within thirty (30) days, (1) the
                                failure by EDS to adopt, within thirty (30)
                                days after receiving notice of such breach,
                                a plan to cure such breach within a
                                commercially reasonable time period after
                                EDS received notice of the breach, or (2)
                                the failure by EDS to cure such breach
                                within such sixty (60)-day period.

                  (b)    With respect to Kellwood, the occurrence of any of
                  the following:

                         (i)    a breach by Kellwood in making payment
                                of any amount payable to EDS under this
                                Agreement within sixty (60) days after the
                                due date specified in this Agreement for
                                such payment and the failure by Kellwood to
                                cure such breach within thirty (30) days
                                after Kellwood has received written notice
                                of such breach

         25.11.   END-USER

                  "End-User" shall mean any Kellwood employee, or any other
Person providing products or services to Kellwood, who is determined by
Kellwood, in its sole discretion, to require access to any of the Services.

         25.12.   ENVIRONMENTAL LAWS

                  "Environmental Laws" shall mean all applicable federal,
state, or local statutes, laws, regulations, rules, ordinances, codes,
licenses, orders, or permits of any governmental entity relating to
environmental matters including, but not limited to: (i) the Clean Air Act
(42 U.S.C. 7401 et seq.); the Federal Water Pollution Control Act (33
U.S.C.ss.1251); the Safe Drinking Water Act (42 U.S.C.ss.5 300f et seq.);
the Toxic Substances Control Act (15 U.S.C. 55 2601 et seq.); the Endangered
Species Act (16 U.S.C.ss.1531 et seq.); the Emergency Planning and Community
Right-to-Know Act of 1986 (42 U.S.C. 55 110011 et seq.); and (ii) similar
state and local provisions.

         25.13.   FEES

                  "Fees" shall mean the fees payable by Kellwood to EDS
hereunder in consideration of EDS' provision of the Services.


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         25.14.   FORCE MAJEURE EVENT

                  "Force Majeure Event" shall mean an act of God, act of
governmental body or military authority other than a Kellwood governmental
body, fire, explosion, power failure, flood, epidemic, riot or civil
disturbance, war, sabotage, accidents, insurrections, blockades, embargoes,
storms, labor disputes, or similar event beyond the reasonable control of the
non-performing Party. Notwithstanding the foregoing, "Force Majeure Event"
expressly excludes the following: any event that EDS could reasonably have
prevented by testing either required to be performed pursuant to the Services
or necessary to provide the Services, work-around, or other exercise of
diligence; any event resulting from any strike, walkout, or other labor
shortage that could have been prevented by a reasonable amount of automation
of functions either required to be performed pursuant to the Services or
necessary to provide the Services; and any failure of any systems,
facilities, or hardware that could have been prevented by testing either
required to be performed pursuant to the Services or necessary to provide the
Services.

         25.15.   GAAP

                  "GAAP," is the acronym for "generally accepted accounting
principles."

         25.16.   HAZARDOUS MATERIALS

                  "Hazardous Materials" shall mean any substances the
presence of which requires investigation or remediation under any
Environmental Law, or that is or becomes defined as a "hazardous waste,"
"hazardous substance," pollutant, or contaminant under any Environmental Law.

         25.17.   KELLWOOD CONFIDENTIAL INFORMATION

                  "Kellwood Confidential Information" shall mean records,
data, and other information that is obtained by EDS or any of its employees
or subcontractors from (or with regard to) Kellwood in connection with the
performance of this Agreement, whether in tangible or intangible form, and
whether in written form or readable by machine, and including:

(a)      all Kellwood Data;

(b)      all financial information, personnel information, reports,
documents, correspondence, plans, and specifications relating to Kellwood;

(c)      all technical information, materials, data, reports, programs,
documentation, diagrams, ideas, concepts, techniques, processes, inventions,
knowledge, know-how, and trade secrets, developed or acquired by Kellwood,
including Work Product;

(d)      any information that Kellwood identifies to EDS as confidential by
a stamp or other similar notice; and


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(e)      all other records, data, or information collected, received, stored,
or transmitted in any manner connected with the provision of Services
hereunder.

                  Kellwood Confidential Information shall not include
information that EDS can demonstrate was: (i) at the time of disclosure to
EDS, in the public domain; (ii) after disclosure to EDS, published or
otherwise made a part of the public domain through no fault of EDS; (iii) in
the possession of EDS at the time of disclosure to it, if EDS was not then
under an obligation of confidentiality with respect thereto; (iv) received
after disclosure by Kellwood to EDS from a third party who had a lawful right
to disclose such information to EDS; or (v) independently developed by EDS
without reference to Kellwood Confidential Information. For purposes of this
provision, information is in the public domain if it is generally known
(through no fault of EDS) to third parties who are not subject to
nondisclosure restrictions similar to those in this Agreement.

         25.18.   KELLWOOD DATA

                  "Kellwood Data" shall mean, in or on any media or form of
any kind: (i) all data and summarized data related to Kellwood or the
Services that is in the possession of Kellwood and all data concerning or
indexing such data (regardless of whether or not owned by Kellwood or
generated or compiled by Kellwood), including data that is in Kellwood's
databases or otherwise in Kellwood's possession on the Cutover Date or at any
time during the Term; and (ii) all other Kellwood records, data, files, input
materials, reports, forms, and other such items that may be received,
computed, developed, used, or stored by EDS, or by any of its Subcontractors,
in the performance of EDS' duties under this Agreement.

         25.19.   KELLWOOD INDEMNITEES

                  "Kellwood Indemnitees" shall mean Kellwood, all of its
offices, and each of their respective officers, directors, elected officials,
employees, agents, successors, and assigns.

         25.20.   KELLWOOD REPRESENTATIVE

                  "Kellwood Representative" shall be the Chief Information
Officer of Kellwood or his/her designee(s).

         25.21.   KELLWOOD SOFTWARE

                  "Kellwood Software" shall mean software created or acquired
by Kellwood that Kellwood instructs EDS to utilize in connection with the
Services, before or after the Cutover Date, and all supporting documentation,
media, and related materials including any and all modifications,
enhancements, updates, replacements, and other derivative works thereof.

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         25.22.   KEY SUBCONTRACTORS

                  "Key Subcontractors" shall mean those Persons identified as
such in Schedule Q.

         25.23.   MANAGED CONTRACTS AND LEASES

(a)      "Managed Contracts" shall mean those written maintenance agreements,
service contracts, software license agreements, hardware leases, and
subcontractor agreements under which Kellwood receives third-party services
relating to its IT requirements listed on Schedule M, and such others
relating to the Services as may be identified by Kellwood in a written notice
delivered to EDS, that EDS will manage pursuant to Kellwood's instructions
after the Contract Signing Date, if EDS identifies a maintenance agreement,
service contract, software license agreement, hardware lease, or
subcontractor agreement relating to the Services that was inadvertently
omitted from Schedule M, EDS shall notify Kellwood in writing and the Parties
shall make a reasonable accommodation therefor.

         25.24.   MASL

                  "MASL," which is the acronym for "minimum acceptable
service level," shall mean the minimum functional and operational performance
levels specified in Schedules A, B, C, D, E, F, and G for any task or
service.

         25.25.   OTHER SERVICES

                  "Other Services" shall mean any IT-related services that
are requested by Kellwood from time to time and that: (i) are not Services;
or (ii) are otherwise designated in this Agreement as being Other Services.

         25.26.   PARTY

                  "Party" shall mean Kellwood or EDS; "the Parties" shall
mean both of them.

         25.27.   PERSON

                  "Person" shall mean any natural person, corporation,
limited liability company, limited liability partnership, general
partnership, limited partnership, trust, association, governmental
organization or agency, political subdivision, body politic, or other legal
person or entity of any kind, legally constituted.

         25.28.   PROBLEM

                  "Problem" shall mean any problem or circumstance that
results from any of the following:

(a)      an alleged failure by either Party to perform its obligations under
this Agreement;

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(b)      an alleged inadequacy or delay of either Party's performance under
this Agreement;

(c)      a request for products, services, or resources, where the Parties
disagree whether such products, services, or resources are within the
Services (and therefore subject to the [confidential treatment requested])
or otherwise within the scope of this Agreement; or

(d)      a disagreement as to the responsibilities either Party has under
this Agreement.

         25.29.   PROBLEM RESOLUTION REPORT

                  "Problem Resolution Report" shall mean a written report
executed by both Parties describing a solution to a Problem.

         25.30.   RESIDUALS

                  "Residuals" shall mean EDS' general knowledge, skill, and
experience, any ideas, concepts, know-how, and technologies that are within
the scope of EDS' business practice and are used, acquired, or developed by
it in the course of providing the Services; provided, however, that the
Residuals shall not include any Work Product or any of Kellwood's
Confidential Information.

         25.31.   SERVICES

                  "Services" shall mean all of the services, functions, and
activities in any one or more of the following categories:

(a)      Current Services;

(b)      The services described in Section 1;

(c)      Transformation Services;

(d)      Any other services specified elsewhere in this Agreement and not
designated as Other Services;

(e)      Any other IT-related services that are requested by Kellwood from
time to time during the Term and do not require additional start-up expenses
or the use of additional resources not otherwise required for the
performance of the Services; and

                  Any management, planning, and other services that are
ancillary to and appropriate for the performance of any of the foregoing.

         25.32.   SUBCONTRACTOR

                  "Subcontractor" shall mean any Person other than EDS that
provides Services to Kellwood pursuant to an agreement with EDS. Any EDS
Affiliate that provides Services to Kellwood pursuant to such an agreement
shall be deemed a Subcontractor.

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         25.33.   UNDERLYING WORKS

                  "Underlying Works" shall mean all tangible information and
developments that: (i) had already been conceived, invented, created, or
acquired by EDS or third parties prior to the Signing Date and were not
conceived or created for Kellwood's use or benefit in connection with this
Agreement; or (ii) were conceived, invented, created, or acquired, by EDS or
third parties after the Signing Date, but only to the extent such information
and developments do not constitute Work Product hereunder. An Underlying Work
includes all intermediate and/or partial versions thereof, including all
source code and object code with respect thereto, and all designs,
specifications, inventions, discoveries, improvements, materials, program
materials, software, flow charts, notes, outlines, lists, compilations,
manuscripts, writings, pictorial materials, schematics, other creations, and
the like, whether or not patented or patentable or otherwise protectable by
law. "EDS Underlying Works" are those conceived, invented, created, or
acquired by EDS, rather than by a third party.

         25.34.   WORK ORDER

                  "Work Order" shall mean a request, in the form set forth in
Schedule J, for the performance of work that is not being performed at a
particular time but that is within the scope of the Services.

         25.35.   WORK PRODUCT

                  "Work Product" shall mean all information, computer
programs (and all configurations and set-ups of any such program and all
templates reflecting same), and other developments and all intermediate
and/or partial versions thereof, including all source code and object code
with respect thereto, and all designs, specifications, materials, program
materials, software, flow charts, notes, outlines, lists, compilations,
manuscripts, writings, pictorial materials, schematics, and the like,
provided for the use or benefit of Kellwood in connection with this
Agreement, by any EDS or Kellwood personnel or by any other Person engaged by
EDS or Kellwood; Notwithstanding the foregoing, Work Product shall not
include any EDS Derivatives.

26.      MISCELLANEOUS

         26.1.    ENTIRE AGREEMENT

                  This Agreement, including the Schedules hereto and the
assignment referenced in Section 10.1.2, constitutes the entire understanding
and agreement between the Parties with respect to the transactions
contemplated herein and supersedes all prior or contemporaneous oral or
written communications with respect to the subject matter hereof, all of
which are merged herein. No usage of trade, or other regular practice or
method of dealing between the Parties or others, may be used to modify,
interpret, supplement, or alter in any manner the express terms of this
Agreement.

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         26.2.    ORDER OF PRECEDENCE

                  In the event of conflict in substance or impact between the
terms and conditions contained in Sections 1 through 25 of this Agreement and
any terms and conditions contained in any Schedule or Attachment hereto, the
terms and conditions contained in such Sections shall control.

         26.3.    CAPTIONS; REFERENCES; TERMINOLOGY

                  Captions, Tables of Contents, Indices of Definitions, and
Schedule titles are used herein for convenience of reference only and may not
be used in the construction or interpretation of this Agreement. Any
reference herein to a particular Section number (e.g., "Section 2"), shall be
deemed a reference to all Sections of this Agreement that bear sub-numbers to
the number of the referenced Section (e.g., Sections 2.1, 2.1.1, etc.). Any
reference herein to a particular Schedule (e.g., Schedule ___) shall be
deemed a reference to the Schedule hereto that bears the same letter. As used
herein, the word "including" shall mean "including, but not limited to."

         26.4.    ASSIGNMENT

                  Except for subcontracting permitted under the terms of
Section 24 hereof, neither this Agreement, nor any interest therein, nor any
of the rights and obligations of EDS hereunder, may be directly or indirectly
assigned, sold, delegated, or otherwise disposed of by EDS, in whole or in
part, without the prior written consent of Kellwood, which may be withheld in
its sole discretion.

         26.5.    NOTICES TO A PARTY

                  Except as expressly otherwise stated herein, all notices,
requests, consents, approvals, or other communications provided for, or given
under, this Agreement, shall be in writing and shall be deemed to have been
duly given to a Party if delivered personally, or transmitted by facsimile or
electronic mail to such Party at its telecopier number or e-mail address set
forth below (with the original sent by recognized overnight courier or
first-class mail to the Party at its address set forth below), or sent by
first class mail or overnight courier to such Party at its address set forth
below, or at such other telecopier number or address, as the case may be, as
shall have been communicated in writing by such Party to the other Party in
accordance with this Section. All notices shall be deemed given when received
in the case of personal delivery or delivery by mail or overnight courier, or
when sent in the case of transmission by facsimile or electronic mail with a
confirmation, if confirmed by copy sent by overnight courier within one (1)
day of sending the facsimile.

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Notices to Kellwood shall be addressed as follows:

                  Kellwood Company
                  Attention: Chief Information Officer
                  600 Kellwood Parkway
                  Chesterfield, Missouri 63017

                           Telecopier No.: (314) 576-3375





with a copy to the attention of Kellwood's General Counsel addressed as
follows:

                  Kellwood Company
                  Attention: General Counsel
                  600 Kellwood Parkway
                  Chesterfield, Missouri 63017

                           Telecopier No.: (314) 576-3388

Notices to EDS shall be addressed as follows:

                  Electronic Data Systems Corporation
                  Attention: Midwest Regional President
                  222 West Adams
                  17th Floor
                  Chicago, Illinois 60606

                           Telecopier No.:

with a copy to the attention of EDS' General Counsel at:

                  Electronic Data Systems Corporation
                  Attention: General Counsel
                  5400 Legacy Drive
                  H3-3A-05
                  Plano, Texas 75024-3105

                           Telecopier No.:

         26.6.    AMENDMENTS; WAIVERS

                  Except as expressly provided herein, this Agreement may not
be modified, amended, or in any way altered except by a written document duly
executed by both of the Parties hereto. No waiver of any provision of this
Agreement, nor of any rights or obligations

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of any Party hereunder, shall be effective unless in writing and signed by
the Party waiving compliance, and such waiver shall be effective only in the
specific instance, and for the specific purpose, stated in such writing. No
waiver of breach of, or default under, any provision of this Agreement shall
be deemed a waiver of any other provision, or of any subsequent breach or
default of the same provision, of this Agreement.

         26.7.    RELATIONSHIP BETWEEN, AND LEGAL STATUS OF, THE PARTIES

                  This Agreement shall not be construed to deem either Party
as a representative, agent, employee, partner, or joint venturer of the
other. EDS shall be an independent contractor for the performance under this
Agreement. EDS shall not have the authority to enter into any agreement, nor
to assume any liability, on behalf of Kellwood, nor to bind or commit
Kellwood in any manner, except as provided hereunder. EDS' employees who
provide services pursuant to this Agreement or who are located on Kellwood's
premises shall remain employees of EDS, and EDS shall have sole
responsibility for such employees including responsibility for payment of
compensation to such personnel and for injury to them in the course of their
employment. EDS shall be responsible for all aspects of labor relations with
such employees including their hiring, supervision, evaluation, discipline,
firing, wages, benefits, overtime and job and shift assignments, and all
other terms and conditions of their employment, and Kellwood shall have no
responsibility therefor. EDS shall defend, indemnify, and hold harmless
Kellwood Indemnitees from and against any and all Losses based upon or
related to a claim that EDS' or its Subcontractors' employees are employees
of Kellwood.

         26.8.    SEVERABILITY

                  If any provision of this Agreement is determined to be
invalid or unenforceable, that provision shall be deemed stricken and the
remainder of this Agreement shall continue in full force and effect insofar
as it remains a workable instrument to accomplish the intent and purposes of
the Parties; the Parties shall replace the severed provision with the
provision that will come closest to reflecting the intention of the Parties
underlying the severed provision but that will be valid, legal, and
enforceable.

         26.9.    COUNTERPARTS

                  This Agreement may be executed in duplicate counterparts.
Each such counterpart, if executed by both Parties, shall be an original and
both together shall constitute but one and the same document. This Agreement
shall not be deemed executed unless and until at least one counterpart bears
the signatures of both Parties' designated signatories.

         26.10.   LAWS AND REGULATIONS

                  This Agreement shall be interpreted under, and governed by,
the laws and court decisions of the State of Missouri and the United States
of America, without giving effect to the State's principles of conflicts of
laws.

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         26.11.   VENUE AND JURISDICTION

                  All actions or proceedings arising out of, or related to,
this Agreement shall be brought only in an appropriate federal or State court
in the County of St. Louis, Missouri and the Parties hereby consent to the
jurisdiction of such courts over themselves and the subject matter of such
actions or proceedings. EDS hereby appoints EDS' General Counsel and his or
her successors in office to be its agent upon whom any process, in any action
or proceeding against it arising out of this Agreement, may be served.

         26.12.   NO THIRD-PARTY BENEFICIARIES

                  This Agreement is an agreement between the Parties and
confers no rights upon any of the Parties' employees, agents, or contractors,
or upon any other Person.

         26.13.   EXPENSES

                  Each Party shall pay all expenses paid or incurred by it in
connection with the planning, negotiation, and consummation of this
Agreement, subject to the provisions of Section 12.2.

         26.14.   SURVIVAL

                  The provisions of Sections 9, 10, 12, 13, 14, 16, 17, 18,
19, 20, and 24, and any Sections of this Agreement that by their nature may
reasonably be presumed to survive any termination or expiration of this
Agreement, shall survive any termination or expiration hereof.

         26.15.   NEITHER PARTY CONSIDERED DRAFTER

                  Despite the possibility that one Party may have prepared
the initial draft of this Agreement or played the greater role in the
physical preparation of subsequent drafts, the Parties agree that neither of
them shall be deemed the drafter of this Agreement and that, in construing
this Agreement in case of any claim that any provision hereof may be
ambiguous, no such provision shall be construed in favor of one Party on the
ground that such provision was drafted by the other.

         26.16.   FINALIZATION OF SCHEDULES

                  The Parties agree that the Schedules attached hereto and
incorporated herein by reference are substantially complete. The Parties
agree to use their good faith efforts to complete them within 30 days after
Contract Signing Date. It is understood and agreed that certain information
in the Schedules provided by EDS has not yet been verified by Kellwood. Once
the Parties have reached final agreement on this information, the Schedules
will be revised appropriately. Although units and unit pricing may be
adjusted as a result of the above reviews, the Parties have agreed that the
initial annualized price for the Services is $[confidential treatment
requested].

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         The Parties have executed this Agreement as of the 31st day of
March 2002.



KELLWOOD COMPANY                          ELECTRONIC DATA SYSTEMS CORPORATION

By: /s/ Hal J. Upbin                      By: /s/ Byrne Mulrooney
                                                  ---------------

Title: Chairman, President and Chief      Title: President, MW Region
Executive Officer

Date: March 31, 2002                      Date: March 31, 2002


                                          EDS INFORMATION SERVICES L.L.C

                                          By: /s/ Byrne Mulrooney

                                          Title: President, MW Region

                                          Date: March 31, 2002


                                          EDS DATA SYSTEMS CORPORATION

                                          By: /s/ Paulett Eberhart

                                          Title: President Information
                                                 Solutions US

                                          Date: March 31, 2002




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KELLWOOD COMPANY / ELECTRONIC DATA SYSTEMS CORPORATION   IT SERVICE AGREEMENT

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