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                                                                    EXHIBIT 10.2

                                AMENDMENT TO THE
                             DEAN WITTER START PLAN
                             ----------------------

         WHEREAS, Morgan Stanley DW Inc. ("Morgan Stanley DW"), a Delaware
corporation, maintains the Dean Witter START Plan, as amended (the "START
Plan");

         WHEREAS, Morgan Stanley DW desires that the START Plan be amended as
set forth herein;

         NOW, THEREFORE, the START Plan is hereby amended as follows:

         1. Effective October 1, 2001, the START Plan shall be amended to
replace all references therein to "Dean Witter Reynolds Inc.", except for the
reference in the second sentence of Section 1, with "Morgan Stanley DW Inc."

         2. Effective October 1, 2001, the proviso in the second sentence of
Section 11(a) of the START Plan shall be amended to read as follows:

         "provided that a Participant may not receive more than two
         distributions in any calendar year (unless the Participant requests a
         final distribution in the amount of his or her remaining Plan Benefit)
         and may not receive any distribution which is less than $500 (or the
         amount of the Participant's remaining Plan Benefit, if less) under this
         Section 11(a)."

         3. Effective October 1, 2001, the third sentence of Section 11(c) of
the START Plan shall be amended to read as follows:

         "Subject to Section 11(a), a Participant who elects to defer a
         distribution shall have a single opportunity to change the date so
         elected to an earlier or later date."

         4. Effective October 1, 2001, the following new paragraph shall be
added at the end of Section 13(a) of the START Plan:

                  "Notwithstanding the foregoing, a Participant who attains age
         70 1/2 after December 31, 2001 shall not have the right to elect
         distributions pursuant to the preceding paragraph. Distribution of such
         a Participant's Plan Benefit shall be made as of the April 1 next
         following the later of the year in which the Participant (i) attains
         age 70 1/2, or (ii) terminates from service or in accordance with the
         other provisions of the Plan."

         5. Effective January 1, 2002, the following new paragraph shall be
added at the end of Section 13(a) of the START Plan:


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                  "Effective January 1, 2002, the following rules shall govern
         the payment of the annual distribution under this Section to a
         Participant who has not terminated from service. The payment for a year
         subsequent to the year in which payments commence shall be made only if
         the Participant elects at the time and in such manner prescribed by the
         Plan Administrator to receive payment in such year. The failure to make
         such an election shall be deemed to be an election by the Participant
         to defer receipt of the payment, and the amount of such deferred
         payment shall thereafter be held in the Accounts maintained for the
         Participant under the Plan and adjusted as provided in Section 8(b)."

         6. Effective October 1, 2001, Section 14(a) of the START Plan shall be
amended to read as follows:

                  "(a) Named Fiduciary/Plan Administrator. The Company is the
                       ----------------------------------
         named fiduciary, as defined under ERISA section 402(a)(1), which has
         the authority to control and manage the operation and administration of
         the Plan, and is the "plan sponsor" as that term is used in ERISA. The
         Company, as Plan Administrator, shall make such rules, regulations,
         interpretations and computations, and shall take such other action to
         administer the Plan, as it may deem appropriate. In administering the
         Plan, the Company shall act in a non-discriminatory manner to the
         extent required by section 401 and related sections of the Code and
         shall at all times discharge its duties with respect to the Plan in
         accordance with the standards set forth in ERISA section 404(a)(1). The
         Plan Administrator shall have the power and the duty to take all
         actions and to make all decisions necessary or proper to carry out its
         responsibilities under the Plan. The Plan Administrator shall have the
         exclusive right to determine any question arising under or in
         connection with the administration of the Plan, including, but not
         limited to, the authority to interpret the Plan as provided in Section
         16(a), to direct disbursements by the Trustee and to exercise the other
         rights and powers specified herein."

         7. Effective October 1, 2001, the last sentence of Section 14(b) of the
START Plan shall be amended to read as follows:

         "Each trustee appointed under clause (i) above shall the powers and
         responsibilities specified in the applicable trust agreement."

         8. Effective October 1, 2001, Section 16(a) of the START Plan shall be
amended by adding the following paragraph to the end thereof:

         "The Plan Administrator shall have the authority to act with respect to
         any claim for benefits under the Plan. The Plan Administrator in its
         capacity as named fiduciary shall have the exclusive discretionary
         right to interpret the Plan, including those provisions governing
         eligibility and benefits, and to determine any questions arising under
         or in connection with the administration of the Plan,

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         including without limitation, the authority to make factual
         determinations. The Plan Administrator shall have full authority to
         determine the entitlement, rights or eligibility of employees,
         participants and/or any other persons, and the amount of benefits, if
         any due under the Plan. The Plan Administrator shall also have the
         right and authority to remedy ambiguities, inconsistencies or
         omissions, arising under or in connection with the Plan. The
         construction and interpretations of the Plan and the determinations of
         the Plan Administrator hereunder shall be final and binding on all
         persons, other than the Hearing Panel established in accordance with
         Section 17 hereof."

         9. Effective October 1, 2001, Section 21 of the START Plan shall be
amended by inserting the following definition before the definition of "DWD":

                  ""Dual Employee" is an Employee who is an Employee of both a
                    -------------
         Participating Company and a member of the Affiliated Group that has
         adopted a funded defined contribution plan other than the Plan and who
         performs services for both employers."

         10. Effective October 1, 2001, the definition of "Earnings" in Section
21 of the START Plan shall be clarified with respect to the list of items
included in such definition by replacing clause (iii) with the following:

                  "(iii) employee contributions to a plan maintained by any
         member of the Affiliated Group which is intended to meet the
         requirements of Code section 125 or 132(f)(4).

         11. Effective October 1, 2001, the definition of "Earnings" in Section
21 of the START Plan shall be clarified with respect to the list of items
excluded from such definition by deleting the word "and" at the end of clause
(v) and the period at the end of clause (vi), by adding the word "and" at the
end of clause (vi) and by adding the following new paragraph (vii) at the end of
such list:

                  "(vii) amounts payable under continued service bonus
agreements (payable by the fourth anniversary of hire)."

         12. Effective October 1, 2001, the definition of "Eligible Employee" in
Section 21 of the START Plan is amended to add the following paragraph at the
end thereof:

                  "A Dual Employee shall be an Eligible Employee or Immediately
         Eligible Employee only if (i) the business unit in which the Employee
         is employed performs a greater amount of services for the Participating
         Company that employs the Employee than for the Affiliated Group member
         that also employs the Employee or (ii) the Employee has been designated
         by the Plan Administrator as an Eligible Employee."

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         13. Effective October 1, 2001, the definition of "Participating
Company" in Section 21 of the START Plan is amended to add the following
sentence after the first sentence:

         "A member of the Affiliated Group that is not otherwise a Participating
         Company but that is the employer of a Dual Employee who is determined
         to be an Eligible Employee or Immediately Eligible Employee shall
         become a Participating Company in accordance with the preceding
         sentence, but only with respect to such Dual Employee."

         14. Effective October 1, 2001, the definition of "Plan" in Section 21
of the START Plan is amended to read as follows:

                  ""Plan" means this Dean Witter START Plan (Savings Today
                    ----
         Affords Retirement Tomorrow), including all Supplements hereto, as
         amended from time to time."

         15. Effective January 1, 2001, the START plan is amended by adding to
the end thereof the following new Supplement H:

                             "DEAN WITTER START PLAN
                              ----------------------

                   "(Saving Today Affords Retirement Tomorrow)
                    ------------------------------------------

                                  "SUPPLEMENT H
                                   ------------

                   "TERMINATION OF MATCHING CONTRIBUTIONS AND
                    -----------------------------------------
                              TRANSFER OF ACCOUNTS
                              --------------------

                  "1. Termination of Contributions. Notwithstanding anything in
                      ----------------------------
         the Plan to the contrary, for Plan Years beginning on or after January
         1, 2001, no Matching Contributions or any other Company Contributions
         provided for in Section 4 of the Plan shall be made by Participating
         Companies to the Trust Fund, provided that Participating Companies may,
         in their sole and absolute discretion, make Qualified Non-Elective or
         Qualified Matching Contributions for any such Plan Year. It is the
         intent of this Supplement H that the benefits formerly delivered as
         matching contributions under the Plan shall be delivered, effective
         January 1, 2001 under the Morgan Stanley Dean Witter & Co. and
         Subsidiaries Employee Stock Ownership Plan (the "ESOP") in accordance
         with the ESOP's terms, without material modification of the Plan's
         rules relating to participation, vesting and amount of benefits, and
         the provisions of this Supplement H shall be interpreted accordingly.

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                  "2. Transfer of Accounts. As of such date as may be determined
                      --------------------
         by the Plan Administrator, which shall not be later than December 31,
         2001 (the "Transfer Date"), all assets and liabilities relating to each
         Participant's Matching Contribution Account (including in relation to
         any loan pursuant to Section 12(h) of the Plan charged against any
         Matching Contribution Account) shall be transferred to the ESOP,
         provided, however, that any portion of an individual's Matching
         Contribution Account that the individual has elected to diversify
         pursuant to Section 6(d) of the Plan prior to the Transfer Date shall
         not be transferred to the Plan. Participants' interests in the
         transferred amounts shall not vest on an accelerated basis as a result
         of such transfers, but shall continue to vest at the applicable rate
         specified in the ESOP, which shall be at least as rapid as the basis
         specified under Section 10 of the Plan. On and after the date on which
         an amount is transferred to the ESOP, a Participant shall have no right
         to benefits under this Plan with respect to the amount so transferred,
         and all rights with respect to such amount shall be enforceable only
         against the ESOP.

                  "3. Plan Participation not Affected. Notwithstanding paragraph
                      -------------------------------
         (A) of the definition of "Eligible Employee" in Section 21 of the Plan,
         participation in the ESOP shall not affect an Employee's eligibility to
         participate in the Plan.

                  "4. ESOP Diversification Transfers. To the extent permitted by
                      ------------------------------
         the ESOP, an ESOP participant may elect to transfer to the Trust Fund
         an ESOP Diversification Transfer (as defined below). Any such ESOP
         Diversification Transfer shall be credited to an Account of such
         Participant and shall be treated in the same manner as any other
         Account established under the Plan. Such funds so transferred shall be
         allocated to one or more of the Investment Funds in accordance with
         Section 6(a). For purposes of this paragraph, an "ESOP Diversification
         Transfer" means amounts transferred to the Plan from the ESOP in
         accordance with the diversification provisions set forth in Section
         7.04 of the ESOP."

                                * * * * * * * * *

                  IN WITNESS WHEREOF, the undersigned has hereunder set his hand
as of the 4th day of October, 2001.

                                            MORGAN STANLEY DW INC.

                                            By: /s/ Michael T. Cunningham
                                                -------------------------

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