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                                                                    EXHIBIT 10.1

                        MORGAN STANLEY DEAN WITTER & CO.
                          EMPLOYEE STOCK PURCHASE PLAN

                           Amended September 21, 2001

SECTION 1 - PURPOSE
-------------------

The purpose of the Plan is to secure for the Company and its stockholders the
benefits of the incentive inherent in the ownership of Common Stock by current
and future Eligible Employees. The Plan is intended to comply with the
provisions of Code Section 423 and shall be administered, interpreted and
construed in accordance with such provisions.

SECTION 2 - DEFINITIONS
-----------------------

When used herein, the following terms shall have the following meanings:

2.1      "Administrator" means the Board of Directors or such officer or
         ---------------
         officers of the Company or such committee (which need not be a
         committee of the Board of Directors, but, if not a committee of the
         Board of Directors, then the committee shall be comprised solely of
         officers of the Company) to whom the Board of Directors delegates
         authority under the Plan in accordance with Section 12.1.

2.2      "Beneficiary" means such person, persons, or entity as are designated
         -------------
         pursuant to Section 12.5 to receive, upon a participant's death, all or
         a portion of such Participant's Common Stock Account and Payroll
         Deduction Account.

2.3      "Board of Directors" means the Board of Directors of the Company, or
         --------------------
         any committee of such Board of Directors as the Board of Directors may
         determine from time to time.

2.4      "Code" means the Internal Revenue Code of 1986, as amended from time to
         ------
         time, or any successor statute thereto.

2.5      "Common Stock" means common stock, par value $0.01 per share, of the
         --------------
         Company.

2.6      "Common Stock Account" means the account established with, and
         ----------------------
         maintained by, the Custodian for the purpose of holding Common Stock
         purchased pursuant to this Plan.

2.7      "Company" means Morgan Stanley Dean Witter & Co., a Delaware
         ---------
         corporation, and its successors and assigns.

2.8      "Custodian" means the agent selected by the Company to hold Common
         -----------
         Stock purchased under the Plan.

2.9      "Disability" means disability as defined under any qualified, defined
         ------------
         benefit plan sponsored by the Company or any Subsidiary in which an
         Eligible Employee is a participant on the date such Eligible Employee
         terminates employment with the Company or any Subsidiary.

2.10     "Eligible Compensation" means the sum of the types and amounts of
         -----------------------
         compensation determined from time to time by the Administrator in its
         sole discretion to be eligible to be taken into account under the Plan,
         provided that no such determination shall include or exclude any type
         or amount of compensation contrary to the requirements of Section 423
         of the Code and any regulations promulgated thereunder.

2.11     "Eligible Employee" means all employees of the Company and its
         -------------------
         Subsidiaries that have been designated as eligible to participate in
         the Plan pursuant to and in accordance with rules prescribed


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         by the Administrator from time to time, which rules, however, shall
         neither permit nor deny participation in the Plan contrary to the
         requirements of the Code (including, but not limited to, Section
         423(b)(3), (4), (5), and (8) thereof) and the regulations promulgated
         thereunder.

2.12     "Fair Market Value" means the average of the high and low sales prices
         -------------------
         of a share of Common Stock as reported on the New York Stock Exchange
         Composite Tape on the date in question or, if the Common Stock shall
         not have been traded on such date, the average of the high and low
         sales prices on the first day prior thereto on which the Common Stock
         was so traded or, if the Common Stock was not so traded, such other
         amount as may be determined by the Board of Directors in its sole
         discretion.

2.13     "Investment Date" means for each Eligible Employee, each date on which
         -----------------
         he receives his Eligible Compensation in each Plan Year, or such other
         dates as may be determined by the Board of Directors in its sole
         discretion.

2.14     "Participant" means an Eligible Employee who has met the requirements
         -------------
         of Section 3 and has elected to participate in the Plan pursuant to
         Section 4.1.

2.15     "Payroll Deduction Account" means the bookkeeping entry established by
         ---------------------------
         the Company for each Participant pursuant to Section 4.3.

2.16     "Plan" means the Morgan Stanley Dean Witter & Co. Employee Stock
         ------
         Purchase Plan as set forth herein and as amended from time to time.

2.17     "Plan Year" means a calendar year.
          ---------

2.18     "Retirement" means retirement as defined by any qualified or
         ------------
         non-qualified defined benefit plan sponsored by the Company or a
         Subsidiary in which an Eligible Employee is a participant on the date
         such Eligible Employee terminates employment with the Company or any
         Subsidiary.

2.19     "Subsidiary" means any corporation designated by the Administrator
         ------------
         which constitutes a "subsidiary" of the Company, within the meaning of
         Code Section 424(f).


SECTION 3 - ELIGIBILITY
-----------------------

3.1      General Rule. Subject to Section 3.3, each Eligible Employee shall be
         ------------
         eligible to participate in the Plan beginning on the later of (i) the
         Eligible Employee's date of hire by the Company or any Subsidiary and
         (ii) the date such employee becomes an Eligible Employee.

3.2      Leave of Absence. Unless the Administrator otherwise determines, a
         ----------------
         Participant on a paid leave of absence shall continue to be a
         Participant in the Plan so long as such Participant is on such paid
         leave of absence. Unless otherwise determined by the Administrator, a
         Participant on an unpaid leave of absence shall not be entitled to
         participate in any offering commencing after such unpaid leave has
         begun but shall not be deemed to have terminated employment for
         purposes of the Plan. A Participant who, upon failing to return to work
         following a leave of absence, is deemed not to be an employee, shall
         not be entitled to participate in any offering commencing after such
         termination of employment, and such Participant's Payroll Deduction
         Account shall be paid out in accordance with Section 6.2.

3.3      Common Stock Account. As a condition to participation in this Plan,
         --------------------
         each Eligible Employee shall be required to hold shares purchased
         hereunder in a Common Stock Account and such employee's decision to
         participate in the Plan shall constitute the appointment of the
         Custodian as custodial agent for the purpose of holding such shares.
         Such Common Stock Account will be


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         governed by, and subject to, the terms and conditions hereof and of a
         written agreement between the Company and the Custodian.


SECTION 4 - PARTICIPATION AND PAYROLL DEDUCTIONS
------------------------------------------------

4.1     Enrollment. Each Eligible Employee may elect to participate in the Plan
        ----------
        for a Plan Year by completing a Company-specified enrollment process.
        Upon completing the enrollment process, an Eligible Employee shall
        commence participation in the Plan on the next practicable Investment
        Date. Each Eligible Employee shall be advised of the purchase price
        (expressed as a percentage of Fair Market Value) determined under
        Section 5.2(b) before enrolling in the Plan.

4.2     Amount of Deduction. When enrolling, the Eligible Employee shall specify
        -------------------
        a payroll deduction amount of a percentage (in whole numbers) of
        Eligible Compensation which shall be withheld from such Eligible
        Employee's regular paychecks, including bonus paychecks, for the Plan
        Year, provided, however, that the Administrator may determine and
              -----------------
        specify, from time to time, (i) the range of permissible percentages of
        Eligible Compensation an Eligible Employee may specify to be withheld
        and (ii) the maximum amount, if any, of Eligible Compensation that may
        be deducted for an Eligible Employee in any Plan Year, and provided
        further, that no such determination shall be contrary to the
        requirements of Code Section 423 and the regulations promulgated
        thereunder. The Administrator, in its sole discretion, may authorize
        payment in respect of any option exercised hereunder by personal check.

4.3     Payroll Deduction Accounts. Each Participant's payroll deduction shall
        --------------------------
        be credited, as soon as practicable following the relevant pay date, to
        a Payroll Deduction Account, pending the purchase of Common Stock in
        accordance with the provisions of the Plan. All such amounts shall be
        assets of the Company and may be used by the Company for any corporate
        purpose. No interest shall accrue or be paid on amounts credited to a
        Payroll Deduction Account.

4.4     Subsequent Plan Years. Unless otherwise specified prior to the beginning
        ---------------------
        of any Plan Year by completing a Company-specified process, a
        Participant shall be deemed to have elected to participate in each
        subsequent Plan Year for which the Participant is eligible to the same
        extent and in the same manner as at the end of the prior Plan Year.

4.5     Changes in Participation.
        ------------------------

         (a)      At any time during a Plan Year, a Participant may cease
                  participation in the Plan by completing a Company-specified
                  process. Such cessation will become effective as soon as
                  practicable following completion of such process, whereupon no
                  further payroll deductions will be made and the Company shall
                  pay to such Participant an amount equal to the balance in the
                  Participant's Payroll Deduction Account as soon as practicable
                  thereafter. To the extent then an Eligible Employee, any
                  Participant who ceased to participate may elect to participate
                  again as of any subsequent Investment Date in any calendar
                  quarter after the quarter in which such Participant ceased to
                  participate.

         (b)      At any time during a Plan Year (but not more than once in any
                  calendar quarter), a Participant may increase or decrease the
                  percentage of Eligible Compensation subject to payroll
                  deduction within the limits approved by the Administrator
                  pursuant to Section 4.2 by completing a Company-specified
                  process. Such increase or decrease shall become effective with
                  the first pay period following the completion of such process
                  to which it may be practically applied. Notwithstanding any
                  increase in the percentage of Eligible Compensation subject to
                  pay deduction pursuant to this Section 4.5(b), in no event may
                  the amount of Eligible Compensation deducted for an Eligible
                  Employee for any Plan Year exceed the maximum amount
                  authorized to be deducted pursuant to Section 4.2.

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         (c)      Notwithstanding anything herein to the contrary, in the event
                  the Board of Directors determines under Section 5.2(b) to
                  change the purchase price of a share of Common Stock, each
                  Participant shall be advised in advance of the effective date
                  of such change and afforded the opportunity to make a change
                  in participation under Section 4.5(a) or 4.5(b) before such
                  change in the purchase price takes effect.


         SECTION 5 - OFFERINGS
         ---------------------

5.1      Maximum Number of Shares. The Plan will be implemented by making
         ------------------------
         offerings of Common Stock on each Investment Date until the maximum
         number of shares of Common Stock available under the Plan have been
         issued pursuant to the exercise of options.

5.2      Grant and Exercise of Options
         -----------------------------

         (a)      Subject to Section 5.3, on each Investment Date, each
                  Participant shall be deemed, subject to Section 5.4, to have
                  been granted an option to purchase, and shall be deemed,
                  without any further action, to have exercised such option and
                  purchased the number of shares of Common Stock determined by
                  dividing the amount credited to the Participant's Payroll
                  Deduction Account on such date by the purchase price (as
                  determined in paragraph (b) below). All such shares shall be
                  credited to the Participant's Common Stock Account.

         (b)      The purchase price for each share of Common Stock shall be
                  expressed as a percentage of Fair Market Value on the
                  Investment Date and shall be determined from time to time by
                  the Board of Directors, but in no event shall such purchase
                  price be less than 85 percent of the Fair Market Value of such
                  share on the Investment Date.

5.3      Oversubscription of Shares. If the total number of shares for which
         --------------------------
         options are exercised on any Investment Date exceeds the maximum number
         of shares available for the applicable offering, the Company shall make
         an allocation of the shares available for delivery and distribution
         among the Participants in as nearly a uniform manner as shall be
         practicable, and the balance of all amounts credited to the Payroll
         Deduction Accounts shall be applied to the next offering.

5.4      Limitations on Grant and Exercise of Options
         --------------------------------------------

         (a)      No option granted under this Plan shall permit a Participant
                  to purchase stock under all employee stock purchase plans (as
                  defined by Code Section 423(b)) of the Company and any
                  Subsidiary in an amount which, in the aggregate, would exceed
                  $25,000 based on the Fair Market Value of such stock
                  (determined at the time the option is granted) for each
                  calendar year in which the option is outstanding at any time.

         (b)      No employee who would own, immediately after the option is
                  granted, stock possessing five percent (5%) or more of the
                  total combined voting power or value of all classes of stock
                  of the Company or any Subsidiary (a "5% Owner") shall be
                  granted an option. For purposes of determining whether an
                  employee is a 5% Owner, the rules of Code Section 424(d) shall
                  apply in determining the stock ownership of an individual and
                  stock which the employee may purchase under outstanding
                  options shall be treated as stock owned by the employee.


SECTION 6 - DISTRIBUTIONS OF COMMON STOCK ACCOUNT
-------------------------------------------------

6.1      Restrictions on Distributions. Shares of Common Stock purchased
---      -----------------------------
         hereunder (other than shares of Common Stock acquired upon the
         automatic investment of dividends pursuant to Section 7) cannot be
         withdrawn from the Plan by a Participant, or a former Participant who
         has terminated employment with the Company and its Subsidiaries, for a
         period of 24 months immediately


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         following the Investment Date on which such shares were purchased,
         unless otherwise determined by the Company consistent with the
         requirements of Section 423 of the Code.

6.2      Termination of Employment. If a Participant's employment with the
         -------------------------
         Company and its Subsidiaries terminates for any reason during a Plan
         Year, shares credited to the Participant's Common Stock Account may be
         withdrawn by the Participant from the Plan, subject to the provisions
         of Section 6.1, or may be sold by the Participant through the Plan.
         Shares not otherwise withdrawn from or sold through the Plan will be
         distributed to the Participant as soon as practicable following the
         expiration of a 24 month period beginning on the Investment Date on
         which the last share was purchased under the Plan.

6.3      During Employment. Prior to the Participant's termination of employment
         -----------------
         with the Company and its Subsidiaries, a Participant may withdraw some
         or all of the whole shares credited to the Participant's Common Stock
         Account, subject to the provisions of Section 6.1, or may sell through
         the Plan some or all of the whole shares credited to the Participant's
         Common Stock Account, subject to the provisions of Section 10.3.

6.4      Sales through the Plan. Subject to the provisions of Section 10.3, a
         ----------------------
         Participant or a former Participant who has terminated employment with
         the Company and its Subsidiaries may sell his shares of Common Stock
         acquired under the Plan pursuant to procedures established from time to
         time by the Administrator.

6.5.     Death. If, pursuant to Section 12.5, the Company is maintaining
         -----
         procedures pursuant to which a Participant may designate a Beneficiary,
         then in the event of a Participant's death, all shares credited to the
         Participant's Common Stock Account and any amount credited to the
         Participant's Payroll Deduction Account shall be distributed to the
         Participant's Beneficiary or, if no Beneficiary has been so designated
         or if the Company is not maintaining procedures pursuant to Section
         12.5 pursuant to which a Participant may designate a Beneficiary, to
         the Participant's estate, as soon as practicable after the Company
         receives notice of the Participant's death.


SECTION 7 - DIVIDENDS ON SHARES
-------------------------------

All cash dividends paid with respect to shares of Common Stock held in a
participant's Common Stock Account shall be invested automatically in shares of
Common Stock purchased at 100 percent of Fair Market Value on the date such
dividend is paid. All non-cash distributions paid on Common Stock held in a
Participant's Common Stock Account shall be paid to the Participant as soon as
practicable.


SECTION 8 - RIGHTS AS A STOCKHOLDER
-----------------------------------

When a Participant purchases Common Stock pursuant to the Plan or when Common
Stock is credited to a Participant's Common Stock Account, subject to the
restrictions set forth in Sections 6 and 10.3, the Participant shall have all of
the rights and privileges of a stockholder of the Company with respect to the
shares so purchased or credited, whether or not certificates representing shares
shall have been issued.


SECTION 9 - OPTIONS NOT TRANSFERABLE
------------------------------------

Neither a Participant's Payroll Deduction Account nor any options granted under
the Plan to a Participant may be transferred, pledged or otherwise disposed of
in any way (other than by will or the laws of descent and distribution) by a
Participant and such options are exercisable during the Participant's lifetime
only by the Participant. Any attempt at such assignment, transfer, pledge or
other disposition shall be without effect.


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SECTION 10 - COMMON STOCK
-------------------------

10.1     Reserved Shares. There shall be reserved for issuance and purchase
         ---------------
         under the Plan an aggregate of 25,404,187 shares of Common Stock (as of
         October 31, 1999), subject to adjustment as provided in Section 11.
         Shares subject to the Plan may be shares now or hereafter authorized
         but unissued, treasury shares, or both.

10.2     Restrictions on Exercise. In its sole discretion, the Board of
         ------------------------
         Directors may require as conditions to the exercise of any option that
         shares of Common Stock reserved for issuance upon the exercise of an
         option shall have been duly listed on any recognized national
         securities exchange, and that either a registration statement under the
         Securities Act of 1933, as amended, with respect to said shares shall
         be effective, or the Participant shall have represented at the time of
         purchase, in form and substance satisfactory to the Company, that it is
         the Participant's intention to purchase the shares for investment only
         and not for resale or distribution.

10.3     Restriction on Sale. Shares of Common Stock purchased hereunder (other
         -------------------
         than shares of Common Stock acquired upon the automatic investment of
         dividends pursuant to Section 7) shall not be transferable by a
         Participant for a period of 12 months immediately following the
         Investment Date on which such shares were purchased.


SECTION 11 - ADJUSTMENT UPON CHANGES IN CAPITALIZATION
------------------------------------------------------

In the event of a subdivision or consolidation of the outstanding shares of
Common Stock, or the payment of a stock dividend thereon, the number of shares
reserved or authorized to be reserved under this Plan shall be increased or
decreased, as the case may be, proportionately, and such other adjustments shall
be made as may be deemed necessary or equitable by the Board of Directors. In
the event of any other change affecting the Common Stock, such adjustments shall
be made as may be deemed equitable by the Board of Directors, in its sole
discretion, to give proper effect to such event, subject to the limitations of
Code Section 424.


SECTION 12 - ADMINISTRATION
---------------------------

12.1     The Plan shall be administered by the Board of Directors, which may to
         the extent permitted by law, but need not, delegate some or all of its
         authority under the Plan to an Administrator. Any delegation hereunder
         shall be subject to the restrictions and limits that the Board of
         Directors specifies at the time of such delegation or thereafter.
         Nothing in the Plan shall be construed as obligating the Board of
         Directors to delegate authority under this Plan, and the Board of
         Directors may at any time rescind the authority delegated to an
         Administrator appointed hereunder or appoint a new Administrator. At
         all times, an Administrator appointed under this Section 12.1 shall
         serve in such capacity at the pleasure of the Board of Directors.

12.2     The Board of Directors (and the Administrator, to the extent that the
         Board of Directors delegates its authority under the Plan pursuant to
         Section 12.1) shall have full power and authority to construe and
         interpret the Plan, to prescribe, amend and rescind rules and
         regulations relating to it, and to make all other determinations
         necessary or advisable in administering the Plan. All determinations by
         the Board of Directors (or the Administrator, as the case may be) in
         carrying out and administering the Plan and in construing and
         interpreting the Plan shall be final, binding and conclusive for all
         purposes and upon all persons interested. In the event of any
         disagreement between the Board of Directors and the Administrator, the
         Board of Director's determination on such matter shall be final and
         binding on all interested persons, including the Administrator.

12.3     No member of the Board of Directors or the Administrator shall be
         liable for anything whatsoever in connection with the administration of
         the Plan except such person's own willful misconduct. Under no
         circumstances shall any member of the Board of Directors or the
         Administrator be liable for any act or omission of any other member of
         the Board of Directors or the Administrator. In the performance of its
         functions with respect to the Plan, the Board of Directors and the
         Administrator shall be entitled to rely upon information and advice
         furnished by the Company's officers, the


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         Company's accountants, the Company's counsel and any other party the
         Board of Directors or the Administrator deems necessary, and no member
         of the Board of Directors or the Administrator shall be liable for any
         action taken or not taken in reliance upon any such advice.

12.4     The Company shall pay all the costs of administration of the Plan.

12.5     The Company may maintain procedures pursuant to which a Participant may
         designate a Beneficiary.

12.6     Notwithstanding the provisions of Section 12.2, the Board of Directors
         (or any duly appointed Administrator) may establish procedures from
         time to time relating to the review and determination of claims for
         benefits under the Plan. Such claims procedures may include appointment
         of one or more committees, which may be composed of such officers of
         the Company or other individuals as the Board of Directors (or
         Administrator, as the case may be) shall determine, to act with respect
         to any claim for benefits under the Plan. Any such committee shall have
         such authority as is determined by the Board of Directors (or
         Administrator, as the case may be), which may include the exclusive
         discretionary right to interpret the Plan, including those provisions
         arising under or in connection with the administration of the Plan,
         including without limitation, the authority to make factual
         determinations.


SECTION 13 - AMENDMENT AND TERMINATION
--------------------------------------

13.1     Amendment. Subject to the provisions of Code Section 423, the Board of
         ---------
         Directors may amend the Plan in any respect; provided, however, that
         the Plan may not be amended in any manner that will retroactively
         impair or otherwise adversely affect the rights of any person to
         benefits under the Plan which have accrued prior to the date of such
         action.

13.2     Termination. The Plan will terminate on the Investment Date that
         -----------
         Participants become entitled to purchase a number of shares greater
         than the number of shares remaining available for purchase. In
         addition, the Plan may be terminated at any prior time, at the sole
         discretion of the Board of Directors.


SECTION 14 - GOVERNMENTAL AND OTHER REGULATIONS
-----------------------------------------------

The Plan and the grant and exercise of options to purchase shares hereunder, and
the Company's obligation to sell and deliver shares upon the exercise of options
to purchase shares, shall be subject to all applicable Federal, state and
foreign laws, rules and regulations, and to such approvals by any regulatory or
governmental agency as, in the opinion of counsel to the Company, may be
required.


SECTION 15 - NO EMPLOYMENT RIGHTS
---------------------------------

The Plan does not create, directly or indirectly, any right for the benefit of
any employee or class of employees to purchase any shares from the Company
(other than as expressly provided in, and subject to the terms and conditions
of, the Plan), or create in any employee or class of employees any right with
respect to continuation of employment by the Company or any Subsidiary, and it
shall not be deemed to interfere in any way with the Company's or any
Subsidiary's right to terminate, or otherwise modify, an employee's employment
at any time.


SECTION 16 - WITHHOLDING
------------------------

As a condition to receiving shares hereunder, the Company may require the
Participant to make a cash payment to the Company of, or the Company may
withhold from any shares distributable under the Plan, an amount necessary to
satisfy all Federal, state, city or other taxes required to be withheld in
respect of such payments pursuant to any law or governmental regulation or
ruling.

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SECTION 17 - OFFSETS
--------------------

To the extent permitted by law, the Company shall have the absolute right to
withhold any amounts payable to any Participant under the terms of the Plan to
the extent of any amount owed for any reason by such Participant to the Company
or any Subsidiary and to set off and apply the amounts so withheld to payment of
any such amount owed to the Company or any Subsidiary, whether or not such
amount shall then be immediately due and payable and in such order or priority
as among such amounts owed as the Company, in its sole discretion, shall
determine.


SECTION 18 - NOTICES, ETC.
--------------------------

All elections, designations, requests, notices, instructions and other
communications from a Participant to the Administrator or the Company required
or permitted under the Plan shall be in Company-specified form, and if required
to be in writing shall be mailed by first-class mail or delivered to such
Company-specified location and shall be deemed to have been given and delivered
only upon actual receipt thereof at such location.


SECTION 19 - CAPTIONS, ETC.
---------------------------

The captions of the sections and paragraphs of this Plan have been inserted
solely as a matter of convenience and in no way define or limit the scope or
intent of any provision of the Plan. References to sections herein are to the
specified sections of this Plan unless another reference is specifically stated.
Wherever used herein, a singular number shall be deemed to include the plural
unless a different meaning is required by the context.


SECTION 20 - EFFECT OF PLAN
---------------------------

The provisions of the Plan shall be binding upon, and inure to the benefit of,
all successors of the Company and each Participant, including, without
limitation, such Participant's estate and the executors, administrators or
trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy or
representative of creditors of such Participant.


SECTION 21 - GOVERNING LAW
--------------------------

The internal laws of the State of New York shall govern all matters relating to
this Plan except to the extent superseded by the laws of the United States.

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