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                                                                    EXHIBIT 10.3

                    AMENDMENT TO DEFERRED PROFIT SHARING PLAN
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         Morgan Stanley & Co. Incorporated (the "Corporation") hereby amends the
Morgan Stanley & Co. Incorporated Deferred Profit Sharing Plan, as amended (the
"DPSP"), as follows:

         1. Effective January 1, 2001, the definition of "Above-Base
Compensation" in Section 1.1 of the DPSP shall be amended to read as follows:

         "1.1.  "Above-Base Compensation" shall mean:

          "(a)   Discretionary Bonuses (in the year paid);
          "(b)   Monthly Commissions (in the year paid); and
          "(c)   For periods on or after January 1, 2001, amounts
                 characterized by an Employer as retroactive corrective
                 payments (in the year paid) to the extent that such payments
                 would have been considered Above-Base Compensation at the
                 time the services relating to such amounts were rendered."

         2. Effective January 1, 2001, the definition of "Base Salary" in
Section 1.6 of the DPSP shall be amended by deleting the words "or Affiliate"
from the phrase "Employer or Affiliate" in the first sentence thereof.

         3. Effective January 1, 2001, the definition of "Base Salary" in
Section 1.6 of the DPSP shall be amended by adding the following immediately
after the first sentence thereof:

         "Base Salary shall include amounts deferred or contributed to a plan by
         a Participant pursuant to Code section 125, 132(f)(4) or 401(k) to the
         extent that such amounts would have otherwise been Base Salary.
         Effective for periods on or after January 1, 2001, solely for purposes
         of Pre-Tax Deferral Contributions and not for purposes of Firm
         Contributions, Base Salary shall also include overtime pay, night
         premiums, and retroactive corrective payments (in the year paid) to the
         extent that such payments would have been considered Base Salary at the
         time the services relating to such amounts were rendered; in each case,
         that are received by an Employee during any year from an Employer."

         4. Effective January 1, 2001, the definition of "Compensation" in
Section 1.10 of the DPSP shall be amended by adding the following immediately
after the first sentence thereof:

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         "Compensation shall not include compensation that is deferred by a
         Participant pursuant to a plan or arrangement with an Employer (other
         than this Plan) either in the year deferred or in the year paid;
         provided, however, that Compensation shall include amounts that would
         otherwise constitute Compensation that are deferred or contributed to a
         plan by a Participant pursuant to Code section 125, 132(f)(4) or
         401(k)."

         5. Effective October 1, 2001, the definition of "Employee" in Section
1.15 of the DPSP shall be further amended by adding the following new paragraph
to the end thereof:

                  "Notwithstanding the foregoing, any person who is an employee
         of both an Employer and an Affiliate that has adopted a funded defined
         contribution plan other than the Plan or the ESOP for the same period
         of service shall be considered an Employee only if (i) the business
         unit in which he is employed performs a greater amount of services for
         such Employer than for such Affiliate or (ii) he has been designated by
         the Committee as an Employee."

         6. Effective October 1, 2001, Sections 1.6 and 1.45 of the DPSP shall
be amended by replacing all references to "the last sentence of Section 1.15"
therein to "the last sentence of the first paragraph of Section 1.15."

         7. Effective October 1, 2001, Section 1.16 of the DPSP shall be amended
by adding the following sentence after the first sentence:

         "An Affiliate that is not otherwise a participating Employer but that
         is the employer of an Employee described in the second paragraph of
         Section 1.15, shall become a participating Employer in accordance with
         the first sentence hereof, but only with respect to such Employee."

         8. Effective October 1, 2001, a new Section 2.3 shall be added to the
DPSP to read as follows:

                  "2.3 Non-Duplication of Benefits. In no event shall an
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         Employee be eligible to make or receive contributions hereunder based
         on base salary, bonuses, commissions or other forms of compensation
         with respect to which the Employee is making or receiving contributions
         (whether or not vested) under another funded defined contribution plan
         maintained by an Affiliate, other than the ESOP."

         9. Effective October 1, 2001, Section 3.5(d)(1)(B) shall be amended to
insert "132(f)(4)," after "125," and before "402(e)(3)" where such terms appear.

         10. Effective January 1, 2001, the second sentence of Section 6.1 of
the DPSP shall be amended to read as follows:

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                  "Except as otherwise provided under Section 6.3, withdrawals
         in respect of Voluntary Contributions, when aggregated with all other
         withdrawals under Sections 6.2 and 6.3, shall be limited to two per
         calendar year."

         11. Effective January 1, 2001, the second sentence of Section 6.2 of
the DPSP is amended to read as follows:

                   "Except as otherwise provided under Section 6.3, withdrawals
         in respect of Tax Deductible Contributions, when aggregated with all
         other withdrawals under Sections 6.1 and 6.3, shall be limited to two
         per calendar year.

         12. Effective January 1, 2001, the first paragraph of Section 6.3 of
the DPSP shall be amended by adding the following sentence to the end thereto:

                 "Notwithstanding the foregoing sentence, a Participant may make
         more than two withdrawals in a calendar year if, after electing two
         partial withdrawals in a calendar year, the Participant elects a lump
         sum distribution of the total value of his interest in the Trust Fund."

         13. Effective October 1, 2001, Section 7.4(c) of the DPSP shall be
amended to read as follows:

                  "(c) In accordance with procedures established by the
         Administrative Committee or its delegate, each Participant may instruct
         the Trustee as to how the MWD Stock held in the Morgan Stanley Dean
         Witter Stock Fund on behalf of the Participant shall be voted or
         tendered. The Trustee shall hold all such instructions in confidence.
         The Trustee shall vote or tender all shares of MWD Stock for which
         proper instructions have been received in accordance with such
         instructions and shall vote or tender all MWD Stock as to which no
         proper instructions are received in proportion to MWD Stock for which
         proper instructions have been received."

         14. Effective October 1, 2001, Section 10.1(a) of the DPSP shall be
amended by adding the following to the end thereof:

         "Notwithstanding the foregoing sentence, a Participant may receive more
         than two distributions in a calendar year if, after electing two
         partial distributions in a calendar year, the Participant elects a
         final lump sum distribution of the total value of his interest in the
         Trust Fund."

         15. Effective January 1, 2002, the second sentence of Section 10.1(d)
of the DPSP shall be amended to read as follows:


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                  "Effective January 1, 1997, a former Employee who has made an
         election to defer the commencement of receipt of his interest in the
         Trust Fund pursuant to this Subsection 10.1(d) may make an election to
         receive a lump sum distribution of any portion of the Value of such
         Participant's non-forfeitable interest in the Trust Fund at any time,
         which lump sum shall be payable as soon as practicable after the
         Valuation Date, and shall continue to defer the commencement of receipt
         for the remainder of his interest in the Trust Fund until the time
         specified in Subsection 10.6(b); provided, however, that on and after
         January 1, 2002, a Former Participant may not receive more than two
         partial distributions in any calendar year under this Section 10.1(d).
         Notwithstanding the proviso of the foregoing sentence, a Participant
         may receive more than two distributions in a calendar year if, after
         electing two partial distributions in a calendar year, the Participant
         elects a final lump sum distribution of the total value of his interest
         in the Trust Fund."

         16. Effective October 1, 2001, Section 10.3 of the DPSP shall be
amended by adding the following to the end thereof:

         "Notwithstanding the foregoing, a Participant may receive more than two
         distributions in a calendar year if, after electing two partial
         distributions in a calendar year, the Participant elects a final lump
         sum distribution of the total value of his interest in the Trust Fund."

         17. Effective January 1, 2002, Section 10.6 of the DPSP shall be
amended by adding the following to the end thereof:

                  "(d) Effective January 1, 2002, the following rules shall
         govern the payment of the annual amount of the minimum required
         distribution under Section 10.6(b) to a Participant who has not
         terminated from Service. The minimum required payment for a Year
         subsequent to the Year in which payment commenced pursuant to Section
         10.6(b) shall be made only if the Participant elects at the time and in
         such manner prescribed by the Administrative Committee 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 11.6."

         18. Effective October 1, 2001, Section 11.5 of the DPSP shall be
amended to read as follows:

                   "11.5. Power to Interpret. The Committee shall have the
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         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

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         provided in Section 11.11(a), to direct disbursements by the Trustee
         and to exercise the other rights and powers specified herein."

         19. Effective October 1, 2001, Section 11.11(a) of the DPSP shall be
amended by adding the following paragraph to the end thereof:

                  "The Committee shall have the authority to act with respect to
         any claim for benefits under the Plan. The Committee 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, including without
         limitation, the authority to make factual determinations. The Committee
         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 Committee 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 Committee hereunder shall be final and binding on
         all persons, other than the Hearing Panel established in accordance
         with Section 11.11(c) hereof."

         20. Effective October 1, 2001, Section 13.9 of the DPSP shall be
amended to read as follows:

                  "13.9 Expenses of Administration. The expenses of
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         administration of the Plan shall be paid by the Plan to the extent not
         paid by the Employers."

         21. Effective January 1, 2002, Appendix A of the DPSP shall be amended
by adding the following paragraph after the paragraph commencing with the phrase
"Furthermore, a participant in the Kearny Plans":

                  "Effective for annuity starting dates on or after January 1,
         2002, the benefit forms available under this Plan to any persons who
         were participants in the Kearny Plans as of December 31, 1998 shall be
         limited to the benefit forms that are available under Section 10 of the
         Plan and shall not include benefit forms that were formerly available
         under the Kearny Plans, except for any such benefit forms as may be
         required to be provided by law."

         22. Effective September 28, 2000, Appendix A of the DPSP shall be
amended by adding the following paragraph to the end thereof:

                  "Each former employee of Ansett Worldwide Aviation Services,
         Inc. ("AWAS, Inc.") who is employed by an Employer on or after
         September 28, 2000 will be deemed to have an Employment Commencement
         Date as of the date such employee's service with AWAS, Inc. commenced.
         As of September 28, 2000, an


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         Hour of Service as defined in Section 1.29 of the Plan shall include
         each hour for which an employee of AWAS, Inc. was paid, or entitled to
         payment, for the performance of services for AWAS, Inc. As of September
         28, 2000, the term Service as defined in Section 1.45 of the Plan shall
         also include all service with AWAS, Inc. prior to September 28, 2000."

                                * * * * * * * * *

         IN WITNESS WHEREOF, the Corporation has caused this Amendment to be
executed on its behalf as of the 4th day of October, 2001.

                                            MORGAN STANLEY & CO. INCORPORATED

                                            By:  /s/ Michael T. Cunningham
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