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                                                                    EXHIBIT 10.1






                           DEAN WITTER REYNOLDS INC.
                        BRANCH MANAGER COMPENSATION PLAN
                        [Amended as of December 9, 1999]


                                   SECTION I
                                  INTRODUCTION

The name of this Plan is the Dean Witter Reynolds Inc. Branch Manager
Compensation Plan (the "Plan"). The Plan was initially adopted for Fiscal Years
beginning with 1984; was amended and restated on December 23, 1985 retroactive
to 1984; was further amended as of December 8, 1986, January 1, 1988, December
23, 1990, and July 15, 1991; was amended and restated January 1, 1992; amended
and restated as of April 21, 1992, retroactive to January 1, 1992; amended and
restated effective October 1, 1993; amended effective January 1, 1994; amended
and restated effective January 1, 1994; amended and restated effective October
21, 1994; amended effective June 18, 1997; amended effective September 25, 1998;
amended effective September 21, 1999 and was amended effective December 9, 1999.


                                   SECTION II
                                PURPOSE OF PLAN

The purpose of the Plan is to retain and recruit key Branch Managers for Dean
Witter Reynolds Inc. by enabling them to accumulate significant net worth based
on the profitable management of Branch Offices of DWR.


                                  SECTION III
                                  DEFINITIONS

(a)  "Account" means a Branch Manager Compensation Plan Account maintained in a
     confidential ledger by DWR pursuant to Section VI of the Plan for each
     Participant in the Plan. MIC awards are also made under the Plan but
     Accounts are maintained only for Participants, i.e., those who get
     challenge or other awards.

(b)  "Financial Advisor" means an Employee performing the functions of that
     position for DWR.
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(c)  "Agreement" means a subordination agreement described in Section VIII and
     Appendix A.

(d)  "Board" means the Compensation Committee of the Board of Directors of DWR.

(e)  "Branch Office" means any branch office of DWR.

(f)  "Branch Manager" means an Employee performing the functions of that
     position for DWR. For purposes of this Plan, "Branch Manager" shall also
     mean a Satellite Manager, unless otherwise specified in the Plan.

(g)  "Disability" means termination of employment from DWR due to a medically
     determinable physical or mental incapacity which is reasonably expected to
     be of long-term duration or result in death. The determination of DWR shall
     be conclusive on all parties as to whether a Participant is Disabled.

(h)  "MWD" means Morgan Stanley Dean Witter & Co., a Delaware corporation.

(i)  "DWR" means Dean Witter Reynolds Inc., a Delaware corporation.

(j)  "Employee" means an employee of DWR.

(k)  "Fair Market Value" means:

     (1) for purposes of determining the number of shares of Stock to be
allocated pursuant to Section VII(b)(i) to a Deferred Bonus awarded pursuant to
Section V, the fair market value thereof as of the relevant date of
determination, as determined in accordance with a valuation methodology approved
by the Board of Directors of MWD or a committee thereof designated by such Board
of Directors (such Board of Directors or committee is hereinafter referred to as
the "MWD Committee"); and

     (2)  for purposes of crediting a Participant pursuant to Section
VII(b)(iii) with shares of Stock based upon cash dividends paid or deemed to be
paid on shares of Stock credited to the Participant as of the record date for
such dividends, the average of the high and low sales prices, regular way, of a
share of Stock as reported on the New York Stock Exchange Composite Tape (the
"High/Low Price") on the relevant dividend payment date, or, if Stock is not
traded on public markets on the relevant dividend payment date, the first
preceding date on which Stock is traded on public markets; provided, however,
that in the event a "Fair Market Value" cannot be determined pursuant to the
foregoing, the fair market value thereof as of the relevant date of
determination, as determined in accordance with a valuation methodology approved
by the MWD Committee; and

     (3)  for purposes of distributing cash in lieu of a fractional share
pursuant to Section VII(b)(i), the High/Low Price on the date of the
distribution, or, if Stock is not traded on public markets on the date of the
distribution, the first preceding date on which Stock is traded on public
markets; provided, however, that in the event a "Fair Market Value" cannot be
determined pursuant to the foregoing, the fair market value thereof as of the
relevant date of determination,

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as determined in accordance with a valuation methodology approved by the MWD
Committee; and

     (4)  for such other purposes as may arise in connection with the Plan, the
fair market value of a share of Stock as of the relevant date of determination,
as determined in accordance with a valuation methodology approved by the MWD
Committee.

(1)  "Fiscal Year" means the Fiscal Year of DWR.

(m)  "MIC" means the Branch Manager Management Incentive Compensation Plan.

(n)  "Net Income After Allocated Expense" means the Branch Office monthly gross
     revenue less all expenses charged to such Branch Office, both direct and
     allocated, before accrual of income taxes and the Branch Manager's MIC
     credit as reflected in the statements of revenue and expense prepared by
     DWR in accordance with its standard accounting practices.

(o)  "Non-Producing Branch Manager" means a Branch Manager who does not
     personally produce gross revenues for DWR through the sale of securities
     and other investments to clients of DWR.

(p)  "Office Gross Revenue" means the gross revenue generated in a Fiscal Year
     by a Branch Office as reflected in the statements of revenue and expense
     prepared by DWR in accordance with its standard accounting practices.

(q)  "Participant" means a Branch Manager to whom a Challenge Bonus has been
     awarded or to whom another deferred bonus has been awarded, pursuant to
     Section V.

(r)  "Producing Branch Manager" means a Branch Manager who personally produces
     gross revenues for DWR through the sale of securities and other investments
     to clients of DWR.

(s)  "Profit Margin" means the Branch Office Net Income After Allocated Expense
     divided by the Branch Office Total Gross Income.


(t)  "Regional Director" means an Employee performing the functions of that
     position for DWR.

(u)  "Retirement" means termination of employment from DWR (i) after attaining
     age 65, (ii) as defined in the Dean Witter Reynolds Inc. Pension Plan
     whether or not the individual is a participant therein, or (iii) as
     otherwise specified by written agreement between DWR and a Branch Manager.

(v)  "Stock" means the common stock of MWD, par value $.01 per share.

(w)  "Satellite Manager" means the manager of a satellite sales office of DWR.

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(x)  "Total Gross Income" means the monthly gross income generated by a Branch
     Office as reflected in the statements of revenue and expense prepared by
     DWR in accordance with its standard accounting practices.

(y)  "Valuation Date" means the last day of each Fiscal Year.

                                   SECTION IV
                                  ELIGIBILITY

All Branch Managers shall be eligible to participate in the Plan.

                                   SECTION V
                                  COMPENSATION

(a)  Salaries. Salary levels for Branch Managers shall be established each year
     by DWR in its sole discretion taking into account such factors as Office
     Gross Revenue for each Branch Manager's respective Branch Office and/or
     such other factors as DWR may determine. The criteria for determining
     Branch Manager salaries on an annual basis may be the same or different for
     Non-Producing Branch Managers, Producing Branch Managers and/or Satellite
     Managers. Salaries shall be paid in cash on a periodic basis throughout
     each Fiscal Year. Salary payments will cease immediately upon termination
     of employment.

(b)  MIC Award. Branch Managers shall be eligible for an MIC award to be based
     on a formula which shall be determined by the Board from time to time. A
     Branch Manager's MIC award shall be based on the monthly Profit Margin of
     his or her respective Branch Office. However, in the event of a Branch
     Office loss, such loss shall be carried forward to succeeding months and
     shall be used to reduce the monthly Profit Margin in such succeeding months
     in calculating MIC until such losses shall have been offset in whole by the
     Branch Office's Profit Margins in successive months of the same Fiscal
     Year. The amount of any Branch Manager's MIC award may be increased at any
     time by DWR in its sole discretion. MIC award payments shall be paid in
     cash.

(c)  Challenge Bonuses.

     (1) Branch Managers shall also be eligible for an additional "Challenge
Bonus." The Challenge Bonus will be based on the achievement of challenge goals
agreed to between each Branch Manager and his or her Regional Director at the
beginning of each Fiscal Year. The Regional Director shall establish a Target
Challenge Bonus for a Branch Manager at such time as challenge goals are agreed
to with each Branch Manager.

     (2) The Board, in its sole discretion, shall determine whether a Branch
Manager has achieved and/or exceeded the challenge goals agreed on by the Branch
Manager and Regional Director. If the Board determines that a Branch Manager has
exceeded the challenge goals agreed to between the Branch Manager and the
Regional Director, it may award a Challenge Bonus up to two times the target
Challenge Bonus. If a Branch Manager has not

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achieved the challenge goals for a Fiscal Year agreed to between the Branch
Manager and the Regional Director, the Branch Manager may receive a Challenge
Bonus that is less than the target Challenge Bonus, in an amount determined
solely by the Board.

     (3) DWR shall pay 80% of the Challenge Bonus in cash as soon as practicable
following the end of the Fiscal Year in which a Challenge Bonus is earned. The
remaining 20% (the "Deferred Bonus"), will be paid in the form of shares of
common stock of MWD, par value $.01 per share ("Stock") in accordance with
Section VII and subject to Appendix A.

(d)  Other Deferred Bonus Awards. At the beginning of any Fiscal Year, the Board
     may establish any other criteria which will entitle a Branch Manager to
     receive a deferred bonus award under the Plan for that or any one or more
     succeeding Fiscal Years. A Branch Manager who achieves such other criteria
     in a Fiscal Year shall receive an award for that Fiscal Year. Any deferred
     bonus awards made pursuant to this paragraph shall be made subject to the
     same terms and conditions as the deferred portion of a Challenge Bonus
     Award made under Section V(c)(3) and shall be Payment Obligations for
     purposes of Section VIII except that the Board may in its sole discretion,
     elect not to credit deferred bonus awards made pursuant to this subsection
     with the annual increments described in Section VI(c).

(e)  The MWD Committee, may, in its discretion from time to time, make to an
     individual, in consideration of such individual becoming (and remaining for
     such period of time, if any, as the MWD Committee determines) a Branch
     Manager and such other consideration, if any, as the MWD Committee
     determines, an award of Stock on such terms and conditions as the MWD
     Committee may determine, which terms and conditions need not be uniform
     with the terms and conditions of Section VI, VII or VIII hereof, but which
     shall be set forth in a written award certificate or award agreement
     delivered or made available by DWR to the individual as soon as practicable
     following the date of the award. Awards of Stock under this Section V(e)
     shall be satisfied only out of shares held in treasury and not out of
     authorized but unissued shares.

                                   SECTION VI
                            ACCOUNTS - ESCROW AGENT

(a)  A separate Account shall be maintained by DWR for each Participant in a
     confidential ledger for each Fiscal Year. Each such Account shall be
     credited with such deferred bonuses as may be awarded to the Participant
     pursuant to Section V of the Plan. Each such Account shall be decreased by
     any (i) payments of deferred awards, or (ii) forfeitures of deferred awards
     pursuant to Section VII.

(b)  Within a reasonable time after the end of each Fiscal Year the Controller
     of DWR shall give each Participant a written report of the status of such
     Participant's Account under the Plan, including the value thereof. For each
     Fiscal Year, Accounts shall be valued as of the Valuation Date.

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(c)  As a condition to participation in this Plan, each eligible Employee shall
     be required to hold restricted Stock awards hereunder in an escrow account
     and such Employee's decision to participate in the Plan shall constitute
     the appointment of Morgan Stanley Dean Witter Trust FSB, or such other
     custodian as DWR shall designate (the "Custodian"), as the custodial agent
     for the purpose of holding such Stock. Such escrow account will be governed
     by and subject to the terms and conditions of a written agreement with the
     Custodian.

                                  SECTION VII
                                 AWARD PAYMENTS

(a)  In order to be entitled to any payment of compensation an Employee must be
     employed by DWR on the date such compensation is paid. If any Employee
     terminates employment after any MIC, bonus or other compensation is or
     becomes determinable but before actual payment of such MIC, bonus, or other
     compensation is paid by DWR in the normal course of business, the Employee
     shall not be entitled to receive any such payment. Notwithstanding the
     foregoing, in the event of the death or Disability of an Employee,
     compensation, including MIC and other bonuses under this Plan, which is
     determinable as of the last day of employment, shall be paid to the
     Employee or the Employee's representative at the times specified herein for
     the payment of such compensation.

(b)  (i) Deferred Bonuses will be paid in the form of Stock, payable as soon as
practicable following the close of the Fiscal Year for which the award is made.
For purposes of determining the number of shares of Stock that constitutes a
Deferred Bonus, the Stock may be valued at a discount, determined by the MWD
Committee, from Fair Market Value. Deferred bonuses under Section V(d) may be
paid in cash or in Stock as determined by the Compensation Committee of the
Board of Directors of DWR. The number of shares of Stock payable with respect to
a Deferred Bonus shall be calculated by reference to the amount of the Deferred
Bonus determined under Section V. Payments to Participants of Deferred Bonuses
made in the form of Stock shall be made in the form of a certificate for whole
shares and cash in lieu of any fractional share. A Participant on a leave of
absence approved by DWR or who is absent due to disability on the date payment
is made shall not be entitled to payment of such Deferred Bonus until the
Participant returns to DWR following completion of such leave of absence or
disability.

     (ii) Stock awarded with respect to a Fiscal Year shall vest four years and
three months following the close of that Fiscal Year, provided that the
Participant's status as an Employee has not been terminated prior to such date.
Upon the Participant's termination of employment with DWR, all unvested Stock
shall be forfeited. Notwithstanding the foregoing, if a Participant terminates
employment with DWR due to Disability or Retirement, all of the Participant's
restricted Stock awards shall become vested in accordance with this Section VII
without regard to the Participant's termination of employment.  Notwithstanding
anything in this Plan to the contrary, upon a Participant's death, all of the
Participant's awards shall become vested immediately and payable as promptly as
practicable.

     (iii) A Participant may vote and receive dividends on any Stock awarded to
such Participant under Section VII(b)(i) or credited under this Section
VII(b)(iii); provided that all

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dividends on Stock (other than dividends payable in Stock) shall be reinvested
in shares of Stock at 100% of the Fair Market Value of Stock which shares shall
be credited to the Participant and held by the Custodian. All shares of Stock
received as a distribution with respect to Stock or acquired with reinvested
dividends hereunder shall be subject to the same restrictions as shares of Stock
on which such distribution or dividend is awarded.

(c)  Except as provided in Section VII(b), payments made hereunder shall be made
     in cash and shall not be eligible for rollover or transfer into other
     retirement or deferred compensation plans sponsored by DWR, MWD or any of
     their affiliates.

(d)  In the event a Participant terminates employment with DWR due to Disability
     or Retirement, the undistributed balance of the Participant's Account at
     the end of the Fiscal Year preceding the Participant's Disability or
     Retirement shall be paid to the Participant in the manner provided by this
     Section VII and to the extent permitted by Appendix A to the Plan.  In the
     event a Participant dies, the undistributed balance of the Participant's
     Account at the end of the Fiscal Year preceding the Participant's death
     shall be paid to the personal representative of the Participant's estate as
     promptly as practicable to the extent permitted by Appendix A to the Plan.

(e)  DWR reserves the right to accelerate payment of a Participant's entire
     Account balance and/or the vesting of any Stock awarded pursuant to Section
     V(c) or Section (d) of the Plan, subject to the provisions of Section VIII
     and an Agreement.  The MWD Committee reserves the right to accelerate the
     vesting of any Stock awarded pursuant to Section V(e) of the Plan; provided
     that if the award of such Stock was made subject to Section VIII and an
     Agreement, then vesting of such Stock shall be subject to Section VIII and
     an Agreement.

(f)  A Participant shall be entitled to payment of his or her Account pursuant
     to Section VII(b) provided the Participant is employed by DWR at the time
     such payment is due, regardless of the position in which the Participant is
     employed at such time.

(g)  In accordance with the provisions of an Agreement, if DWR must recover a
     Payment Obligation previously paid to a Participant pursuant to this
     Section VII, a Participant shall be required to repay such amount. With
     respect to amounts awarded in Stock, the Participant shall be required to
     repay the number of shares of Stock received (or an amount in cash equal to
     the fair market value of such Stock as of the date of such repayment). If
     any such amount is not repaid, DWR reserves the right to withhold from the
     Participant's compensation the amount of any Payment Obligation which a
     Participant fails to repay as required herein.

(h)  All federal, state, local and other withholding tax requirements, if any,
     relating to the Plan shall be met pursuant to procedures determined by DWR
     which may include:

     1.  Withholding from any cash amounts payable to a Participant under the

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     Plan including salary, bonus or any other amounts payable from DWR or any
     affiliate of DWR;

     2.  Requiring Participants to remit to DWR an amount in cash prior to the
     delivery of any certificate for Stock or other payments under the Plan;

     3.  At the election of the Participant, tendering to DWR a number of shares
     of Stock;

     4.  At the election of the Participant, withholding by DWR of shares of
     Stock. In the event that the Custodian is directed by DWR to withhold
     shares pursuant to this Section VII(h)(4), the Custodian shall distribute
     such shares from the custodial account to DWR (or, at the direction of DWR,
     sell such shares on public markets and distribute the cash proceeds to DWR)
     and DWR shall make appropriate withholding tax payments.

     5.  If a Participant is subject to Section 16(b) of the Securities Exchange
     Act of 1934, DWR may prescribe such requirements or limitations on the
     Participant's ability to elect the withholding options contained in
     Sections VII(h)(3) and (4) of the Plan as may be required by Securities and
     Exchange Commission rule 16b-3 or by any comparable or successor exemption.

(i)  The commencement of Related Employment by a Participant shall not be
     treated for purposes of the Plan and any Deferred Bonus or Other Deferred
     Bonus Award hereunder as a termination of employment.  The Retirement,
     Disability or death of an individual during a period of Related Employment
     shall be treated for purposes of the Plan and any Deferred Bonus or Other
     Deferred Bonus Award hereunder as if such event had occurred while the
     individual was an Employee. For purposes of this Section VII(i), "Related
     Employment" shall mean the employment of a Participant by an employer other
     than DWR, provided that: (1) such employment is undertaken by the
     individual at the request or with the consent of DWR; (2) immediately prior
     to undertaking such employment the individual was an Employee or was
     engaged in Related Employment as defined herein; and (3) such employment is
     recognized by DWR, in its discretion, as Related Employment.

                                  SECTION VIII
                       SUBORDINATION OF DEFERRED BONUSES

(a)  All Branch Managers, as a condition of participation, shall execute and
     deliver a written agreement (the "Agreement") within forty-five (45) days
     after notice of eligibility to Participate or the announcement of a
     Deferred Bonus Award made after December 24, 1990, that such Branch
     Manager's right to any payment hereunder (the "Payment Obligation") is
     subordinate to the prior payment or provision for payment in full of all
     claims of all present and future creditors of DWR arising out of any matter
     occurring prior to the date on which the related Payment Obligation matures
     consistent with all applicable statutes, regulations

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     and rules, except for claims which are the subject of subordination
     agreements which ran on the same priority (which claims shall be paid pari
     passu) or are junior to the Payment Obligation under the Agreement. The
     Agreement shall also provide that the Participant's right to payment
     hereunder shall be subordinate to claims which are now or hereafter
     expressly stated in the instruments creating such claims to be senior in
     right of payment to the claims of the class of claims created hereunder
     which arise out of any matter occurring prior to the maturity date of any
     payment under the Payment Obligation.

(b)  The form of the Agreement shall be determined by DWR. In the event DWR
     elects to treat Payment Obligations as subordinated liabilities for
     purposes of determining net capital under Rule 15c3-1 promulgated by the
     Securities and Exchange Commission under the Securities Exchange Act of
     1934 and similar regulations promulgated under the Commodities Exchange
     Act, the form of the Agreement shall be subject to approval of the
     Examining Authority as defined by the Agreement. A copy of the Agreement is
     annexed hereto as Appendix "A", and incorporated by reference as fully as
     if set forth herein at length.

(c)  Any amount credited to a Participant's Account shall not be segregated but
     shall remain a part of the general corporate funds of DWR subject to the
     claims of general, unsecured creditors of DWR to which claims the rights of
     the Participant to receive payment of the amount credited to his or her
     Account shall be subordinated pursuant to the terms of an Agreement.

(d)  If a Participant does not execute and deliver an Agreement within the
     forty-five (45) day period described in (a) above, such Participant shall
     cease to have any rights whatsoever hereunder with respect to awards
     deferred under Sections V(c)(3) and (d).


                                   SECTION IX
                                 ADMINISTRATION

(a)  DWR shall have full power and authority to construe, interpret and
     administer the Plan. Its decision shall be final, conclusive and binding
     upon all persons, including Employees and officers and the beneficiaries
     and personal representatives of such employees and officers.

(b)  The expenses of administering the Plan shall be borne by DWR.

(c)  The interest and property rights of any person in the Plan or in any
     distribution to be made under the Plan shall not be subject to option nor
     be assignable either by voluntary or involuntary assignment or by operation
     of law, including (without limitation) bankruptcy, garnishment, attachment
     or other creditor's process and any act in violation hereof shall be void.

(d)  Nothing herein shall be construed to require DWR or any affiliate to
     segregate or

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     set aside any funds or any property for the purpose of making award
     payments hereunder.

(e)  DWR's determinations under the Plan need not be uniform and may be made by
     it selectively among persons who receive or are eligible to receive awards
     under the Plan (whether or not such persons are similarly situated).
     Without limiting the generality of the foregoing, DWR shall be entitled,
     among other things, to make non-uniform and selective determinations and to
     enter into non-uniform and selective Plan agreements as to (1) the persons
     to receive awards under the Plan; (2) the terms and provisions of awards
     under the Plan; and (3) the exercise by DWR of its discretion in respect of
     the terms of the Plan.


                                   SECTION X
                                 MISCELLANEOUS

(a)  The establishment of the Plan, the granting of benefits or any action by
     DWR or any other person shall not be held or construed to confer upon any
     person any right to employment by DWR nor, upon termination of employment,
     to confer any right or interest other than as provided herein. No provision
     of the Plan shall restrict the right of DWR to terminate any Employee's
     employment with or without cause.

(b)  If, in the opinion of DWR, any person becomes unable to handle properly any
     amount payable to such person under the Plan, DWR may make any reasonable
     arrangement for payment on such person's behalf as it deems appropriate.

(c)  Where appropriate, the use of masculine terms within the Plan shall mean
     the feminine, the use of singular terms shall mean the plural, and vice
     versa.


                                   SECTION XI
            EFFECTIVE DATE, AMENDMENT, SUSPENSION AND DISCONTINUANCE

(a)  DWR reserves the right to amend the Plan, in whole or in part, or to
     suspend or discontinue the Plan, in whole or in part, at any time. DWR
     further reserves the right to change the criteria for awarding MIC or
     Challenge Bonuses provided that it gives adequate notice of such change to
     Branch Managers prior to the beginning of the Fiscal Year for which such
     changes are effective.

(b)  If any part of this Plan, including Appendix A hereto, fails to receive any
     required approval of a regulatory or governing body or is otherwise
     declared void and of no effect, the rest of the Plan shall continue in full
     force.

(c)  This Plan shall govern Payment Obligations of deferred Challenge Bonuses
     accrued for the Fiscal Year beginning in 1984 and thereafter.

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(d)  The Plan shall continue in effect as amended from time to time until
     suspended or discontinued by DWR.

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                                   APPENDIX A
                                     TO THE
                           DEAN WITTER REYNOLDS INC.
                        BRANCH MANAGER COMPENSATION PLAN

     For purposes of this Appendix A, a Branch Manager who is designated in
writing by DWR as a participant under the Plan, shall be known as a
"Participant", Dean Witter Reynolds Inc. shall be known as "DWR", and DWR's
"Payment Obligation" shall be as defined below.

1.   Payment Obligation
     ------------------

     (a) Payment Obligations shall consist of any deferred payments of Challenge
Bonuses owed from time to time to a Participant by DWR pursuant to the Plan.

     (b) Payment Obligations including the dates payments are due, shall be
determined in accordance with the provisions of the Plan as in effect on the
date hereof, or as hereafter amended. As provided in Sections 4 and 5 of this
Appendix A, no payment of any amount of a Payment Obligation may be made sooner
than five years following the year for which such Payment Obligation is accrued
by DWR. If any provision of the Plan as now in effect or as hereafter amended
shall be inconsistent with this Appendix A, this Appendix A shall govern.

2.   Subordination of Right of Payment
     ---------------------------------

     (a) Payment Obligations are and shall be subordinated in right of payment
and subject to prior payment or provision for payment in full of all claims of
other present and future creditors of DWR whose claims are not similarly
subordinated (claims hereunder shall rank pari passu with claims similarly
subordinated) and to claims which are now or hereafter expressly stated in the
instruments creating such claims to be senior in right of payment to the claims
or the class of claims hereunder which arise out of any matter occurring prior
to the maturity date of any payment under the Payment Obligation.

     (b) In the event of the appointment of a receiver or trustee for the DWR or
in the event of its insolvency, liquidation pursuant to the Securities Investor
Protection Act of 1970 ("SIPA") or otherwise, its bankruptcy, assignment for the
benefit of creditors, reorganization whether or not pursuant to bankruptcy laws
or any other marshaling of the assets and liabilities of DWR, Participant shall
not be entitled to participate or share, ratably or otherwise, in the
distribution of the assets of DWR until all claims of all other present and
future creditors of DWR whose claims are senior to claims hereunder have been
fully satisfied or provision has been made therefor.

     (c) Notwithstanding the maturing of the Payment Obligation under any
provision of the Plan or this Appendix A, the right of a Participant to receive
payment of any Payment Obligation is and shall remain subordinate as provided in
this Section 2.

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3.   Suspension of Maturity During Net Capital Stringency
     ----------------------------------------------------

     (a) DWR's Payment Obligations shall be suspended and not mature for any
period of time during which, after giving effect to such Payment Obligations
(together with the payment of any other subordinated obligation of DWR payable
at or prior to such payment of the Payment Obligations),

          (i) if DWR is not operating pursuant to the alternative net capital
     requirements provided for in paragraph (f) of Rule 15c3-1 (the "Rule")
     under the Securities Exchange Act of 1934 (the "Act"), the aggregate
     indebtedness of DWR would exceed 1,200 percentum of its net capital, as
     those terms are defined in the Rule, as in effect at the time such payment
     is to be made, or such percentum as may be made applicable to DWR from time
     to time by the Examining Authority (as defined in paragraph 6(f) hereof)
     plus an amount equal to the guaranty deposits with clearing organizations,
     other than the Chicago Board of Trade ("CBOT") which were included in
     current assets under Section 211 of the CBOT "Capital Requirements for
     Member FCM's" to the extent such deposits cannot be used for margin
     purposes, or

          (ii) if DWR is operating pursuant to the alternative net capital
     requirements provided for in paragraph (f) of the Rule, its net capital
     would be less than five (5) percentum of aggregate debit items (or such
     other percentum as may be made applicable to DWR by the Examining
     Authority) computed in accordance with Exhibit A to Rule 15c3-3 under the
     Act or any successor rule as in effect at the time such payment is to be
     made, plus an amount equal to the guaranty deposits with clearing
     organizations other than the CBOT, which were included in current assets
     under Section 211 of the CBOT "Capital Requirements for Member FCM's", to
     the extent such deposits cannot be used for margin purposes, or

          (iii) if DWR is registered as a futures commission merchant under the
     Commodity Exchange Act (the "CEA"), the net capital of DWR would be less
     than the greatest of (A) six (6) percentum of the funds required to be
     segregated pursuant to the CEA and Commodities Futures Trading Commission
     ("CFTC") Regulations and the foreign futures or foreign options secured
     amount exclusive of the market value of commodity options purchased by
     option customers of DWR on or subject to the rules of a contract market or
     a foreign board of trade, provided the deduction for each option customer
     shall be limited to the amount of customer funds in each option customer's
     account(s) and foreign futures and foreign options secured amounts plus an
     amount equal to the guaranty deposits with clearing organizations other
     than the CBOT, which were included in current assets under Section 211 of
     the CBOT "Capital Requirements for Member FCM's", to the extent such
     deposits cannot be used for margin purposes, (B) such amount as may be made
     applicable to DWR at the time of such payment by the Examining Authority
     under Rule 15c3-1(b)(7), or (C) $2,000,000 (or such other amount as
     required by the CEA and CFTC Regulations), or

                                       13
<PAGE>

          (iv) if DWR's net capital, as defined in the Rule or any successor
     rule as in effect at the time such payment is to be made, would be less
     than 120 percentum (or such other percentum as may be made applicable to
     DWR at the time of such payment by the Examining Authority) of the minimum
     dollar amount required by the Rule as in effect at such time, or such
     dollar amount as may be made applicable to DWR by the Examining Authority,
     plus an amount equal to the guaranty deposits with clearing organizations
     other than the CBOT, which were included in current assets under Section
     211 of the CBOT "Capital Requirements for Member FCM's", to the extent such
     deposits cannot be used for margin purposes, or

          (v) if DWR is registered as a futures commission merchant under the
     CEA and if its net capital, as defined in the CEA or CFTC Regulations
     thereunder as in effect at the time of such payment, would be less than 120
     percentum (or such other percentum as may be made applicable to DWR by the
     Examining Authority) of the minimum dollar amount required by the CEA or
     the regulations thereunder as in effect at such time (or such other dollar
     amount as may be made applicable to DWR by the Examining Authority at the
     time of such payment), plus an amount equal to the guaranty deposits with
     clearing organizations other than the CBOT, which were included in current
     assets under Section 211 of the CBOT "Capital Requirements for Member
     FCM's", to the extent such deposits cannot be used for margin purposes, or

          (vi) if DWR is subject to the provisions of paragraph (a)(6)(v) or
     (a)(7)(iv) or (c)(2)(x)(B)(1) of the Rule, its net capital would be less
     than the amount required to satisfy the 1,000 percentum test (or such other
     percentum test as may be made applicable to DWR by the Examining Authority
     at the time of such payment) stated in such applicable paragraph, plus an
     amount equal to the guaranty deposits with clearing organizations other
     than the CBOT, which were included in current assets under Section 211 of
     the CBOT "Capital Requirements for Member FCM's", to the extent such
     deposits cannot be used for margin purposes.


     The net capital required by (i)-(vi) above, is hereinafter referred to as
the "Applicable Minimum Capital". During any such suspension DWR shall, as
promptly as consistent with the protection of its customers, reduce its business
to a condition whereby payment due under Payment Obligations could be made
(together with the payment of any other subordinated obligation of DWR payable
at or prior to such payment) without DWR's net capital being below the
Applicable Minimum Capital, at which time DWR shall make payment due under
Payment Obligations on not less than five days prior written notice to the
Examining Authority.

     (b) If immediately after any payment of a Payment Obligation DWR's net
capital is less than the Applicable Minimum Capital, whether or not the
Participant had any knowledge or notice of such fact at the time of any such
payment, a Participant must repay to DWR, its successors or assigns, any sum so
paid, to be held by DWR pursuant to the provisions of the Plan

                                       14
<PAGE>

as if such payment had never been made; provided, however, that any suit for the
recovery of any such payment must be commenced within two years of the date of
such payment. DWR reserves the right to withhold from the Participant's
compensation the amount of any Payment Obligation which a Participant fails to
repay as required herein.

     (c) If pursuant to the terms hereof payment of DWR's Payment Obligations
are suspended, DWR may be summarily suspended by the Examining Authority.

4.   Permissive Prepayment
     ---------------------

     With the prior written permission of the Examining Authority, DWR may, at
its option and to the extent permitted by the Plan, pay all or any portion of
the Payment Obligation to the Participant (such payment hereinafter referred to
as a "Prepayment") at any time subsequent to one year from the date subordinated
funds became subject to this Appendix A. No Prepayment shall be made, however,
if after giving effect thereto (and to all other payments of any other
subordinated obligation of DWR payable within six months of such Prepayment)
without reference to any projected profit or loss of DWR,

          (i) in the event that DWR is not operating pursuant to the alternative
     net capital requirement provided for in paragraph (f) of the Rule, the
     aggregate indebtedness of DWR would exceed 1,000 percentum of its net
     capital as those terms are defined in the Rule or any successor rule as in
     effect at the time such Prepayment is to be made (or such other percentum
     as may be made applicable at such time to DWR by the Examining Authority),
     plus an amount equal to the guaranty deposits with clearing organizations
     other than the CBOT, which were included in current assets under Section
     211 of the CBOT "Capital Requirements for Member FCM's", to the extent such
     deposits cannot be used for margin purposes, or

          (ii) in the event that DWR is operating pursuant to such alternative
     net capital requirement, the net capital of DWR would be less than 5
     percentum (or such other percentum as may be made applicable to DWR at the
     time of such Prepayment by the Examining Authority) of aggregate debit
     items computed in accordance with Exhibit A to Rule 15c3-3 under the Act or
     any successor rule as in effect at such time, plus an amount equal to the
     guaranty deposits with clearing organizations other than the CBOT, which
     were included in current assets under Section 211 of the CBOT "Capital
     Requirements for Member FCM's", to the extent such deposits cannot be used
     for margin purposes, or

          (iii) in the event that DWR is registered as a futures commission
     merchant under the CEA, the net capital of DWR (as defined in the CEA or
     CFTC Regulations as in effect at the time of such Prepayment) would be less
     than the greatest of (A) 7 percentum (or such other percentum as may be
     made applicable to DWR at the time of such Prepayment by the Examining
     Authority) of the funds required to be segregated pursuant to the CEA and
     CFTC Regulations and the foreign futures or foreign options secured amount,
     exclusive of the market value of commodity options purchased by option
     customers on or subject to the rules of

                                       15
<PAGE>

     a contract market or a foreign board of trade (provided the deduction for
     each option customer shall be limited to the amount of customer funds in
     each option customer's account(s) and foreign futures and foreign options
     secured amounts), plus an amount equal to the guaranty deposits with
     clearing organizations other than the CBOT, which were included in current
     assets under Section 211 of the CBOT "Capital Requirements for Member
     FCM's", to the extent such deposits cannot be used for margin purposes, (B)
     such amount as may be made applicable to DWR by an Examining Authority
     under Rule 15c3-1(b)(7) or (C) $2,000,000 (or such other amount as required
     by the CEA or CFTC Regulations), or

          (iv) DWR's net capital as defined in the Rule or any successor rule as
     in effect at the time of such Prepayment, would be less than 120 percentum
     (or such other percentum as may be made applicable to DWR at the time of
     such Prepayment by the Examining Authority) of the minimum dollar amount
     required by the rule as in effect at such time (or such other dollar amount
     as may be made applicable to DWR at the time of such Prepayment by the
     Examining Authority), plus an amount equal to the guaranty deposits with
     clearing organizations other than the CBOT, which were included in current
     assets under Section 211 of the CBOT "Capital Requirements for Member
     FCM's", to the extent such deposits cannot be used for margin purposes, or

          (v) in the event that DWR is registered as a futures commission
     merchant under the CEA, its net capital, as defined in the CEA or the
     regulations thereunder, as in effect at the time of such Prepayment would
     be less than 120 percentum (or such other percentum as may be made
     applicable to DWR at the time of such Prepayment by the Examining
     Authority) of the minimum dollar amount required by the CEA or the
     regulations thereunder as in effect at such time or such other dollar
     amount as may be made applicable to DWR at the time of such Prepayment by
     the Examining Authority, plus an amount equal to the guaranty deposits with
     clearing organizations other than the CBOT, which were included in current
     assets under Section 211 of the CBOT "Capital Requirements for Member
     FCM's", to the extent such deposits cannot be used for margin purposes, or

          (vi) in the event that DWR is subject to the provision of paragraph
     (a)(6)(v) or (a)(7)(iv) or (c)(2)(x)(B)(1) of the Rule, the net capital of
     DWR would be less than the amount required to satisfy the 1,000 percentum
     test (or such other percentum test as may be made applicable to DWR at the
     time of such Prepayment by the Examining Authority) stated in such
     applicable paragraph, plus an amount equal to the guaranty deposits with
     clearing organizations other than the CBOT which were included in current
     assets under Section 211 of the CBOT "Capital Requirements for Member
     FCM's," to the extent such deposits cannot be used for margin purposes.

     If Prepayment is made of all or any part of the Payment Obligation before
the date payment is due and if DWR's net capital is less than the amount
required to permit such Prepayment pursuant to the foregoing provisions of this
paragraph, the Participant agrees

                                       16
<PAGE>

irrevocable (whether or not such Participant had any knowledge or notice of such
fact at the time of such Prepayment) to repay DWR, its successors or assigns,
the sum so paid to be held by DWR pursuant to the provisions hereof as if such
Prepayment had never been made; provided, however, that any suit for the
recovery of any such Prepayment must be commenced within two years of the date
of such Prepayment. DWR reserves the right to withhold from the Participant's
compensation the amount of any Payment Obligation which a Participant fails to
repay as required herein.

5.   Special Prepayment
     ------------------

     DWR, at its option and as permitted by the Plan, but not at the option of
the Participant, may make a payment of all or any portion of the Payment
Obligation hereunder sooner than one year from the date on which such amount
became subject to this agreement (a "Special Prepayment"), if the written
consent of the appropriate regulatory authority is first obtained. If DWR shall
be a futures commission merchant, as that term is defined in the CEA and CFTC
Regulations, no such prepayment shall be made if:

          (i) after giving effect thereto (and to all payments of payment
     obligations under any other Subordination Agreements then outstanding, the
     maturities or accelerated maturities of which are scheduled to fall due
     within six months after the date such Special Prepayment is to occur
     pursuant to this provision or on or prior to the date on which the Payment
     Obligation with respect to such Special Prepayment is scheduled to mature
     disregarding this provision whichever date is earlier) without reference to
     any projected profit or loss of DWR the net capital of DWR is less than the
     greatest of (A) 10 percentum of the funds required to be segregated
     pursuant to the CEA and CFTC Regulations and the foreign futures or foreign
     options secured amount, exclusive of the market value of commodity options
     purchased by option customers of DWR on or subject to the rules of a
     contract market or a foreign board of trade (provided the deduction for
     each option customer shall be limited to the amount of customer funds in
     such option customer's account(s) and foreign futures and foreign options
     secured amount), plus an amount equal to the guaranty deposits with
     clearing organizations, other than the CBOT, which were included in current
     assets under Section 211, (B) if DWR is a securities broker or dealer, the
     amount of net capital specified in Rule 15c3-1d(c)(5)(ii) of the
     regulations of the Securities and Exchange Commission (17 C.F.R. 240.15c3-
     1d(c)5(ii), or (C) $2,000,000 (or such other amount as required by the CEA
     or CFTC Regulations), or

       (ii) Pretax losses during the latest three month period were greater than
  15% of current excess adjusted net capital.

6.   Maturity Upon Certain Events
     ----------------------------

     Notwithstanding the provisions of Section 3 hereof, the Payment Obligation
shall (to the extent not already matured) forthwith mature, together with all
other Subordination Agreements then outstanding, in the event of any
receivership, insolvency, liquidation pursuant to SIPA or

                                       17
<PAGE>

otherwise, bankruptcy, assignment for the benefit of creditors, reorganization
whether or not pursuant to bankruptcy laws, or any other marshaling of the
assets and liabilities of DWR.

7.   Miscellaneous Provisions
     ------------------------

     (a) Participants may not rely upon any commodity exchange or securities
  exchange to provide any information concerning or relating to DWR. Such
  exchanges have no responsibility to disclose to the Participant any
  information concerning or relating to DWR which they may have now or at any
  future time. The Participant agrees that the New York Stock Exchange (the
  "NYSE"), its Special Trust Fund or any director, officer, trustee or employee
  of the NYSE or said Trust Fund or any other exchange or director, officer,
  trustee or employee thereof shall not be liable to the Participant with
  respect to the Plan or any distribution pursuant thereto.

       (b) The funds represented by the Payment Obligations shall be dealt with
  in all respects as capital of DWR, shall be subject to the risks of the
  business and may be deposited in an account or accounts in DWR's name in any
  bank or trust company.

       (c) Payment Obligations under the Plan may not be transferred, sold,
  assigned, pledged or otherwise encumbered or disposed of and no lien, charge
  or other encumbrance may be created or permitted to be created hereon, without
  the prior written consent of the Examining Authority.

       (d) If DWR is a futures commission merchant as that term is defined in
  the CEA, DWR agrees, consistent with the requirements of Section 1.17(h) of
  the CFTC Regulations that whenever prior written notice by DWR to the
  Examining Authority is required pursuant to the provisions of this agreement,
  the same prior written notice shall be given by DWR to (1) the CFTC at its
  principal office in Washington, D.C., Attention Chief Accountant of Division
  of Trading and Markets, and/or (2) the commodity exchanges of which the
  Corporation is a member and which are then designated by the CFTC as DWR's
  designated self-regulatory organizations as defined in Section 1.3(ff) of the
  CFTC Regulations (the "DSROs").

       (e) "Subordination Agreement" as used herein shall include any
  subordinated loan agreement and any secured demand note agreement constituting
  a satisfactory subordination agreement under the Rule under which DWR is the
  borrower or the pledgee of collateral, and reference herein to the payment of
  a subordinated obligation of DWR shall be deemed to include the return to the
  maker-pledgor of any secured demand note and the collateral therefor held by
  DWR.

       (f) The term "Examining Authority" shall refer to the regulatory body,
  specified in paragraph (c)(12) of the Rule, responsible for inspecting or
  examining DWR for compliance with financial responsibility requirements. If
  DWR is and continues to be a member of the NYSE, the references herein to the
  Examining Authority shall be deemed to refer to the NYSE. If DWR is and
  continues to be a futures commission merchant as that term is defined in the
  CEA and regulations thereunder, references to the Examining Authority shall
  also be deemed to refer to the CFTC and DWR's DSROs.

                                       18
<PAGE>

       (g) The provisions of this Appendix A shall be binding upon and inure to
  the benefit of DWR, its successors and assigns and the Participant and the
  Participant's heirs, executors and administrators.

       (h) Any controversy arising out of or relating to this Plan shall be
  submitted to and settled by arbitration pursuant to the Constitution and Rules
  of the NYSE, DWR and Participant shall be conclusively bound by such
  arbitration.

       (i) DWR shall not modify, amend or cancel this Appendix or any provision
  of the Plan governing the Payment Obligations that are the subject of the
  Appendix without the prior approval of the Examining Authority.

       (j) This agreement shall be deemed to have been made under and shall be
  governed by the laws of the State of New York.

                                       19