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Services Agreement [Schedule A] - Morgan Stanley Dean Witter & Co. and International Business Machines Corp.

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                                   SCHEDULE A

                                    Services


                                                                                            
1. DEFINITIONS ............................................................... .............        1
   1.1  Certain Definitions ................................................................        1
   1.2  Other Terms ........................................................................        3

2. INFORMATION PROCESSING SYSTEMS AND SERVICES ("IPSS") AND RELATED OPERATIONS .............        3
   2.1  Operations .........................................................................        3
   2.2  Production Control and Scheduling ..................................................        6
   2.3  Database Subsystem Support .........................................................        7
   2.4  Storage Management .................................................................        8
   2.5  Removable Media Management .........................................................       10
   2.6  Output Operations ..................................................................       11
   2.7  Technical Support ..................................................................       12
   2.8  Systems Management Controls ........................................................       14
   2.9  Hours of Operation .................................................................       14

3. DATA NETWORK SERVICES ...................................................................       15
   3.1  Data Network Engineering ...........................................................       15
   3.2  Data Network Connectivity and Operations ...........................................       17
   3.3  Data Network Moves, Adds and Changes ...............................................       20
   3.4  Data Network Software Products .....................................................       22
   3.5  Other Data Network Services ........................................................       22
   3.6  Systems Management Controls ........................................................       24
   3.7  Hours of Operation .................................................................       24

4. CROSS-FUNCTIONAL SERVICES ...............................................................       25
   4.1  Technology Business Continuity Services ............................................       25
   4.2  Equipment Management and Support ...................................................       30
   4.3  Systems Software Management and Support ............................................       31
   4.4  Applications Software Management and Support .......................................       33
   4.5  Asset Inventory and Tracking .......................................................       33
   4.6  Problem Management Services ........................................................       33
   4.7  Help Desk and IPSS Production Support Center Services ..............................       35
   4.8  Information Security ...............................................................       38
   4.9  Physical Security ..................................................................       41
   4.10 Management Support and Advice ......................................................       41
   4.11 Training and Education .............................................................       42
   4.12 Chargeback .........................................................................       42
   4.13 Documentation ......................................................................       43
   4.14 Systems Management Controls ........................................................       43
   4.15 Application Software Standards .....................................................       44


ATTACHMENT A-1: DATA NETWORK ACCESS CATEGORIES .............................................   A1 - 1
--------------

1. DEDICATED NETWORK ACCESS SERVICE CATEGORIES .............................................   A1 - 1
   1.1  SNA Dedicated Data Network Access Services .........................................   A1 - 1
   1.2  Optional SNA Services ..............................................................   A1 - 3
   1.3  Multiprotocol Network ("MPN") Dedicated Data Network Access Services ...............   A1 - 7
   1.4  Frame-Relay Dedicated Data Network Access Services .................................   A1 - 7

 2. SWITCHED NETWORK ACCESS SERVICE CATEGORIES .............................................   A1 - 9
    ------------------------------------------

   2.1  SNA Dial via 1-800-number ..........................................................   A1 - 9
   2.2  SNA Dial via 950-number ............................................................   A1 - 9


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Schedule A to Services Agreement                           MSDW/IBM CONFIDENTIAL
                                       A-i                  Final Execution Copy

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   2.3  Asynchronous Dial via 1-800-number .................................................  A1 - 10
   2.4  Asynchronous Dial via IBM Passport .................................................  A1 - 11
   2.5  Bisynchronous Dial Access for EDI Services .........................................  A1 - 11
   2.6  Asynchronous or Dial Access for EDI Services .......................................  A1 - 12

ATTACHMENT A-2: RESPONSIBILITY MATRICES ....................................................   A2 - 1
--------------

1. INTRODUCTION AND DEFINITIONS ............................................................   A2 - 1
   1.1  Introduction .......................................................................   A2 - 1
   1.2  Definitions ........................................................................   A2 - 1

2. IPSS SERVICES RESPONSIBILITY MATRICES ...................................................   A2 - 2

3. DATA NETWORK SERVICES RESPONSIBILITY MATRICES ...........................................   A2 - 7

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Schedule A to Services Agreement                           MSDW/IBM CONFIDENTIAL
                                      A-ii                  Final Execution Copy


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1.   DEFINITIONS

     1.1  Certain Definitions.
          -------------------

          As used in this Schedule A:

          (a)  "Available for Use" shall have the meaning set forth in
               Schedule B.

          (b)  "Configuration" means the resources (including IBM Equipment and
               Software) that provide Services during a Disaster.

          (c)  "DASD Class of Service" means any of the following classes of
               Service:

               (i)   "DASD Work" means DASD storage that uses high-performance
                     DASD and controllers with sufficient cache and that is
                     available for work or temporary storage (i.e., files that
                     exist less than 24 hours).

               (ii)  "DASD Permanent" means DASD storage that uses
                     high-performance DASD and controllers with sufficient cache
                     and that is available for permanent storage (i.e., files
                     that exist 24 hours or more).

               (iii) "DASD ML1" means DASD storage that uses data compression to
                     store data migrated from DASD Permanent storage, and that
                     upon a request for such data, uncompresses and copies
                     requested data to DASD Permanent storage for quick access.
                     Data stored on DASD ML1 storage may be migrated to DASD ML2
                     storage based on the usage activity of the data.

               (iv)  "DASD ML2" means managed tape storage that uses data
                     compression to store data migrated from DASD ML1 storage,
                     and that upon a request for such data, uncompresses and
                     copies requested data to DASD Permanent storage for quick
                     access.

          (d)  "Data Center" shall mean any IBM Facility from which IBM provides
               IPSS Services, including the following IBM Facilities:

               (i)   { * };

               (ii)  { * }; and

               (iii) { * }.

          (e)  "Data Network" shall mean the Equipment (other than MSDW
               Equipment, and including communication controllers, multiplexors,
               lines, modems CSUs/DSUs), associated attachments, features and
               accessories, Software, telecommunications facilities, lines,
               interconnect devices, wiring, cabling and fiber that are used to
               create, connect and transmit data signals between and among: (i)
               MSDW's LANs; (ii) the Data Centers, (iii) MSDW End User locations
               and (iv) non-MSDW locations that do business with MSDW (each a
               "Data Network Location"). The Data Network commences with and
               includes WAN interconnect

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Schedule A to Services Agreement                           MSDW/IBM CONFIDENTIAL
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               equipment (e.g., router, CSU/DSU, dial-up modem, dial backup
               equipment) at a Data Network Location and ends with and includes
               the WAN interconnect equipment at another Data Network Location.
               The Data Network does not include MSDW LANs.

          (f)  "Data Network Maintenance Window" shall mean a { * } period on {
               * } from { * } through { * } Eastern Time, except during the
               month-end processing period or annual year-end system change
               moratorium period reasonably specified by MSDW (e.g., { * }),
               unless otherwise mutually agreed by the Parties. Certain
               obligations relating to the Data Network Maintenance Window are
               set forth in Section 3.2(j) of this Schedule A.

          (g)  "Disaster" means any unplanned interruption of the Services that
               meets the criteria specified for a disaster set forth in the
               Technology Business Continuity Plan.

          (h)  "End User" means any recipient or user of a Service.

          (i)  "Help Desk" shall have the meaning set forth in Section 4.7 of
               this Schedule A.

          (j)  "IPSS Maintenance Window" shall mean { * } from { * } through { *
               } Eastern Time, except during the month-end processing period or
               annual year-end system change moratorium period reasonably
               specified by MSDW (e.g., { * }), unless otherwise mutually agreed
               by the Parties. Certain obligations relating to the IPSS
               Maintenance Window are set forth in Section 2.1(l) of this
               Schedule A.

          (k)  "Local Area Networks" or "LANs" shall mean the equipment,
               software, telecommunications facilities, lines, interconnect
               devices (e.g., bridges, routers, hubs, switches, gateways),
               wiring, cabling and fiber that are used to create, connect and
               transmit data within and among MSDW's local area network
               segments. LANs commence with the interface to a Data Network
               interconnect device (e.g., router) and end with and include the
               LAN interface points (e.g., network interface cards ("NICs"))
               that are in LAN-connected equipment (e.g., desktop equipment,
               servers).

          (l)  "Mainframe" shall mean any computing platform (inclusive of CPU)
               generally regarded by the computing industry during the Term as
               being mainframe technology, including any system based on the IBM
               System 390 architecture and related/supporting peripherals (e.g.,
               channel extenders, front-end processors, DASD, tape storage)
               connected or linked thereto.

          (m)  "MSDW Business Unit" shall have the meaning set forth in Schedule
               B.

          (n)  "Problem" has the meaning set forth in Schedule B.

          (o)  "Processing Class of Service" means, with respect to "Class A
               Work", "Class B Work" or "Class C Work" (as such terms are
               defined in Schedule C), the level of service corresponding to
               such work as described in Schedule C.

          (p)  "Recovery Center" means any Data Center at which Services are to
               be provided during a Disaster.

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Schedule A to Services Agreement                           MSDW/IBM CONFIDENTIAL
                                       A-2                  Final Execution Copy


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          (q)  "Recovery Class of Service" means any of the following classes of
               Service:

               (i)   "Class 1" Service means, with respect to an Application,
                     recovery by IBM of the corresponding environments and
                     resources for which IBM is responsible such that MSDW may
                     recover such Application within { * };


               (ii)  "Class 2" Service means, with respect to an Application,
                     recovery by IBM of the corresponding environments and
                     resources for which IBM is responsible such that MSDW may
                     recover such Application within { * };


               (iii) "Class 3" Service means, with respect to an Application,
                     recovery by IBM of the corresponding environments and
                     resources for which IBM is responsible such that MSDW may
                     recover such Application within { * } { * }; and


               (iv)  "Class 4" Service means, with respect to an Application,
                     recovery by IBM of the corresponding environments and
                     resources for which IBM is responsible such that MSDW may
                     recover such Application within { * }.

          (r)  "Severity Level" shall have the meaning set forth in Schedule B.

          (s)  "Technology Business Continuity Plan" or "TBCP" shall have the
               meaning set forth in Section 4.1(a) of this Schedule A.

     1.2  Other Terms.
          -----------

          Capitalized terms not defined in this Schedule A shall have the
          meaning given them in elsewhere in the Agreement.

2.   INFORMATION PROCESSING SYSTEMS AND SERVICES ("IPSS") AND RELATED OPERATIONS

     IBM shall be responsible for providing data processing services, including
     operations, production control and scheduling, storage management, media
     management, output operations and technical support for MSDW's mainframe
     technology environment. IBM's responsibilities with respect to the IPSS
     Services shall include the responsibilities described in this Article 2.

     2.1  Operations.
          ----------

          IBM shall be responsible for performing processing operations
          functions as necessary to run Applications Software and Systems
          Software and in accordance with the Processing Class of Service
          designated by MSDW. IBM will provide a processing environment
          (including Equipment and Software) and an operations support
          environment for executing Applications (e.g., batch and on-line
          workloads). The processing environment will provide for each
          Processing Class of Service, and IBM will provide, at a minimum the
          corresponding resources to be provided to a job based upon the
          Processing Class of Service designated by MSDW. MSDW Applications
          shall conform to Applications Software standards set forth in the
          Procedures Manual. IBM's responsibilities with respect to operations
          shall include the following:

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Schedule A to Services Agreement                           MSDW/IBM CONFIDENTIAL
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          (a)  Providing master console operations, including monitoring
               activities (such as monitoring of alarm systems and environmental
               controls), and transmitting and receiving information to and from
               outside organizations.

          (b)  Providing support for production, development, testing, quality
               assurance and training environments. Online systems and
               Applications for such environments shall be available for access
               during scheduled hours. On-line regions shall be Available for
               Use and operating properly. On-line transactions shall be
               processed as designed. IBM shall maintain the integrity of such
               environments.

          (c)  Making available, monitoring and processing on-line and batch
               Applications, including scheduled, and on-request Applications
               delivery functions. IBM shall monitor the delivery of external
               data transmissions required to complete the production batch
               cycle. IBM shall monitor successful batch processing completion.

          (d)  Completing MSDW-defined processing within scheduled time periods.

          (e)  Implementing changes to processing on a one-time or recurring
               basis as requested by MSDW, including requests in the form of
               special operating instructions and change request authorizations.

          (f)  Issuing operator commands using designated tools.

          (g)  Developing and documenting automated console operations
               procedures.

          (h)  Monitoring performance of on-line interactive traffic and taking
               appropriate action to resolve on-line system related problems.

          (i)  Operating and supporting Systems Software and Applications
               Software to support the operating schedules of MSDW.

          (j)  Proactively preparing for processing deadlines to meet
               Performance Standards.

          (k)  Responding promptly to requests from authorized MSDW personnel
               for priority job execution.

          (l)  Performing regularly scheduled and emergency system maintenance
               in accordance with the Change Control Procedures, the Procedures
               Manual and the following:

               (i)   Maintenance shall be performed during the IPSS Maintenance
                     Window; maintenance outside of the IPSS Maintenance Window
                     may be performed only as approved by MSDW. IBM will work
                     with MSDW, and where possible, accommodate MSDW's business
                     requirements, in scheduling maintenance during the IPSS
                     Maintenance Window.

               (ii)  At MSDW's request and upon reasonable notice, IBM shall
                     change the schedule for the IPSS Maintenance Window,
                     provided that IBM is not materially adversely affected by
                     such change.

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Schedule A to Services Agreement                           MSDW/IBM CONFIDENTIAL
                                       A-4                  Final Execution Copy

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               (iii) Upon MSDW's request and { * } advance written notice to IBM
                     or upon less notice as otherwise agreed upon by the
                     Parties, IBM shall schedule and accommodate MSDW
                     maintenance activity during the earliest Maintenance Window
                     after such notice.

               (iv)  IBM shall give MSDW advance notice of routine maintenance,
                     to be performed during the IPSS Maintenance Window, that
                     may affect the Services.

               (v)   Systems shall be unavailable during the IPSS Maintenance
                     Window only to the extent necessary for systems maintenance
                     purposes; provided, however, that IBM will maintain at
                     least one copy of { * } authorization and routing regions,
                     as well as the TCP/IP stack on the host corresponding to
                     such regions, Available for Use for each applicable MSDW
                     Business Unit in at least one Data Center at all times for
                     transaction routing purposes, including as necessary to
                     enable data exchange between the host interface to the
                     Marquee processors, and routers connected to such host, via
                     the TCP/IP socket on such host. Any maintenance of { * }
                     authorization and routing regions or the TCP/IP stack on
                     the host corresponding to such regions shall be staggered
                     among Data Centers such that the requirements described in
                     this Subsection (v) are satisfied. Before conducting any
                     such maintenance, IBM shall verify that the requirements
                     described in this Subsection (v) are satisfied. IBM shall
                     promptly notify MSDW Business Unit personnel designated by
                     MSDW from time to time of any maintenance conducted outside
                     of the IPSS Maintenance Window affecting the { * }
                     authorization and routing regions or the TCP/IP stack on
                     the host corresponding to such regions.

          (m)  Logging off users in accordance with the Procedures Manual.

          (n)  Initiating and terminating utilities in accordance with the
               Procedures Manual.

          (o)  Canceling CICS transactions in accordance with the Procedures
               Manual.

          (p)  Providing access to, and software and data compatibility with,
               external systems as required by MSDW.

          (q)  Supporting the introduction of new systems, platforms and
               Applications in a controlled manner by, among other things:
               interfacing between the MSDW Business Units implementing the
               change and the production support function; facilitating the
               orderly turnover of systems, platforms and Applications;
               enforcing Systems Software documentation standards; updating task
               list and run sheets; informing appropriate IBM and MSDW staff of
               the changes to the environment; and providing coordination of the
               implementation, integration, testing and acceptance of the new
               systems, platforms and Applications.

          (r)  Maintaining, updating and reviewing for adherence to the
               Procedures Manual (including operational procedures and
               standards), the operational documentation for operations
               procedures and services and Applications procedures that affect
               operations.

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Schedule A to Services Agreement                           MSDW/IBM CONFIDENTIAL
                                       A-5                  Final Execution Copy

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          (s)  Utilizing proven systems management control methodologies in the
               implementation and operation of processing for MSDW. These
               methodologies include the tools, techniques and procedures
               required for planning, performance measurement, and employing
               appropriate operational controls.

          (t)  Supplying and operating the Application Software specified in
               Schedule E as part of the IPSS processing environment, in
               accordance with Schedule E.

     2.2  Production Control and Scheduling.
          ---------------------------------

          IBM shall be responsible for performing and integrating production
          control and scheduling functions. Production processing shall run on a
          { * } schedule except to the extent constrained during the IPSS
          Maintenance Window. IBM's responsibilities with respect to production
          control and scheduling shall include the following:

          (a)  Implementing overall processing schedules and running and
               monitoring such processing pursuant to such schedules. IBM shall
               be responsible, with MSDW's assistance, for resolving scheduling
               conflicts and otherwise integrating these schedules in accordance
               with policies established by MSDW and subject to MSDW directing
               otherwise.

          (b)  Maintaining production schedules, completing processing within
               mutually agreed-upon time periods and cooperating with MSDW in
               responding to special processing requests and new processing
               requirements.

          (c)  For MSDW scheduling modifications, run a test plan to identify
               any problems and notify MSDW to make corrections so that on-line
               Applications dependent on batch processing and batch processing
               outputs will be Available for Use as scheduled and processing
               windows are used effectively.

          (d)  IBM shall update the scheduler database as requested by MSDW to
               reflect changes to the production environment. IBM shall monitor
               scheduler-related incidents, and develop and recommend
               refinements and revisions to the scheduler database;

          (e)  Completing scheduled batch processing in the correct sequence and
               on time. To achieve successful batch throughput, IBM shall, among
               other things, verify that machine resources are effectively
               balanced, perform trend analysis to highlight production
               problems, and establish predetermined action and escalation
               procedures when batch window problems are encountered.

          (f)  Responding promptly to requests from an authorized MSDW
               representative for priority job execution. IBM shall, in
               coordination with the appropriate MSDW Business Units, and modify
               schedules to accommodate special requests. MSDW will schedule and
               coordinate End User test time.

          (g)  Upon MSDW's request, IBM shall update MSDW with respect to the
               impact of special requests on the timing of other tasks and any
               other affected provisions of the Agreement. IBM shall process all
               special request activities within the requested time frames and
               in the sequence MSDW defines.

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Schedule A to Services Agreement                           MSDW/IBM CONFIDENTIAL
                                       A-6                  Final Execution Copy

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          (h)  Assimilating new Applications and batch jobs into the environment
               according to schedules provided by MSDW.

          (i)  Following JCL standards in (i) supporting, creating, and testing
               JCL; and (ii) defining proper usages of tape, files and forms.
               IBM and MSDW shall establish and document standards for
               production jobs.

          (j)  Using an automated job scheduler, IBM shall document Application
               job streams indicating available file usages upon MSDW request.

          (k)  Monitoring data transfers and condition codes to verify proper
               Applications executions.

          (l)  Consistent with processing window requirements, resolving
               abnormal terminations ("ABENDs") (including those caused by
               conditions external to production programs, such as disk or tape
               problems) in a timely manner, executing reruns as requested by
               MSDW, and performing job restarts in accordance with requirements
               provided by MSDW. Back-out procedures shall be successfully
               executed by IBM in accordance with MSDW's directives.

          (m)  Providing ongoing analysis of ABEND and problem trends and
               initiating corrective actions with the appropriate support or
               development personnel.

          (n)  Working with MSDW, IBM will maintain and manage an escalation
               process for batch job streams to be invoked should deadlines not
               be met.

          (o)  Confirming the successful receipt of incoming files and the
               successful transmission of outgoing files.

     2.3  Database Subsystem Support.
          --------------------------

          IBM's responsibilities with respect to physical and logical database
          support shall include the following:

          (a)  Configuration and Implementation.

               (i)   Providing for the configuration and implementation of
                     multiple production and test database subsystems as well as
                     related subsystems including distributed facility, stored
                     procedures and other features as they become available
                     (such subsystems collectively the "Database Subsystems"),
                     each as required by MSDW.

               (ii)  Providing technical advice and support with respect to
                     areas for which IBM is responsible to Applications
                     maintenance and development personnel as may be required.
                     Such support shall include performing operating system and
                     database performance tuning.

               (iii) Testing and implementing changes to the Database Subsystem
                     environments.

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Schedule A to Services Agreement                           MSDW/IBM CONFIDENTIAL
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               (iv)  Installing and maintaining database management systems (and
                     upgrades to such systems).

          (b)  Database Management.

               Maintaining, operating, and upgrading, as necessary, automated
               monitoring tools to monitor Database Subsystem performance. IBM
               shall monitor the Database Subsystems on a frequent and regular
               basis to check for integrity, space utilization or performance
               problems. IBM shall provide adequate disk space and memory
               capacity as required by MSDW to meet business growth.

          (c)  Database Maintenance and Support.

               (i)   Modifying operating system parameters and physical database
                     characteristics as required, including as necessary to
                     enhance efficiency and further limit outages and other
                     problems.

               (ii)  Providing database capacity planning and correcting
                     problems caused by lack of capacity (e.g., full log files,
                     buffers and other system-wide facilities) in a timely
                     manner.

               (iii) Regularly monitoring the status of the database management
                     systems and advising MSDW in writing regarding upgrades and
                     releases thereto and the timing thereof. Subject to Section
                     3.4 of the Agreement, IBM shall be required to support
                     multiple releases of the same database management systems
                     as necessary to provide access to MSDW Data stored in such
                     systems and maintain compatibility with overlying database
                     applications.

               (iv)  Performing Database Subsystem shutdowns and restarts as
                     required.

               (v)   Perform Database Subsystem changes as requested by MSDW.

          (d)  Administrative Support.

          Identifying product and enhancement opportunities for improved
          Database Subsystem performance, and notifying MSDW of these
          opportunities. IBM shall recommend and implement conversion to new
          database management systems.

     2.4  Storage Management.
          ------------------

          IBM shall be responsible for managing the storage of Software and the
          resources used to store data created by such Software in a manner that
          will maintain the availability and protect the integrity of such
          Software and data stored on such resources. IBM's responsibilities
          with respect to storage management shall include the following:

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Schedule A to Services Agreement                           MSDW/IBM CONFIDENTIAL
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     (a)  Backup and Restore.
          ------------------

          (i)    Maintaining, updating, and implementing backup and restore
                 processes and procedures so as to recover Software and the
                 resources used to store data created by such Software from an
                 outage or corruption in a timely manner. Such procedures and
                 processes shall provide for the following: (A) incremental
                 daily backup of Software (i.e., backup of Software only to the
                 extent modified since the most recent backup), as well as full
                 weekly backup of Software on production systems, and on
                 non-production systems (e.g., development systems); (B)
                 off-site storage of Software and data for recovery purposes;
                 (C) regular tests of backup and restore processes as
                 appropriate; and (D) maintenance of reserve DASD capacity to
                 provide adequate backup for emergency situations (e.g., to
                 restore damaged DASD Equipment) and normal operation. In
                 addition, appropriate backups will be taken prior to and after
                 major Software upgrades or changes and after significant
                 Application processing periods.

          (ii)   Performing regularly scheduled system backups within
                 pre-defined backup windows and as otherwise approved by MSDW.
                 IBM shall conduct backup processes and procedures so as not to
                 adversely impact scheduled operations.

          (iii)  Restoring lost or damaged files from file backups for files
                 under IBM's control.

          (iv)   Providing recommendations to MSDW regarding backup and recovery
                 considerations, such as improved levels of protection and
                 efficiencies.

          (v)    With prior notification from MSDW, retrieving, re-installing
                 and returning off-site stored data within the time frames
                 designated by MSDW.

          (vi)   Pursuing improvements in backup capabilities, procedures and
                 tools, including implementing redundancy measures where
                 required.

     (b)  Administration.
          --------------

          (i)    Providing MSDW with requested documentation of data constructs
                 (e.g., files, tables, warehouses), including name and
                 utilization statistics.

          (ii)   Maintaining adequate space allocation for processing.

          (iii)  Monitoring MSDW's disk space utilization and requirements on a
                 monthly basis and reporting such utilization and requirements
                 on a quarterly basis.

          (iv)   Managing DASD in accordance with the DASD Class of Service
                 designated by MSDW. IBM's responsibilities shall include
                 monitoring and controlling storage performance, assigning and
                 initializing DASD volumes, determining Systems Software data
                 set and volume placement, setting and maintaining DASD resource
                 efficiency, maintaining

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Schedule A to Services Agreement                           MSDW/IBM CONFIDENTIAL
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                    established DASD standards, maintaining space requirements
                    according to MSDW forecasts, remaining current in DASD
                    technology and management products, defining requirements as
                    necessary to provide off-site storage Service as requested
                    by MSDW catalog management, and Systems Software data
                    migration management.

          (c)    Maintenance.
                 -----------

                 IBM shall monitor storage systems for reliability and
                 malfunctions, perform rebuilds on crashed volumes and
                 initialize new volumes.

    2.5   Removable Media Management.
          --------------------------

          IBM shall be responsible for managing removable media (e.g., tape),
          both on- and off-site, and media operations (including media library
          operations). IBM's responsibilities with respect to media management
          shall include the following:

          (a)    Responding to and completing requests for media mounts
                 (including scratch mounts and specific tape mounts) as
                 necessary to support operational activities and Applications.
                 Tape mounts may be delivered through standard tape mount
                 handling, through automated tape mount handling or through
                 large tape library handling systems.

          (b)    Operating and supporting media management systems, tools and
                 methodologies.

          (c)    Storing media and appropriate related documentation, coding
                 such media in accordance with the Procedures Manual, and
                 vaulting the same at secure off-site vault storage consisting
                 of a physically and environmentally controlled and protected
                 area with fire protection and physical security to prevent
                 unauthorized access, as provided for elsewhere in the
                 Agreement.

          (d)    Executing off-site media storage procedures, including: logging
                 and tracking of media on- and off-site, compliance with
                 physical specifications, retention periods, required rotation
                 of media, security and retrieval of off-site media as necessary
                 to support operational activities and Applications. Off-site
                 vault storage also includes packaging and transportation of
                 media to and from storage and remote computer recovery centers.

          (e)    Following, maintaining, and updating procedures governing
                 cycling/rotation of media and media retention periods
                 (including for auditing purposes). For media identified by MSDW
                 as being required by the IRS to be retained on a long-term
                 basis, IBM will maintain such media in accordance with MSDW's
                 requirements.

          (f)    Effectively tracking, managing, communicating and resolving
                 media exceptions.

          (g)    Notifying the media storage provider when it is time to return
                 media.

          (h)    Maintaining the integrity of the media library system. IBM
                 shall monitor media for reliability and see that read/write
                 errors are kept to a minimum.

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Schedule A to Services Agreement                           MSDW/IBM CONFIDENTIAL
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           (i)   Maintaining media technology capability for archived (history)
                 media and exchange with external clients and vendors.

           (j)   Monitoring media Equipment for malfunction. IBM shall properly
                 clean and maintain Equipment at required intervals to minimize
                 problems and outages.

           (k)   Maintaining adequate supplies for the media environment and
                 sufficient scratch media to fulfill operational needs. IBM
                 shall initialize new media.

           (l)   Monitoring MSDW's media utilization and requirements on a
                 monthly basis and reporting such utilization and requirements
                 on a quarterly basis.

           (m)   Maintaining a media management system in place to properly
                 manage media in storage and preparing them for shipment to the
                 contingency site.

           (n)   Maintaining media management products and resources to the
                 extent necessary to perform media operations and media
                 administration functions in order to maintain access to
                 historical data from existing media management systems.

           (o)   Reviewing, and providing MSDW with the capability to monitor,
                 compliance with physical specifications, retention periods,
                 storage requirements and security.

           (p)   Preparing media for mailing.

     2.6   Output Operations.
           -----------------

           IBM shall manage and administer the print and fiche services. IBM's
           responsibilities with respect to output operations shall include the
           following:

           (a)   Producing output on time and within defined quality standards,
                 including reasonable visual quality and readability for printed
                 output (e.g., proper form alignment, ribbon quality, and
                 adjustment of the printer). Remote print files shall be current
                 and available for printing on time.

           (b)   Printing, breaking down, separating, collating and delivering
                 output to the agreed-upon output destination.

           (c)   Checking production job outputs and print queues; changing job
                 priorities; taking printers in and out of service; and
                 displaying, starting, spooling and draining printers.

           (d)   Managing print distribution including by manipulating job
                 priorities in print queues as required to support End User
                 requirements; backing up print queues; and restoring and
                 transmitting prints. IBM also shall take such steps as are
                 necessary to restart or recover from outages or print
                 blockages.

           (e)   Monitoring output for layout and physical appearance.

           (f)   Creating original microfiche, developing microfiche copies, and
                 producing microfiche tapes and microfiches, each having
                 reasonable visual quality and readability and within required
                 timeframes.

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           (g)   Cleaning and maintaining Equipment at required intervals to
                 minimize outages.

           (h)   Developing and maintaining print forms libraries/inventories.
                 Designing, developing, testing and incorporating new forms into
                 system libraries.

           (i)   Supporting implementation of custom designs.

           (j)   Provisioning local stock and supplies, storing print output
                 forms and supplies, and proactively monitoring and replenishing
                 consumable materials.

           (k)   Keeping MSDW's forms and supplies confidential and keeping
                 output in a secure area.

           (l)   Destroying all unusable copies of output and reports, including
                 carbons, or delivering such materials to MSDW for proper
                 disposition.

           (m)   Define and document the names associated with remote and local
                 print service classes that have similar behavioral
                 characteristics or similar business needs. These names will be
                 defined for

                 (i)   Sysout classes;

                 (ii)  FCB, PageDef, FormDef names; and

                 (iii) Dest Local and Global names.

     2.7   Technical Support.
           -----------------

           IBM shall be responsible for performing technical support. IBM's
           responsibilities with respect to technical support shall include the
           following:

           (a)   Providing technical support, advice, and interfacing with
                 respect to the environments and Services for which IBM is
                 responsible as necessary for the MSDW applications development
                 and maintenance staff to perform work on applications software,
                 including responding promptly to applications development
                 requests for CICS changes.

           (b)   Providing reasonable assistance related to product research,
                 project support, and advice on Application tuning, efficiency
                 and functionality improvements.

           (c)   Developing, implementing and maintaining interfaces necessary
                 for MSDW systems otherwise used in the provision of the
                 Services to communicate with external entities, as mutually
                 agreed and subject to Section 12.4 of the Agreement (New
                 Services).

           (d)   Performing capacity planning, including: monitoring system use
                 and capacity; forecasting resource requirements; implementing
                 and utilizing tools, techniques and facilities for capturing
                 and reporting relevant system utilization data; analyzing and
                 reporting resource trends; analyzing workload capacity; and
                 coordinating projects to install additional resources as
                 required.

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           (e)   Performing configuration planning and management functions,
                 including: developing a strategy and configuration for CPU,
                 DASD, output processing and media; developing a plan for
                 availability and flexibility for performance.

           (f)   Providing regular monitoring and reporting of system
                 performance and utilization.

           (g)   Monitoring and improving performance through: system
                 performance tuning; Application technical consulting; system
                 performance reviews and recommendations.

           (h)   Performing analysis to improve use of batch production
                 resources, executing mass JCL changes for programmers and
                 customers, and enforcing JCL standards.

           (i)   Recommending job scheduling changes to improve Application job
                 stream effectiveness and mass JCL and programming changes to
                 take advantage of new technologies.

           (j)   Providing technical support and advice for various products and
                 application roll-outs with respect to the environments and
                 Services for which IBM is responsible, including analyzing
                 applications resource requirements.

           (k)   Providing support and set-up services for electronic
                 connections to external entities. IBM shall provide system
                 capabilities (e.g., reformatting, encryption) to accept and
                 exchange Electronic Data Interchange ("EDI") and other
                 electronic transactions with third parties identified by MSDW,
                 subject to Section 12.4 of the Agreement (New Services).

           (l)   On an ongoing basis, enhancing processing capabilities and
                 efficiencies through system tuning, load balancing and other
                 run time improvements. IBM shall perform regular monitoring of
                 utilization needs.

           (m)   Proposing capacity planning models and methodologies to MSDW
                 and addressing MSDW's business and technology forecasts as part
                 of its planning model.

           (n)   Formally reviewing capacity requirements as part of MSDW's
                 normal business planning cycle.

           (o)   Assisting MSDW in forecasting MSDW's capacity requirements in
                 response to projected MSDW business needs on an annual basis,
                 or as MSDW may request. IBM shall monitor and validate capacity
                 forecasts against MSDW's actual utilization and report on
                 resource usage trends.

           (p)   Revising the capacity planning model based on actual
                 performance.

           (q)   Providing, managing and maintaining the processing and storage
                 capacity (including through the provision of IBM Equipment)
                 necessary to provide the Services. IBM shall make required
                 capacity adjustments (increases or decreases) based on MSDW's
                 requirements for the Services.

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                (r)      Monitoring and tuning overall performance of the
                         systems environment including the installation of
                         tools/products as appropriate to improve the delivery
                         of the Services.

                (s)      Developing technical standards for the Services in
                         conjunction with MSDW personnel.

                (t)      Providing systems programming and systems utility
                         support.

                (u)      Maintaining production, development, quality assurance
                         and training environments that allow testing of new
                         Systems Software releases and Application releases.

                (v)      Monitoring system operations and providing prompt
                         response to problems. IBM shall resolve problems
                         related to missing designated times for critical
                         deadlines, interfaces, or batch completions.

                (w)      Operating the systems so as to comply with the
                         designated times for critical deadlines, interfaces,
                         or batch completions.

        2.8     Systems Management Controls.
                ---------------------------

                Except as otherwise provided by the Procedures Manual, and
                without limiting IBM's other responsibilities as set forth in
                the Agreement, IBM will design, implement, use and administer
                the following Systems Management Control disciplines as the
                standard set of procedures for managing the IPSS Services:

                (a)      Availability Management.  IBM will coordinate the
                         -----------------------
                         appropriate skills, information, tools and procedures
                         required to manage the availability of interactive
                         networks and their supporting hardware and software
                         components.

                (b)      Batch Management. IBM will control production batch
                         ----------------
                         work including the scheduling of resources, the
                         processing of data and transactions and the
                         distribution of data output/information between End
                         Users. IBM will perform and control setup and
                         scheduling in accordance with established operational
                         procedures.

                (c)      Online Management. IBM will install, integrate and
                         -----------------
                         configure the online Software platforms required to
                         run and manage online Applications Software. IBM will
                         coordinate and provide appropriate skills to perform
                         day-to-day operational task as associated with
                         running the production online environments.

        2.9      Hours of Operation.
                 ------------------

                  The IPSS Services and related operations described in this
                  Article 2 shall be provided {*}, except during the IPSS
                  Maintenance Window subject to IBM's obligations with respect
                  to the Maintenance Window set forth in Section 2.1(l) of this
                  Schedule A.

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                                      A-14

<PAGE>

3.       DATA NETWORK SERVICES

         IBM shall be responsible for the operation, administration and
         management of the Data Network, including network engineering, network
         connectivity and operations. IBM shall provide access to the Data
         Network that will permit access to Applications from remotely located
         terminals and workstations. IBM will provide dedicated and switched
         access to the Data Network through the use of a Systems Network
         Architecture ("SNA") environment using Virtual Telecommunications
         Access Method ("VTAM") and Network Control Program ("NCP") Software
         programs. In addition to the SNA environment described above, IBM shall
         also provide access to (a) a Multiprotocol Network ("MPN") by means of
         a router-connected private backbone that provides transport for a
         variety of protocols including TCP/IP, and (b) mainframe or host
         Applications via frame relay-based Managed Data Network Services (such
         Services "MDNS").

         3.1      Data Network Engineering.
                  ------------------------

                  IBM shall be responsible for providing Data Network
                  engineering. IBM's responsibilities with respect to Data
                  Network engineering shall include the following:

                  (a)      Supporting the development of a clear, concise,
                           strategic direction for the Data Network. Data
                           Network standards and architecture decisions
                           (including a change in means of transport) shall be
                           compatible with MSDW's requirements. IBM shall also
                           provide technical advice to MSDW in the development
                           of plans, management of expectations, and promotion
                           of successful project implementations.

                  (b)      Monitoring and managing Data Network performance. IBM
                           shall maintain Data Network performance management
                           and monitoring processes and tools to provide regular
                           performance and capacity monitoring/reporting. IBM
                           shall identify opportunities for improving the
                           overall efficiency of Data Network Services.

                  (c)      Managing the capacity and configuration of the Data
                           Network. This includes, as applicable, monitoring and
                           tuning the Data Network for efficiency, conducting
                           Data Network benchmarks and thresholds, load
                           balancing Data Network traffic, scaling the
                           infrastructure (e.g., sizing data lines and providing
                           the facilities and equipment to provide necessary
                           bandwidth) in response to then-existing or forecasted
                           levels of demand for the Services, configuring
                           requirements and coordinating with service and supply
                           vendors.

                  (d)      Evaluating the principal performance indicators of
                           Data Network operation, verifying Performance
                           Standards, including as applicable identifying
                           bottlenecks and establishing and reporting on trends
                           for decision making and planning. These measurements
                           may take the form of overall throughput, percent
                           utilization, error rates, or specific performance
                           measurements such as packets per second. Measurements
                           will include both peak and average levels.

                  (e)      Identifying future loads on the Data Network that
                           could impact performance and developing forecasts of
                           Data Network growth and other changes in response to
                           the projected business needs of MSDW.

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                (f)        Monitoring the utilization of circuits to determine
                           appropriate sizing and port speed given the topology
                           of the Data Network and MSDW's usage patterns. IBM
                           shall also provide utilization reports quarterly and
                           otherwise when appropriate or as reasonably requested
                           by MSDW. IBM shall evaluate circuit utilization and
                           recommend upgrading, downsizing, or elimination as
                           appropriate.

                (g)        Maintaining high levels of Data Network circuit
                           quality. If MSDW believes that the quality of a Data
                           Network circuit has degraded, but not to such an
                           extent that MSDW considers the circuit to not be
                           Available for Use (as defined in Schedule B), IBM
                           shall investigate the reported problem using
                           non-intrusive testing methods and attempt to remedy
                           any quality degradation in the circuit. However, if
                           remedying the circuit problem would require IBM to
                           take the circuit out of service, IBM shall notify
                           MSDW and shall not take the circuit out of service
                           without prior authorization from MSDW.

                (h)        Performing Data Network optimization analyses on a
                           regular basis. At a minimum, such analyses shall be
                           performed following any major Data Network migrations
                           or changes. IBM shall work with MSDW to achieve
                           MSDW's optimization objectives as identified by MSDW
                           and as mutually agreed.

                (i)        Providing technical advice to MSDW with respect to
                           the environments and Services for which IBM is
                           responsible regarding: (A) applications development
                           so that applications being developed perform
                           effectively on the Data Network; and (B) optimizing
                           the utilization of applications utilizing the Data
                           Network.

                (j)        Providing systems engineering support for the Data
                           Network.

                           (i)      IBM shall perform engineering functions
                                    related to ordering, upgrading, and
                                    installing Data Network circuits, software
                                    and equipment.

                           (ii)     IBM shall perform Data Network planning and
                                    design activities, to include circuit layout
                                    and establishing Data Network Services
                                    design criteria and standards with MSDW
                                    approval. IBM shall develop and recommend an
                                    overall Data Network Services architecture
                                    addressing MSDW's business strategies.

                           (iii)    IBM shall maintain, and provide to MSDW upon
                                    MSDW's request, Equipment inventories with
                                    respect to the Data Network, location lists,
                                    and other Data Network documentation and
                                    information.

                           (iv)     IBM shall verify restoration of Availability
                                    following problems with Data Network
                                    circuits or Equipment operated by IBM.

                           (v)      Subject to Section 12.4 of the Agreement,
                                    IBM shall perform Data Network modifications
                                    as required to maintain compliance with
                                    regulatory changes applicable to the Data
                                    Network. IBM shall be responsible for
                                    performing such Data Network modifications
                                    within reasonable timeframes for compliance.

                           (vi)     Where IBM's third party suppliers or
                                    subcontractors must make modifications to
                                    their service or technology platform
                                    (including as

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<PAGE>

                                   necessary to achieve interoperability with
                                   existing Equipment operated by IBM and
                                   Software), IBM shall oversee these
                                   activities, verify that they are performed
                                   within reasonable timeframes, and provide
                                   progress reports to MSDW as part of the
                                   Change Control Procedures and otherwise upon
                                   the reasonable request of MSDW.

                  (k)      Performing network administration and documentation
                           functions, including: installing Equipment with
                           respect to the Data Network for which IBM has
                           operational responsibility; verifying usage-based
                           communications charges; monitoring network traffic;
                           maintaining documentation of routers, bridges and hub
                           configurations; establishing network procedures and
                           standards; and maintaining network map for the Data
                           Network. IBM shall maintain Data Network diagrams for
                           the Services.

          3.2     Data Network Connectivity and Operations.
                  ----------------------------------------

                  IBM shall be responsible for Data Network connectivity and
                  operations. IBM's responsibilities with respect to Data
                  Network connectivity and operations shall include the
                  following:

                  (a)      Providing dedicated and switched access to the Data
                           Network, including as described in Attachment A-1;

                  (b)      Proactively managing and monitoring the Data Network
                           through the use of a network monitoring system,
                           including monitoring of circuit quality and
                           utilization. IBM shall continue to provide to MSDW
                           display-only access to the network monitoring system
                           utilized by IBM.

                  (c)      Keeping the Data Network available and functioning
                           properly with reliable quality.

                  (d)      Maintaining and supporting Data Network components,
                           including:

                          (i)      Supporting SNA, VTAM, Netview, NPM, VPS, NDM,
                                   Supersession and mainframe TCP/IP, as
                                   applicable; and

                          (ii)     Providing hardware maintenance for front-end
                                   processors, local and remote controllers,
                                   remote bridges and gateways (e.g., installing
                                   micro code upgrades and releases in
                                   controllers and front-end processors).

                  (e)      Tracking, managing, communicating and resolving Data
                           Network exceptions.

                  (f)      Maintaining and providing Data Network documentation
                           for IBM's areas of responsibility and cooperating
                           with MSDW in maintaining overall Data Network
                           documentation.

                  (g)      Working with involved parties (e.g., other vendors
                           and MSDW personnel) to resolve Data Network problems.

                  (h)      Performing planning, design and supervision of
                           backbone circuits.

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<PAGE>

                  (i)      Provisioning, installing, upgrading, troubleshooting,
                           maintaining and repairing Data Network circuits,
                           Equipment operated by IBM and Software as required to
                           meet IBM's obligations under the Agreement. With
                           respect to the Data Network, IBM shall be responsible
                           for connectivity, both dedicated and switched
                           dial-up, and the communications related Equipment
                           operated by IBM and Software in support thereof, to
                           and between MSDW locations, End User Locations and
                           locations that do business with MSDW and End Users,
                           to the extent requested by MSDW and subject to MSDW's
                           payment of any applicable charges set forth in
                           Schedule C.

                  (j)      Performing regularly scheduled and emergency system
                           maintenance in accordance with the Change Control
                           Procedures, the Procedures Manual and the following:

                           (i)      Maintenance shall be performed during the
                                    Data Network Maintenance Window; maintenance
                                    outside of the Data Network Maintenance
                                    Window may be performed only as approved by
                                    MSDW. IBM will work with MSDW, and where
                                    possible, accommodate MSDW's business
                                    requirements, in scheduling maintenance
                                    during the Data Network Maintenance Window.

                           (ii)     At MSDW's request and upon reasonable
                                    notice, IBM shall change the schedule for
                                    the Data Network Maintenance Window,
                                    provided that IBM is not materially
                                    adversely affected by such change.

                           (iii)    Upon MSDW's request and {*} advance
                                    written notice to IBM or upon less notice as
                                    otherwise agreed upon by the Parties, IBM
                                    shall schedule and accommodate MSDW
                                    maintenance activity during the earliest
                                    Data Network Maintenance Window after such
                                    notice.

                           (iv)     IBM shall give MSDW advance notice of
                                    routine maintenance, to be performed during
                                    the Data Network Maintenance Window, that
                                    may affect the Services.

                           (v)      The Data Network shall be unavailable during
                                    the Data Network Maintenance Window only to
                                    the extent necessary for systems maintenance
                                    purposes; provided, however, that IBM will
                                    maintain at least one copy of {*}
                                    authorization and routing regions, as well
                                    as the TCP/IP stack on the host
                                    corresponding to such regions, Available for
                                    Use for each applicable MSDW Business Unit
                                    in at least one Data Center at all times for
                                    transaction routing purposes, including as
                                    necessary to enable data exchange between
                                    the host interface to the Marquee
                                    processors, and routers connected to such
                                    host, via the TCP/IP socket on such host.
                                    Any maintenance of {*} authorization and
                                    routing regions or the TCP/IP stack on the
                                    host corresponding to such regions shall be
                                    staggered among Data Centers such that the
                                    requirements described in this Subsection
                                    (v) are satisfied. Before conducting any
                                    such maintenance, IBM shall verify that the
                                    requirements described in this Subsection
                                    2.1(l)(v) are satisfied. IBM shall promptly
                                    notify MSDW Business Unit personnel
                                    designated by MSDW from time to time of any
                                    maintenance conducted outside of the IPSS
                                    Maintenance Window

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<PAGE>

                      affecting the { * } authorization and routing regions or
                      the TCP/IP stack on the host corresponding to such
                      regions.

           (k)   Maintaining then-existing and future MSDW-supplied alternate
                 pathing and automatic dial-up backup capabilities, including
                 for LAN-to-Data Network connections.

           (l)   Evaluating and testing, in advance, Data Network, terminal and
                 interface Equipment operated by IBM. IBM shall configure and
                 install such Equipment that will be attached to, and will
                 communicate over, the Data Network.

           (m)   Scheduling Data Network outages related to installation,
                 maintenance, expansions and modifications during hours that
                 meet operational needs and minimize disruption as approved in
                 advance by MSDW. IBM shall notify MSDW, as appropriate, prior
                 to the scheduled outage unless otherwise agreed to by MSDW.

           (n)   Reporting outages of circuits and Equipment operated by IBM to
                 the appropriate vendor, and tracking and escalating as required
                 for timely resolution.

           (o)   Maintaining redundancy and alternative routing on Data Network
                 infrastructure at levels that are commercially reasonable and
                 in accordance with industry standards.

           (p)   Providing system dial-up ports as required.

           (q)   Providing interfaces, support and coordination to maintain
                 on-going communications capability among MSDW, End Users and
                 locations that do business with MSDW and End Users.

           (r)   Upon MSDW's review and approval, providing connectivity to IBM
                 and third party vendor facilities and systems or other external
                 networks as mutually agreed.

           (s)   Providing appropriate information and assistance to locations
                 that do business with MSDW in establishing and maintaining
                 connections between the Data Network and such locations. IBM
                 shall provide information regarding the operability of Data
                 Network components to assist such external parties in resolving
                 problems. IBM shall monitor such connections to the extent the
                 Data Network is able to provide information regarding the
                 status of such connections.

           (t)   Supporting protocol conversion and translation, as necessary to
                 provide the Services, or as otherwise requested by MSDW and
                 mutually agreed.

           (u)   Coordinating Data Network addressing. IBM shall manage address
                 generation capacity to avoid interruption or delay of normal
                 MSDW operations and provide addressing for the required number
                 of devices at End User Locations to meet installation and test
                 schedules proposed by IBM and approved by MSDW.

           (v)   Disconnecting circuits and removing Data Network Equipment
                 operated by IBM that is no longer needed by MSDW. IBM shall
                 complete removal activities within { * } after the date that
                 IBM receives notification from MSDW that the

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<PAGE>

                 connection is no longer needed by MSDW. In any event, IBM shall
                 complete removal activities within the published time frames of
                 the applicable local exchange carriers and inter-exchange
                 carriers.

           (w)   Developing IBM acceptance procedures for installation and
                 changes to the Data Network (other than with respect to
                 MSDW-requested MACs, which is addressed in Section 3.3(f) of
                 this Schedule A), and for verifying restoration of Availability
                 following problems with Data Network circuits or Equipment
                 operated by IBM. The acceptance procedures shall use objective
                 and demonstrable criteria for verifying compliance with
                 Performance Standards, performance specifications and
                 applicable criteria.

           (x)   Providing network management services to proactively monitor
                 MSDW's telecommunications environments for service degradation,
                 including detection, isolation, diagnosis and correction of
                 problems. IBM shall diagnose and attempt to resolve problems
                 remotely. IBM shall perform reactive, proactive, and predictive
                 fault management and will implement policies and procedures to
                 take advantage of opportunities to improve the problem
                 management process.

           (y)   Coordinating the resolution of problems between third party
                 telecommunications providers and internal MSDW teams to resolve
                 issues escalated by the Help Desk. This may include
                 coordinating on-site meetings between appropriate third-party
                 vendors.

           (z)   Providing reports on the status of the Data Network in
                 accordance with the Agreement. Over the Term, IBM shall make
                 efforts to improve these reports in terms of readability,
                 comprehensiveness, and accuracy, where applicable.

     3.3   Data Network Moves, Adds and Changes.
           ------------------------------------

           As requested by MSDW, IBM shall be responsible for planning,
           managing, performing and testing moves, adds and changes for Data
           Network Services ("MACs") in accordance with any applicable
           Performance Standards established pursuant to Schedule B. Moves, adds
           and changes carried out pursuant to Problem Management activities
           shall not be treated as MACs. IBM shall perform its responsibilities
           with respect to MACs so as to minimize the impact on MSDW's business
           operations. IBM's specific responsibilities with respect to MACs
           shall include the following:

           (a)   As part of planning a MAC, IBM shall prepare MAC orders in
                 consultation with MSDW and shall validate the correctness and
                 proper authorization for MAC orders. In addition, IBM shall,
                 for each MAC, establish a backout procedure so as to be able to
                 undo such MAC and restore pre-MAC status in the event of
                 unsuccessful testing. If MSDW space planning personnel or third
                 party personnel designated by MSDW are involved in a MAC, IBM
                 shall coordinate with such MSDW personnel or third party
                 personnel, as applicable.

           (b)   IBM shall be responsible for coordinating the MAC from
                 initiation to completion, including serving as a single point
                 of contact, coordinating with MSDW groups (including as
                 required regarding cabling and wiring issues with respect to
                 the Data Network) and IBM-provisioned third party
                 services/products suppliers to achieve high quality execution
                 of such MAC. As a part of the

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<PAGE>

                 foregoing IBM shall coordinate with required parties in the
                 performance of MAC site inspections and the preparation of MAC
                 sites for MACs as each relates to the Data Network.

           (c)   As part of performing a MAC, IBM's responsibilities shall
                 include:

                 (i)    with respect to Equipment operated by IBM, delivering
                        such Equipment to, or removing such Equipment from, a
                        site as necessary;

                 (ii)   communicating Data Network logical unit configuration
                        information (including, with respect to switched Data
                        Network access, LU configuration XID information) to
                        MSDW where appropriate;

                 (iii)  coordinating order and installation of circuits (e.g.,
                        telephone company circuits) where reasonably required;

                 (iv)   notifying MSDW of any expected delays in meeting
                        required completion dates or applicable Performance
                        Standards;

                 (v)    cooperating and working with MSDW, third parties or
                        telephone companies to resolve delays under their
                        control;

                 (vi)   monitoring Data Network Services at MAC sites to verify
                        that such Services are Available for Use;

                 (vii)  escalating and pursuing any reported Available for Use
                        problems with third parties as appropriate; and

                 (viii) providing billing information consistent with the type
                        and detail of information provided as of the Effective
                        Date, including total connect time by XID/PU to MSDW.

           (d)   IBM shall complete MSDW MAC requests for XIDs within { * } of
                 request by MSDW. IBM shall complete MSDW MAC requests for
                 circuits as soon as commercially feasible but in no event in
                 more than { * } after receiving MSDW's request, except to the
                 extent that IBM reasonably demonstrates delay caused by telco
                 service delivery. IBM shall use reasonable efforts to complete
                 MAC requests for circuits before the end of such { * } period
                 if MSDW requests expedited service.

           (e)   IBM shall provide on-site MAC support as necessary and
                 appropriate.

           (f)   IBM shall perform testing for MACs that includes acceptance
                 procedures that use objective and demonstrable criteria to
                 verify compliance with performance specifications and
                 applicable criteria. A MAC shall be deemed completed only after
                 IBM has notified MSDW that such MAC has successfully passed
                 applicable acceptance testing procedures and MSDW has notified
                 IBM of its acceptance. Each Party's notification to the other
                 Party pursuant to the immediately preceding sentence shall be
                 in accordance with any mutually agreed-upon, documented
                 procedures for notification.

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           (g)   Upon the completion of each MAC, IBM shall document such MAC,
                 updating its asset management system as applicable. Such
                 documentation and updating shall include tracking equipment
                 and/or software changes made pursuant to the MAC.

           Where MSDW is responsible for a MAC-related activity as described in
           the Responsibility Matrices, IBM shall coordinate with and support
           MSDW as requested by MSDW.

     3.4   Data Network Software Products.
           ------------------------------

           IBM shall provide the following Software products to MSDW, subject to
           the licensing terms set forth in the Agreement:

           (a)   Strategic Network Data Manager ("SNDM") and SCF (SNDM
                 -----------------------------------------------------
                 Communicator's facility). SNDM is a Software product used to
                 ------------------------
                 transmit datasets among IBM Data Centers and MSDW Facilities.
                 IBM will install and utilize SNDM in all IBM Data Centers as
                 part of the Services, and will provide MSDW with both SNDM and
                 SCF (SNDM Communicator's facility) pursuant to this Section.

           (b)   SNDS. SNDS is a batch data transfer Software product for a
                 ----
                 personal computer, which only operates in a SNA leased-line
                 environment.

           (c)   Teleview. Teleview is a mainframe-based session management
                 --------
                 Software product that provides multiple session support across
                 a single SNA logical session. IBM will maintain copies of
                 Teleview on the mainframe Equipment for use by MSDW.

           The Software products described in Subsections (a) and (b) of this
           Section shall be provided { * }. The Software product described in
           Subsection (c) of this Section shall be provided in accordance with
           the corresponding pricing set forth in Schedule C.

     3.5   Other Data Network Services.
           ---------------------------

           IBM shall provide the following Data Network Services:

           (a)   Merchant Interface Gateway ("MIG") Platform. The MIG Service
                 -------------------------------------------
                 consists of Equipment, Software and a communications platform
                 supplied by IBM in order to facilitate the transmission of
                 credit card authorization request data to { * } for routing to
                 the appropriate authorizer. The MIG Service shall include the
                 provision of:

                  (i)   any premise IBM Equipment at authorization origination
                        sites (e.g., merchant sites) that is necessary to
                        provide this Service;

                  (ii)  operating and communications Software; and

                  (iii) program exits to user routines for specific
                        Applications.

           (b)   Financial Interface Gateway ("FIG") Platform. The FIG Service
                 --------------------------------------------
                 consists of Equipment, Software and a communications platform
                 supplied by IBM that facilitates the transmission of credit
                 card or check authorization data from an

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Schedule A to Services Agreement                           MSDW/IBM CONFIDENTIAL
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<PAGE>

                  ATM network or other financial institution to { * } for
                  routing to the appropriate authorizer. The FIG Service shall
                  include the provision of:

                  (i)   any premise IBM Equipment at the financial institution
                        or at the ATM network provider's premise that is
                        necessary to provide this Service;

                  (ii)  operating and communications Systems Software; and

                  (iii) { * } Software for PIN codes.

           (c)    Telecommunications Access Number ("TCAM"). TCAM Service
                  -----------------------------------------
                  consists of the provision of TCAM in a host processor, a
                  Software product conforming to Systems Network Architecture
                  ("SNA") that handles and queues messages in the Data Network
                  by making use of the Virtual Telecommunications Access Method
                  ("VTAM") access method capabilities. This Service includes:

                  (i)   provision of necessary operating and communications
                        Software; and

                  (ii)  provision of program exits to user routines for specific
                        Applications.

           (d)    { * } Service consists of the provision of { * }, a CICS-based
                  transaction router application used for real-time credit
                  purchase authorizations. All major bank cards can be routed
                  through { * } to respective authorizing institutions. A
                  secondary function provided is the "pass-through" routing of
                  application messages. This Service includes:

                  (i)   provision of necessary operating and communications
                        Software; and

                  (ii)  provision of program exits to user routines for specific
                        Applications.

           (e)    { * } Service consists of the provision of { * }, a CICS-based
                  transaction router used for real-time credit purchase
                  authorizations solely for Discover Financial Services. Only
                  Discover credit cards can be routed through { * } to the
                  Discover Card Authorization system. This Service includes:

                  (i)   provision of necessary operating and communications
                        Software; and

                  (ii)  provision of program exits to user routines for specific
                        Applications.

           (f)    Credit Authorization Gateways. This Service consists of the
                  -----------------------------
                  provision of facilities and SNA connectivity to enable the
                  transmission of credit card authorization data to and from
                  host-based Applications (e.g., { * }) for routing to the
                  appropriate third-party authorizer. This Service includes:

                  (i)   provision of environmental support that includes
                        necessary power, climate, LAN connectivity, and rack
                        space for authorizer-provided equipment; and

                  (ii)  provision of communications connectivity between the
                        authorizer-provided equipment to diverse front-end
                        processor Equipment ports at

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<PAGE>

                             IBM Facilities datacenter location using dual 19.2
                             Kbps circuits (i.e., two (2) circuits and two (2)
                             ports per credit authorization gateway).

              (g)    Host Security Module ("HSM").
                     ----------------------------

                     This Service consists of the provision of facilities and
                     SNA connectivity to enable the use of authorizer-provided
                     equipment (e.g., Racal Datacom equipment) for the
                     decryption of personal identification numbers ("PINs")
                     transmitted from point-of-sale ("POS") Equipment. Debit
                     card information including the PINs is transferred from the
                     POS Equipment to host-based Applications (e.g., NWS) for
                     routing to the appropriate authorizer. The HSM Service
                     decrypts each PIN prior to this authorizer transmission.
                     The Host Security Module Service includes:

                     (i)     provision of environmental support that includes
                             necessary power, climate, LAN connectivity, and
                             rack space for authorizer-provided equipment (e.g.,
                             Racal Datacom equipment) located in IBM Facilities;
                             and

                     (ii)    provision of communications connectivity between
                             the authorizer-provided equipment and diverse
                             front-end processor Equipment ports at each IBM
                             Facilities datacenter location using dual 19.2 Kbps
                             circuits (i.e., two (2) circuits and two (2) ports
                             per gateway).

        3.6   Systems Management Controls.
              ---------------------------

              Except as otherwise provided by the Procedures Manual, and without
              limiting IBM's other responsibilities as set forth in the
              Agreement, IBM will design, implement, use and administer the
              following Systems Management Control disciplines as the standard
              set of procedures for managing the Data Network Services:

              (a)    Batch Transmission Management. IBM will provide the ability
                     -----------------------------
                     to facilitate batch traffic transmissions between Equipment
                     operated by IBM and other remote workstations or End User
                     Equipment. Setup and scheduling of these transmissions can
                     be controlled by MSDW. IBM will assist MSDW with special
                     requests by MSDW for batch transmission management.

              (b)    Interactive Traffic Management. IBM will provide
                     ------------------------------
                     connectivity that allows End Users to communicate with
                     on-line Applications using the Data Network. IBM will
                     monitor and control the Data Network Equipment and Software
                     control resources that allow End Users to interactively
                     access mainframe resources.

              (c)    Configuration Management. IBM will process all Data Network
                     ------------------------
                     configuration changes and maintain this information within
                     configuration databases.

              (d)    Inventory Management. IBM will manage inventory on all
                     --------------------
                     Equipment operated by IBM (including incoming and outgoing)
                     in the Data Network. This activity includes serial number
                     tracking, IBM third party supplier coordination and
                     maintenance.

        3.7   Hours of Operation.
              ------------------

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<PAGE>

               IBM shall be responsible for the Data Network communications { *
               }. The Data Network shall be Available for Use { * }, except
               during the Data Network Maintenance Window (as defined in Section
               1.1(f) of this Schedule A), subject to the Performance Standards
               set forth in Schedule B and to IBM's obligations with respect to
               the Data Network Maintenance Window set forth in Section 3.2(j)
               of this Schedule A.

4.      CROSS-FUNCTIONAL SERVICES

        IBM shall provide the following cross-functional Services as such
        Services relate to the IPSS Services and Data Network Services. In the
        event that MSDW terminates the provision of Data Network Services { * },
        IBM shall continue to provide the Services set forth in this Article 4
        as such Services relate to the IPSS Services.

        4.1    Technology Business Continuity Services.
               ---------------------------------------

               (a)    Technology Business Continuity Plan. IBM shall be
                      -----------------------------------
                      responsible for the implementation, maintenance and
                      testing of a mutually agreed-upon technology business
                      continuity plan for the Services (the "TBCP"). The TBCP
                      shall be a component of MSDW's overall business continuity
                      plan. IBM shall follow the existing TBCP in effect
                      immediately prior to the Effective Date. IBM shall update
                      the TBCP pursuant to Subsection (i) of this Subsection (a)
                      and otherwise with MSDW's approval as necessary and
                      appropriate to remain current with the environments
                      covered by the plan. IBM's responsibilities with respect
                      to the TBCP shall include the following:

                      (i)    Reviewing and revising, as necessary, the TBCP in
                             the following manner:

                             (A)  Within { * } after the Effective Date, IBM and
                                  MSDW shall review MSDW's existing TBCP. Based
                                  upon this joint review, IBM will propose
                                  updates and revisions to the existing TBCP,
                                  for MSDW's review and approval, reflect the
                                  Services provided and to respond appropriately
                                  to new MSDW requirements. To the extent the
                                  implementation of changes to the existing TBCP
                                  would constitute New Services pursuant to
                                  Section 12.4 of the Agreement, IBM shall so
                                  indicate and propose an estimated charge for
                                  implementation.

                             (B)  Within { * } after receiving MSDW's comments,
                                  provide MSDW for MSDW's review, comment and
                                  approval, a revised draft of the TBCP, based
                                  on MSDW's review and IBM's proposed changes
                                  approved by MSDW. IBM shall incorporate any
                                  comments or suggestions by MSDW into the
                                  revised draft TBCP.

                             (C)  Within { * } after receiving MSDW's comments
                                  on the revised draft provided by IBM pursuant
                                  to Subsection (B) above, provide MSDW for
                                  MSDW's approval the final revised TBCP. The
                                  final revised TBCP shall not be implemented
                                  until it has been approved by MSDW.

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<PAGE>

                     (ii)    The TBCP shall be maintained to enhance the
                             effectiveness of MSDW's existing technology
                             business continuity/disaster recovery capabilities.
                             Among other things, the TBCP shall:

                             (A)  List the agreed-upon time criteria for
                                  restoring MSDW's operating environment and
                                  recovering those resources necessary to permit
                                  MSDW to recover Applications Software in
                                  accordance with the corresponding Recovery
                                  Class of Service designated by MSDW.

                             (B)  List the agreed-upon time criteria for
                                  transporting storage media from off-site
                                  storage facilities to the applicable disaster
                                  recovery facilities.

                             (C)  Provide for the recovery of mission critical
                                  information technology processing capabilities
                                  within the time frames provided in the
                                  Business Continuity Plan.

                             (D)  Contain a brief description of processes and
                                  procedures used to recover the Services, and
                                  associated time frames for the recovery of
                                  such Services, including a prioritized listing
                                  of Applications and their respective Recovery
                                  Class of Service for disaster recovery
                                  purposes;

                             (E)  Identify a listing of the Equipment operated
                                  by IBM and Software comprising the
                                  Configuration by Recovery Class of Service;

                             (F)  Describe IBM's and MSDW respective recovery
                                  responsibilities;

                             (G)  Set forth contact listings of MSDW and key IBM
                                  Personnel;

                             (H)  Identify recovery teams for each Party;

                             (I)  Describe recovery scenarios;

                             (J)  Contain criteria for Disaster declaration,
                                  recovery and testing;

                             (K)  Describe backup process and components;

                             (L)  Identify the hot sites designated by IBM for
                                  business continuity functions and the location
                                  for off-site storage of the tape backups;

                             (M)  Contain notification procedures;

                             (N)  Address recovery information, procedures and
                                  schedules;

                             (O)  Address periodic reporting, which shall at a
                                  minimum include testing results. IBM shall
                                  provide access to an on-line system that lists
                                  the Applications and the corresponding
                                  Recovery Class

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<PAGE>

                                  of Service for each of such Applications, as
                                  such Recovery Class of Service is designated
                                  by MSDW.

                             (P)  Address testing results and any required
                                  corrective action plans; and

                             (Q)  Contain procedures for maintaining the TBCP.

                      (iii)  IBM will provide a representative who is
                             knowledgeable in disaster recovery planning and the
                             TBCP to serve as a single point-of-contact for MSDW
                             disaster recovery-related communications and
                             activities and who will be responsible for the
                             development and maintenance of the TBCP pursuant to
                             this Section;

                      (iv)   IBM shall cooperate with MSDW personnel responsible
                             for the MSDW business continuity plan (the "MSDW
                             Business Continuity Team"), participate in
                             proceedings of the MSDW Business Continuity Team as
                             reasonably requested by MSDW, and in conjunction
                             with the requirements set forth for the MSDW's
                             overall business continuity plan, maintain the
                             TBCP. The environments and resources supported by
                             the Configuration will be maintained in the
                             Emergency Response Plan ("ERP") section of the
                             on-line Application Contingency Plan ("ACP")
                             maintained by MSDW. The environments and resources
                             necessary to permit MSDW to recover Applications
                             Software in accordance with the corresponding
                             Recovery Class of Service will be recovered per the
                             ERP which ties in to the IBM accounting system. The
                             Job Account ("JA") for each Applications Software
                             job is indicated in the IBM accounting system and
                             determines what jobs will run to recover such
                             environments and resources. An `EXIT' checks the JA
                             for each Application during recovery and only runs
                             those jobs corresponding to a Class 1, Class 2 or
                             Class 4 Recovery Class of Service. With cooperation
                             and approval from MSDW, IBM will review and update,
                             if necessary, the TBCP on an annual basis or as
                             otherwise warranted by business or technical
                             changes (or both) to verify compatibility with
                             MSDW's overall business continuity plan.
                             Implementation of changes to the TBCP shall be
                             subject to Section 12.4 of the Agreement. IBM will
                             receive business direction and requirements from
                             the MSDW Business Continuity Team and will receive
                             authorization from such team to make significant
                             changes to the strategic and/or tactical direction
                             of the TBCP.

                      (v)    IBM shall test the TBCP, in cooperation with MSDW
                             in accordance with the following:

                             (A)  Performing testing by Recovery Class of
                                  Service in accordance with the TBCP and as
                                  follows: With respect to the environments and
                                  resources supporting Applications with a Class
                                  1 Recovery Class of Service, { * }, and with
                                  respect to the environments and resources
                                  supporting Applications with a Class 2
                                  Recovery Class of Service, { * }.

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<PAGE>

                                    (B) Scheduling testing at dates and times
                                        initially agreed upon by the Parties as
                                        part of the testing process. As of the
                                        Effective Date, the testing process
                                        provides for the mutual agreement of
                                        dates and times in January of each
                                        calendar year.

                                    (C) Performing the test at the business
                                        Recovery Center.

                                    (D) Permitting MSDW to observe all such
                                        tests or parts of such tests subject to
                                        Article 10 of the Agreement.

                                    (E) Providing MSDW with a written report of
                                        the test results by class and providing
                                        MSDW with proposed TBCP modifications.

                                    (F) Performing problem resolution and
                                        retesting of unsuccessful Services test
                                        components in a timely manner.

                             (vi)   IBM shall adjust its disaster recovery
                                    capability as necessary to accommodate
                                    growth in MSDW's business volumes, changes
                                    in MSDW's operating environments,
                                    Application Software enhancements, changed
                                    processing locations, or new functions
                                    requested. Changes to the TBCP shall be made
                                    in accordance with the Change Control
                                    Procedures.

                             (vii)  IBM shall identify opportunities (if any)
                                    for improvement and efficiencies in disaster
                                    recovery functions.

                             MSDW will designate a representative who is
                             knowledgeable in disaster recovery planning and the
                             TBCP to serve as a single point-of-contact for
                             MSDW. Such representative will:

                             (viii) Act as the primary interface to IBM's
                                    disaster recovery representative described
                                    above;

                             (ix)   Be reasonably available in the event a
                                    Disaster is declared;

                             (x)    Cooperate with IBM in the development and
                                    maintenance of the TBCP; and

                             (xi)   Be responsible for the proper classification
                                    of Applications into the various recovery
                                    classes.

                       (b)   Technology Business Continuity Functions.  In the
                             ----------------------------------------
                             event of a disaster, IBM shall provide technology
                             business continuity functions in accordance with
                             the TBCP.  IBM's functions shall include the
                             following:

                             (i)    Declaring a Disaster upon request from MSDW,
                                    or jointly with MSDW if a joint declaration
                                    is feasible. Where a joint declaration is
                                    not feasible, and IBM reasonably and in
                                    good-faith believes that a Disaster has
                                    occurred, IBM shall promptly notify MSDW of
                                    a declared Disaster.

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<PAGE>

                     (ii)  Providing a single point-of-contact for technology
                           business continuity related communications and
                           activities.

                     (iii) Maintaining communications with MSDW as to the status
                           of the Disaster and the progress of the restoration
                           process.

                     (iv)  Assuming responsibility for the data processing
                           operating environments and Data Network facilities at
                           the disaster recovery facilities, including the
                           following:

                           (A) Taking immediate action to prepare the Recovery
                               Center for use and will provide the resources
                               (including processing and network
                               resources)necessary to support Applications. In
                               the event that a Disaster renders IBM incapable
                               of providing IPSS Services, IBM will move its
                               operations to the designated Recovery Center and
                               provide the Services to MSDW within the time
                               frames corresponding to the Recovery Class of
                               Service assigned by MSDW for each Application.

                           (B) Delivering the data, Systems Software and
                               Applications archived in off-site storage to the
                               Recovery Center designated in the TBCP.

                           (C) Rerouting the affected data communications
                               circuits to the Recovery Center.

                           (D) In the event of a declared Disaster with respect
                               to a Data Center, IBM will recover the operating
                               environment platform in Recovery Center based on
                               the information provided in the TBCP. As of the
                               Effective Date (and unless otherwise agreed upon
                               by the Parties pursuant to the revised TBCP), in
                               the event that a Disaster occurs in any Data
                               Center, all Class 3 workloads (for customers
                               affected or not affected by the Disaster) will be
                               quiesced as necessary and in accordance with the
                               TBCP, and disrupted Class 1, Class 2 and Class 4
                               workloads would be restored.

                           (E) Recovering the environments and resources
                               necessary for MSDW to recover Applications in
                               accordance with the TBCP and within the time
                               frame corresponding to the Recovery Class of
                               Service designated for such Applications.

                           (F) Operating the Applications on the Configuration
                               at the Recovery Center.

                           (G) Furnishing all supplies and storage media
                               (excluding supplies for which MSDW is responsible
                               under the Agreement (e.g., special forms)).

                           (H) { * }

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<PAGE>

                           (I) Providing all required Data Network connectivity
                               to the Recovery Center.

                           (J) { * }

                (c)  Support for MSDW Contingency Testing. IBM shall provide
                     ------------------------------------
                     adequate resources to support MSDW contingency testing
                     requirements (including with respect to database
                     environments) in accordance with reasonable MSDW
                     requirements.

        4.2     Equipment Management and Support.
                --------------------------------

                IBM shall be responsible, except as expressly provided otherwise
                in the Agreement, for adding to, replacing, upgrading,
                supporting and maintaining the IBM Equipment and, to the extent
                provided in the SSAs, MSDW Equipment. IBM will refresh this IBM
                Equipment in accordance with Section 3.4 of the Agreement. IBM's
                responsibilities with respect to the provisioning, support and
                maintenance of IBM Equipment shall include the following:

                (a)  Staging, configuring, installing (including performing site
                     surveys, testing and verification in support of
                     installation as appropriate) and, as appropriate,
                     de-installing and removing such IBM Equipment.

                     (i)    IBM shall plan and coordinate such activities with
                            the appropriate MSDW Business Units, perform such
                            activities in accordance with MSDW approved
                            schedules.

                     (ii)   IBM shall install the necessary Software.

                     (iii)  IBM shall perform full testing (which shall include
                            verifying that proper Data Network connectivity is
                            obtained, if applicable) after installation and
                            provide proper back-out procedures.

                     (iv)   If installation occurs after hours, IBM shall make
                            available support the next working business day in
                            order to provide the necessary support. Such support
                            will be on-site as necessary.

                     (v)    IBM shall promptly notify MSDW of any problems that
                            might affect availability of IBM Equipment within
                            established schedules.

                     (vi)   With respect to (A) leased MSDW Equipment for which
                            the applicable lease expires, and (B) MSDW
                            Equipment owned by MSDW that is located in IBM
                            Facilities, IBM shall cooperate with MSDW or
                            lessors of such Equipment, as applicable, to return
                            such assets to MSDW or such lessors, including
                            providing MSDW or such lessors with access to IBM
                            Facilities to permit such return. Such cooperation
                            shall include maintaining a secure area for such
                            assets, and relocating such assets to such area
                            prior to their return to MSDW or such lessors, as
                            applicable.

                (b)  Rolling out IBM Equipment. IBM shall be responsible for
                     coordinating any testing, scheduling, and systems
                     integration of these products. IBM shall also

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<PAGE>

                     update the then-existing tools to track the frequency and
                     type of roll-outs on a business-by-business basis.

               (c)   Providing corrective and preventive maintenance and timely
                     installation of engineering changes for the IBM Equipment
                     as necessary to maintain the IBM Equipment in good
                     operating condition and in accordance with manufacturer's
                     specifications or other agreements as applicable. IBM shall
                     maintain spare IBM Equipment as necessary to meet the
                     Performance Standards.

        4.3    Systems Software Management and Support.
               ---------------------------------------

               IBM shall be responsible, except as expressly provided otherwise
               in the Agreement, for adding to, replacing, upgrading, supporting
               and maintaining the Systems Software as necessary to perform the
               Services and in accordance with Section 3.4 of the Agreement.
               IBM's responsibilities with respect to Systems Software shall
               include the following:

               (a)   Supplying, installing, supporting, operating and
                     maintaining Systems Software. IBM shall cooperate with
                     third party vendors, as necessary to properly support Third
                     Party Software that is Systems Software.

               (b)   Monitoring availability of, and implementing as
                     appropriate, Systems Software fixes/patches made available
                     by software vendors.

               (c)   Subject to contractual agreements, if any, maintained with
                     the particular software vendor, performing modifications or
                     changes necessary to correct errors, including modifying
                     code and making operational modifications, such that each
                     item of Systems Software operates according to its
                     documentation, specifications and operational requirements.

               (d)   Monitoring and tuning the Systems Software on a periodic
                     basis. IBM shall also install, as appropriate,
                     tools/products to better enable the Systems Software to
                     perform efficiently and in accordance with applicable
                     specifications.

               (e)   Subject to appropriate planning, testing and verification,
                     installing new releases of, enhancements and upgrades to,
                     Systems Software (including software development products
                     and tools) so as to remain within { * } of the then-current
                     maintenance release; provided that MSDW may, on a
                     case-by-case basis, determine to remain at a prior
                     generation subject to the Parties' respective obligations
                     set forth in Section 3.4 of the Agreement. Except as
                     otherwise required by such Section or directed by MSDW, IBM
                     shall perform such other functions as are required to
                     maintain such currency (including maintaining the currency
                     of language compilers for Applications developed with those
                     compilers; and performing data conversions) and to maintain
                     the operability of non-current features (to the extent such
                     maintenance does not conflict with the requirements in the
                     immediately preceding sentence).

               (f)   Providing appropriate information and documentation for any
                     new, enhanced or modified Systems Software installed by
                     IBM, and thereafter providing appropriate updates to such
                     materials (as provided by the vendor in the case of Third
                     Party Software).

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                (g)   Up to the level set forth in (e) above or as required by
                      an emergency, implementing other preventive and remedial
                      maintenance and updates for Systems Software.

                (h)   Maintaining Systems Software documentation.

                (i)   Managing third party product support, including
                      maintaining Third Party Systems Software as required by
                      third party contracts and license agreements.

                (j)   Providing information to MSDW about the functionality,
                      architecture, data, and other information related to the
                      Systems Software, as requested by MSDW (as provided by the
                      vendor in the case of Third Party Systems Software).

                (k)   In the case of Systems Software for which third parties
                      perform development and maintenance functions, but
                      excluding with respect to Third Party Software licensed by
                      MSDW for which MSDW is assigned "Dev" and "Maint"
                      responsibilities (as defined in Schedule E of the
                      Agreement) under Schedule E of the Agreement:

                       (i)   causing such third parties to perform such
                             functions in accordance with IBM's obligations
                             under the Agreement (e.g., install upgrades or new
                             releases of the relevant Systems Software in a
                             manner that provides for continued eligibility for
                             the functions provided by third party vendors of
                             such Systems Software); and

                       (ii)  directing, supervising and being responsible for
                             maintenance performed on such Systems Software by
                             third party vendors or other qualified third party
                             service providers. IBM shall notify MSDW in the
                             event the third party ceases to perform such
                             functions for such Software and propose a
                             reasonable alternative to continued use of such
                             Software. IBM shall implement such alternative as
                             authorized by MSDW.

                (l)   Reviewing Systems Software conversion plans with MSDW. IBM
                      shall perform Systems Software assurance reviews with MSDW
                      for major operating system and sub-system releases.

                (m)   Providing the Systems Software and support to enable
                      communication between various processing platforms used to
                      provide the Services.

                (n)   Coordinating and implementing roll-outs, upgrades and new
                      releases of Systems Software.

                       (i)   IBM shall coordinate any testing, scheduling, or
                             systems integration of these items. IBM shall also
                             track and report the frequency and type of
                             roll-outs for each MSDW Business Unit.

                       (ii)  IBM shall test Systems Software after roll-out and
                             provide proper back-out procedures. If roll-outs
                             occur after hours, IBM shall provide support the
                             next working business day. Such support will be
                             on-site as necessary.

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                  (o)   Managing and maintaining System Software license
                        compliance. IBM shall monitor use of licensed Systems
                        Software, including license metering and license
                        tracking.

                  (p)   Performing de-installation of Systems Software to
                        address MSDW's business requirements or as otherwise
                        appropriate in conjunction with IBM's other
                        responsibilities regarding Software.

            4.4   Applications Software Management and Support.
                  --------------------------------------------

                  IBM shall install and de-install Applications Software
                  (including new releases, enhancements and upgrades thereto) as
                  requested by MSDW or as otherwise appropriate in conjunction
                  with IBM's other responsibilities regarding Software. MSDW
                  will be responsible for the development, integration and
                  testing of all new Applications Software or changes to
                  Applications Software provided to IBM for installation.

            4.5   Asset Inventory and Tracking.
                  ----------------------------

                  IBM shall be responsible for managing and maintaining a
                  current, audited and approved asset inventory of the IBM
                  Equipment, IBM Software, Authorized Subcontractor Software and
                  Third Party Software licensed by IBM, an IBM Affiliate or
                  Authorized Subcontractor. With respect to IBM Equipment
                  comprised of I/O, DASD or tape resources that is utilized by
                  MSDW and other IBM customers, IBM shall be responsible for
                  managing and maintaining a complete asset list of such
                  Equipment but shall not be responsible for allocating or
                  identifying the extent to which such Equipment is utilized
                  solely for MSDW. IBM's responsibilities with respect to asset
                  management shall include the following:

                  (a)   IBM shall provide, implement and operate an automated
                        asset management system to track information regarding
                        such Equipment and Software to the extent necessary to
                        uniquely identify the type (e.g. manufacturer, model
                        number, brief description), configuration (e.g.,
                        configuration information, release level) and location
                        of such Equipment and Software.

                  (b)   IBM shall provide to MSDW a written inventory report
                        that includes inventory data and supporting information
                        with respect to such Equipment and Software (i) upon
                        MSDW's reasonable request, and (ii) upon notice of
                        expiration of the Agreement or any notice termination
                        (in whole or in part) pursuant to Article 21 of the
                        Agreement.

            4.6   Problem Management Services.
                  ---------------------------

                  IBM shall be responsible for tracking, managing and resolving
                  Problems (as defined in Schedule B) arising from or relating
                  to the Services that are received from an MSDW level 1 help
                  desk, automated alarm or other source ("Problem Management").
                  IBM's general responsibilities with respect to Problem
                  Management shall include the following:

                  (a)   Logging reported Problems with respect to the Services
                        upon receipt from MSDW level 1 help desk support,
                        automated alarm or other source. IBM shall identify and
                        log Problems arising in the performance of the Services
                        with the appropriate MSDW level 1 help desk support. For
                        each Problem with respect to

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                     the Services that is escalated to the Help Desk or IPSS
                     Production Support Center, IBM shall assign a Severity
                     Level (as defined in Section 6.1 of Schedule B) and
                     prioritize resolution of Problems in accordance with the
                     Severity Levels.

                (b)  Monitoring, controlling and managing each Problem arising
                     from or relating to the Services until it is corrected or
                     resolved. To the extent a Problem does not arise from or
                     relate to the Services, IBM shall refer such Problem to the
                     appropriate entity, as identified by MSDW, for resolution.

                (c)  Correcting or resolving Problems within the scope of IBM's
                     responsibilities. Resolution of a Problem will be subject
                     to the MSDW level 1 help desk's verification with the
                     authorized MSDW affected End User or control person that
                     the Problem has been resolved.

                (d)  Adhering to the procedures for Problem escalation, review
                     and reporting specified in Section 4.7 of this Schedule A
                     or in the Procedures Manual, and also taking appropriate
                     measures to avoid reoccurrence of Problems.

                (e)  Performing Problem analysis, including identification of
                     the source of the Problem;

                (f)  Monitoring, measuring and providing reports on Problems
                     including statistics on the types of Problems, total number
                     of Problems, outstanding Problems, resolution times
                     (including the average time to resolve Problems), and as
                     otherwise required to report IBM's compliance with the
                     Performance Standards set forth in Schedule B. IBM shall
                     undertake reasonable efforts to improve the average time to
                     resolve Problems.

                (g)  IBM shall maintain communications with the appropriate MSDW
                     level 1 help desk support on Problems through resolution.
                     IBM shall, for each Problem, provide prompt notification to
                     MSDW of system outages on critical systems and otherwise
                     provide the appropriate level 1 help desk support with
                     regular and timely progress updates (at least hourly with
                     respect to Level 1 Problems (as defined in Schedule B))
                     that clearly indicate the nature of the Problem, the
                     estimated time to completion, and potential short-term
                     alternatives. IBM shall make known to the appropriate MSDW
                     level 1 help desk support information regarding the status
                     of Severity 1 Problems and Severity 2 Problems on at least
                     a daily basis or more frequently as appropriate. IBM shall
                     track and report any backlog of unresolved Problems.

                (h)  IBM shall maintain a Problem tracking and management tool.
                     Such tool shall include a mechanism to capture, store and
                     retrieve solutions for reuse by IBM personnel and MSDW
                     authorized personnel. IBM shall grant MSDW access to
                     monitor and view the Problem management database on an
                     ongoing basis upon the request of MSDW authorized
                     personnel. In addition, IBM shall have access to, and
                     leverage, for reuse IBM-wide cross-customer solutions from
                     central problem resolution databases maintained by IBM.

                (i)  IBM shall provide or dispatch support specialists to
                     provide on-site troubleshooting and maintenance response as
                     necessary to identify and resolve Problems.

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               (j)   IBM shall engage and manage third party suppliers and
                     vendors as necessary to localize and resolve Problems that
                     arise from or relate to the Services as received from MSDW
                     level 1 help desk support, automated alarm or other source.

        4.7    Help Desk and IPSS Production Support Center Services.
               -----------------------------------------------------

               IBM shall be responsible for operating (A) a help desk with
               respect to those Services other than the IPSS Services (the "Help
               Desk"), and a production support center for the IPSS Services
               (the "IPSS Production Support Center"). The Help Desk and the
               IPSS Production Support Center will act as escalation contact
               point for Problems with respect to Services (e.g., from the MSDW
               level 1 help desk), and will coordinate support functions for
               such Services among IBM Personnel, MSDW personnel and external
               suppliers. The Help Desk and IPSS Production Support Center will
               provide Problem determination and classification of Problems
               relating to such Services according to the Severity Levels (as
               defined in Schedule B). The IPSS Production Support Center and
               Help Desk will also provide Problem resolution and tracking, as
               applicable, with respect to Problems arising from, or relating
               to, the Services. The Help Desk and IPSS Production Support
               Center shall provide coverage { * } through a central toll-free
               telephone number. IBM shall maintain processes under which a
               single point-of-contact for the Help Desk or IPSS Production
               Support Center, as applicable, has end-to-end responsibility for
               Problems escalated to it that arise from or relate to the
               Services in order to minimize redundant contacts with MSDW.

               (a)   IBM's responsibilities with respect to both the IPSS
                     Production Support Center and the Help Desk shall include
                     the following:

                     (i)     Providing a single point of contact for responding
                             to Problems escalated to it (e.g., from the MSDW
                             level 1 help desk).

                     (ii)    Receiving and logging calls escalated to it.

                     (iii)   Providing resolution of Problems at the time of
                             notification, or dispatching or arranging for
                             on-site support, if required, for Problem
                             determination and resolution. If unable to resolve
                             the Problem during an initial call or otherwise
                             upon receipt, the Help Desk or IPSS Production
                             Support Center, as applicable, will route the call,
                             alert or other notification of the Problem to the
                             appropriate Problem Management resources and retain
                             responsibility for managing the Problem to
                             resolution, as well as with communicating status to
                             the MSDW point of escalation (e.g., MSDW level 1
                             help desk personnel). If the Problem does not arise
                             from or relate to the Services, the Help Desk or
                             IPSS Production Support Center, as applicable, will
                             route the call back to the appropriate MSDW level 1
                             help desk support. In such instances, IBM shall
                             cooperate with other internal or external parties
                             to achieve resolution of the Problem; however, IBM
                             is not responsible for tracking and managing the
                             call to resolution.

                     (iv)    Notifying the appropriate MSDW personnel of
                             Services failures, or of an emergency;

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                     (v)     Routing Problem tickets to the appropriate entity
                             for resolution (internal or external), tracking the
                             progress of problem resolution efforts, and timely
                             escalating Problems to the appropriate levels for
                             resolution (internal and external).

                     (vi)    In an appropriate and timely manner, the Help Desk
                             or IPSS Production Support Center, as applicable,
                             shall communicate pertinent information regarding
                             the status of resolution of Problems and associated
                             progress and make such information available to
                             MSDW and other relevant parties.

                     (vii)   To document Problems reported from calls, automated
                             alerts or other sources, initiating (1) a problem
                             management record for Problems reported to the IPSS
                             Production Support Center (each such record a
                             "PMR"), and (2) a problem ticket for Problems
                             reported to the Help Desk (each such ticket a
                             "Ticket").

                             (A)   With respect to the IPSS Production Support
                                   Center, PMRs will be automatically opened for
                                   MSDW Application batch processing by alert
                                   monitoring, with other PMRs being opened
                                   manually. PMRs corresponding to the IPSS
                                   Production Support Center will include
                                   information such as date and time opened, a
                                   description of Problem symptoms, Problem
                                   assignment, Problem status and final
                                   resolution.

                             (B)   With respect to the Help Desk, a Ticket may
                                   include information such as End User
                                   information, call record number, date and
                                   time opened, Service requested, Problem
                                   description or symptoms, call assignment,
                                   call status, and call resolution and closure
                                   information.

                             A PMR or Ticket will not be closed until the
                             Problem reporter or other appropriate MSDW
                             representative and IBM agree that the Problem has
                             been resolved.

                     (viii)  Interfacing with and coordinating Problem
                             determination and resolution with the appropriate
                             MSDW personnel and third party service providers.

                     (ix)    Monitoring Problem status to facilitate Problem
                             closure within defined criteria or escalate in
                             accordance with the escalation procedures defined
                             in established operational procedures;

                     (x)     With MSDW's assistance, establishing and
                             maintaining documented Problem prioritization
                             guidelines and escalation procedures.

                     (xi)    Using and maintaining operational processes and
                             procedures in accordance with the Procedures
                             Manual.

                     (xii)   Maintaining an escalation/notification contact
                             listing of IBM focal points, including names and
                             telephone, pager, fax numbers.

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                      (xiii)  Communicating to the appropriate MSDW personnel on
                              available Services and the procedures for
                              accessing each Service.

                      (xiv)   Maintaining a process for logging, tracking and
                              reporting Problem activity, including Problems
                              reported, as well as calls and alerts received.

                      (xv)    Providing skilled personnel with appropriate
                              Problem Management capabilities and technical
                              knowledge with respect to the corresponding
                              Equipment and Software and who are able to handle
                              peak Problem volumes. In addition, the Help Desk
                              support staff provided by IBM shall be trained in
                              or otherwise made knowledgeable about new products
                              and services that are developed.

                      (xvi)   Holding regularly scheduled status meetings on any
                              unresolved or open Problems.

                      (xvii)  The Help Desk and IPSS Production Support Center
                              shall (A) have adequate training to be proficient
                              in understanding the MSDW technical environment
                              and identifying and resolving Problems; and (B)
                              maintain up-to-date contact lists for further
                              escalation of Problems.

                (b)   IBM's responsibilities with respect to the Help Desk shall
                      also include the following:

                      (i)     Providing, programming and maintaining the
                              automatic call directory Equipment IBM requires to
                              provide the Services.

                      (ii)    Providing a systems status recording for in-scope
                              systems with status information such as known
                              major incidents and estimated recovery times.

                      (iii)   Maintaining a process for logging, tracking and
                              reporting Problem activity, including Problems
                              reported, calls and alerts received, and calls
                              answered without further escalation. In this
                              regard, IBM shall perform the following functions:

                              (A)   Calculate statistics and publish as part of
                                    the Monthly Performance Report the number of
                                    calls escalated, sources and types of calls
                                    and Problems, average time to resolve
                                    escalated Problems, number and percentage of
                                    calls resolved upon first contact, number
                                    and percentage of calls escalated to other
                                    departments, percentage of calls resolved
                                    upon first contact, and other pertinent call
                                    and Problem management information.

                              (B)   Analyze call trends, including root cause
                                    analysis, and recommend actions to reduce
                                    calls to MSDW level 1 help desk support. IBM
                                    shall investigate the cause of the Service
                                    degradation, take remedial action to resolve
                                    or work around, implement proactive measures
                                    to avoid such degradations in the future,
                                    and report on such Problems with trending
                                    analysis.

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                        (iv)  Promptly performing password resets and suspending
                              of IDs for IBM Personnel.

                  (c)   IBM's responsibilities with respect to the IPSS
                        Production Support Center shall also include the
                        following:

                        (i)   Recycling, starting and stopping devices,
                              performing periodic Problem reviews for root cause
                              analysis and, in conjunction with MSDW,
                              establishing appropriate measures to prevent
                              recurring incidents.

                        (ii)  Responding to MSDW for requests for assistance in
                              correcting problems outside of IBM's scope of
                              responsibility if such problems impact the
                              Services.

                  (d)   IBM shall provide a single point-of-contact that is
                        available to receive Service requests from MSDW (e.g.,
                        MACs requests). As of the Effective Date, this function
                        is not performed by the Help Desk or the IPSS Production
                        Support Center, but rather by a different IBM Service
                        delivery group.

          4.8     Information Security.
                  --------------------

                  IBM shall be responsible for maintaining the security of
                  information in the systems environments and other environments
                  administered by IBM. IBM shall implement an information
                  security approach for validating access authority (other than
                  with respect to MSDW users), and for regularly reviewing
                  authorized access for such authority (including reviewing IBM
                  Personnel access lists to verify that each IBM Personnel user
                  ID having access still requires such access). IBM shall follow
                  security procedures identified by MSDW from time to time
                  provided that if such security procedures would reduce the
                  effectiveness of, or otherwise conflict with the maintenance
                  of, the information security otherwise being provided by IBM:
                  (i) IBM shall notify MSDW of the impact such MSDW identified
                  security procedures would have on the information security
                  then being provided by IBM; and (ii) the Parties will resolve
                  any conflicts in such manner as is agreed upon at the time.
                  IBM's responsibilities with respect to information security
                  shall include the following:

                  (a)   Managing and administering access (other than with
                        respect to MSDW users) to the systems, networks, and
                        systems files.

                  (b)   Installing, maintaining, updating and implementing the
                        functions and features of logical access controls and
                        system security Software (including the security
                        Software specified in Schedule E), identifying and
                        implementing protection requirements for IBM's operating
                        environment and resources, researching system security
                        problems with MSDW's assistance as necessary,
                        maintaining Data Network access authority other than
                        with respect to MSDW users, performing security audits
                        to confirm that adequate security procedures are in
                        place on an ongoing basis, providing incident
                        investigation support with MSDW's assistance as
                        necessary, and providing Application security advice
                        upon request of MSDW.

                  (c)   Deleting inactive logon IDs of IBM Personnel and MSDW
                        users after { * } of non-use of such IDs.

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                (d)   Reviewing, and at the direction of MSDW granting,
                      MSDW-specified group access (including RACF authority
                      required for MSDW to administer the security of MSDW's
                      Applications), and periodically reviewing IBM Personnel
                      system-level authorities and IBM Personnel-group
                      authorities and removing those that are no longer
                      necessary. Except pursuant to Subsection (c) of this
                      Section, IBM will not be responsible for removing
                      MSDW-specified group access authorities unless requested
                      by MSDW. Such responsibilities shall include the
                      following:

                      (i)    When provided with MSDW requests to add, modify or
                             delete privileged group user authorities,
                             fulfilling such requests within reasonable time
                             frames designated by MSDW.

                      (ii)   Running periodic reports to review and identify IBM
                             Personnel access and logon IDs, as well as MSDW
                             user authorities, that should be removed (e.g., due
                             to inactivity).

                (e)   Reviewing information security procedures with MSDW. As
                      part of IBM's obligations set forth in Section 9.4(a) of
                      the Agreement, IBM shall develop and propose (i) security
                      procedures, including physical access strategies and
                      standards, as well as processes and procedures regarding
                      the administration of IBM Personnel IDs and the granting
                      of MSDW privileged user authority, and (ii) a breach of
                      security action plan. Following MSDW's approval of the
                      final Procedures Manual pursuant to Section 9.4(b) of the
                      Agreement, IBM will maintain, implement and with MSDW's
                      approval update such processes, procedures and action
                      plan. IBM shall implement programs to train and maintain
                      the awareness of IBM Personnel as to the existence and
                      importance of such processes, procedures and action plan.

                (f)   Developing, implementing, and maintaining a set of
                      automated and manual processes so that MSDW's data access
                      rules, as they are made known to IBM, are not compromised.

                (g)   Administrating IBM Personnel user IDs in areas related to
                      the environments for which IBM is responsible. Such
                      responsibility shall include assigning and resetting
                      passwords for IBM Personnel, and creating IBM Personnel
                      user IDs.

                (h)   When provided with a user request for access to a remote
                      dial-in facility, responding to such requests within the
                      time frames designated by MSDW.

                (i)   Coordinating system password changes for relevant
                      telecommunications technology on a weekly, monthly or
                      quarterly basis, as applicable. IBM shall be responsible
                      for changing and testing IBM Personnel passwords as
                      required.

                (j)   Monitoring users of the processing environment for
                      attempted unauthorized access. IBM, with MSDW's
                      participation, shall monitor, review and respond in a
                      timely and appropriate manner to access violations, which
                      response shall include the logging of security alerts and
                      notification of appropriate MSDW personnel.

                (k)   Capturing data regarding routine access and exceptions for
                      audit trail purposes, and making such data available to
                      MSDW by means of enabling MSDW to access such data upon
                      request from a database maintained by IBM.

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                (l)   Establishing and administering security violation and
                      unauthorized access attempt report mechanisms, as well as
                      reporting to MSDW other security conditions appropriate
                      for review by MSDW. Where there is a security violation,
                      an unauthorized access attempt, or other such security
                      condition discovered by IBM or made known to IBM, IBM
                      shall: (i) promptly provide a report to MSDW describing
                      such violation or attempt; (ii) initiate corrective
                      actions, with the assistance of MSDW where appropriate, to
                      minimize and prevent reoccurrence to the extent such
                      violation or attempt is within an area under the control
                      of IBM; (iii) recommend corrective actions to MSDW to
                      minimize and prevent reoccurrence to the extent such
                      violation or attempt is not within an area under the
                      control of IBM; and (iv) prepare and retain documentation
                      of investigations of such violation or attempt and provide
                      a copy of such documentation to MSDW.

                (m)   Providing read-only access to SMF data to the extent
                      necessary for MSDW to investigate security concerns.

                (n)   Implementing security safeguards and providing security
                      mechanisms and tools, which prevent unauthorized access
                      to, and protect the integrity of, the systems, networks,
                      Applications Software, systems files and MSDW Data to the
                      extent under IBM's management. IBM shall provide security
                      access control tools for data, databases, Applications,
                      operating systems, and networks within IBM's management,
                      and maintain such security and access control devices in
                      proper working order.

                (o)   Maintaining and administering security databases other
                      than with respect to MSDW users.

                (p)   Where possible, restoring information lost or damaged as
                      the result of a security violation.

                (q)   Performing security audits of areas under IBM's management
                      to verify that quality security procedures are in place.
                      IBM shall perform periodic audit self assessments for such
                      areas, and provide written responses to both internal and
                      external security audits. IBM shall report audit findings
                      to MSDW for audits conducted jointly by MSDW and IBM.

                (r)   In consultation with MSDW or its designees, identifying
                      security risks in areas under IBM's management, and
                      recommending and implementing procedures to minimize such
                      risks. With respect to areas not under IBM's management,
                      advising MSDW of security risks discovered by IBM.

                (s)   Supporting processes and procedures to secure the Data
                      Network and protect the confidentiality of MSDW Data, and
                      supporting processes and procedures to secure the Data
                      Network against unauthorized access.

                (t)   Managing security for the Data Network, including, (i)
                      providing modem access, (ii) implementing access requests
                      and access rights lists and (iii) managing IDs, passwords,
                      and logons other than with respect to MSDW End Users. IBM
                      shall assure that adequate security is in place to
                      prohibit unauthorized Data Network access.

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                (u)   Establishing and administering procedures to control
                      remote communications to and from the information
                      technology systems holding MSDW's programs and MSDW Data
                      (including Data Network access through the desktop).

                (v)   Establishing and administering reasonable procedures and
                      reasonable mechanisms to enable secure Internet/Intranet
                      access including firewall servers and Internet/Intranet
                      development controls designed to produce secure
                      architectures.

                (w)   Providing authorized MSDW personnel access to all system
                      audit records for MSDW Data, including those of all IBM
                      Personnel accesses to MSDW Applications, MSDW Data and
                      other MSDW resources. This includes access by RACF system
                      "special" and system "operations".

                (x)   Upon request of only authorized personnel designated by
                      MSDW from time to time, activating the system RACF "erase
                      on scratch" parameter for elective use by MSDW's
                      Applications for MSDW Data stored on DASD.

                (y)   Advising and including MSDW as appropriate in
                      implementations of new RACF options and new technology
                      directions affecting data security, including but not
                      limited to, APPC (LU6.2) applications and new RACF
                      resource classes.

                (z)   Implement new Equipment or Software in the security
                      environment as necessary to comply with Sections 3.4 and
                      16.4 of the Agreement (e.g., enabling individual password
                      security, implementing stronger authentication
                      methodologies).

        4.9     Physical Security.
                -----------------

                IBM shall perform physical security functions (e.g.,
                identification badge controls, alarm responses) at IBM
                Facilities. IBM's physical security procedures shall, at a
                minimum, be consistent with standards at well-managed operations
                performing services similar to the Services. IBM's
                responsibilities shall include:

                (a)   Providing physical security controls at IBM Facilities;

                (b)   Restricting access to the Data Centers to authorized
                      personnel only;

                (c)   Protecting Equipment at IBM Facilities from unauthorized
                      access;

                (d)   With respect to IPSS Services, (i) implementing controls
                      that protect printed output from unauthorized access while
                      under IBM's control, and (ii) providing secure storage for
                      portable storage media under IBM's control; and

                (e)   Utilizing appropriate equipment and system software to
                      implement state-of-the-art security solutions.

        4.10    Management Support and Advice.
                -----------------------------

                (a)   IBM shall proactively identify strategies and approaches
                      for future information technology delivery within MSDW
                      that may provide MSDW with competitive advantages. IBM
                      shall provide reasonable assistance to MSDW in setting

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                      MSDW's technology direction and strategy. IBM shall
                      provide reasonable assistance to MSDW in aligning MSDW's
                      technical architecture with its business and technical
                      strategies.

                (b)   Upon MSDW's request, IBM shall reasonably support MSDW in
                      the management and representation of technology product
                      and service offerings to its internal clients.

                (c)   IBM shall maintain appropriate levels of industry
                      knowledge in MSDW's business.

                (d)   IBM shall maintain appropriate levels of participation and
                      input into forums and conferences, user groups, trade
                      associations, and similar organizations.

                (e)   IBM shall provide reasonable access to its knowledge,
                      information and expertise with respect to data processing,
                      data networking and other areas related to the Services
                      and shall provide MSDW with advice and recommendations on
                      such matters upon the reasonable request of MSDW.

        4.11    Training and Education.
                ----------------------

                IBM shall be responsible for maintaining an active and dynamic
                training and education program designed to further develop and
                maintain the requisite skills and technical knowledge of
                personnel assigned by IBM to perform the Services. Without
                limiting the generality of the foregoing, IBM shall provide MSDW
                with competent personnel across all areas of the Services over
                the Term. IBM shall implement an employee training program that
                will complement this capability and to further develop and
                maintain the requisite skills and technical knowledge of IBM
                Personnel assigned to the MSDW account.

        4.12    Chargeback.
                ----------

                (a)   IBM will provide MSDW with reasonable and sufficient
                      documentation of its invoiced charges so MSDW can verify
                      those charges. IBM agrees to provide the supporting
                      documentation within { * } following request by MSDW. Such
                      supporting documentation shall include:

                      (i)    record layouts;

                      (ii)   field descriptions;

                      (iii)  calculation methods; and

                      (iv)   data collection methods.

                      IBM agrees that dollar amounts for charges set forth in
                      the supporting documentation will match the dollar amounts
                      for corresponding charges set forth in the applicable
                      invoice.

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                (b)   Any changes that would require MSDW to make modifications
                      to its systems or procedures shall be mutually approved
                      and communicated a minimum of { * } before said changes
                      are made.

                (c)   Maintenance procedures shall be established by the Parties
                      so that MSDW may communicate cost center coding changes
                      (to the extent utilized as of the Effective Date) for
                      usage-sensitive billing that will be reflected in
                      subsequent IBM invoices.

                (d)   IBM agrees to provide all necessary resources to permit
                      MSDW to secure MSDW's IBM Account System accounts. IBM
                      agrees to make available to MSDW, within { * } of MSDW's
                      request, any new IBM Account System accounts and account
                      information. Upon request of IBM, MSDW will provide
                      necessary information to IBM to enable IBM to establish
                      and maintain all IBM Account System account numbers.

       4.13     Documentation.
                -------------

                IBM shall be responsible for designing, developing and
                maintaining up-to-date documentation on the Services, including
                technical and training materials on operations procedures,
                Equipment and Software provided by IBM; provided that for Third
                Party Software and Equipment documentation originally generated
                by the third party vendor, IBM's obligation shall only extend to
                obtaining and maintaining up-to-date such documentation as is
                supplied or made available by the third party vendor from time
                to time. IBM's responsibilities with respect to documentation
                shall include the following:

                (a)   On an ongoing basis, auditing documentation for
                      completeness and accuracy in order to confirm that the
                      documentation is present, organized, readable and updated.
                      Where it is determined that documentation is inaccurate
                      (e.g., erroneous or out of date), IBM shall inform MSDW of
                      any material inaccuracies and correct such documentation
                      or, as applicable, use commercially reasonable efforts to
                      cause the third party vendor responsible for such
                      documentation to provide corrections.

                (b)   Providing feature overview and product update
                      documentation for (i) Systems Software whenever new
                      releases are implemented, and (ii) Applications Software
                      that is provided by IBM to provide the Services.

                (c)   Providing support, advice and assistance to MSDW
                      consistent with current documentation.

       4.14     Systems Management Controls.
                ---------------------------

                Except as otherwise provided by the Procedures Manual, and
                without limiting IBM's other responsibilities as set forth in
                the Agreement, IBM will design, implement, use and administer
                the following Systems Management Control disciplines as the
                standard set of procedures for managing the Services:

                (a)   Problem Management. IBM will identify, record, track, and
                      ------------------
                      correct issues impacting Service delivery, recognize
                      recurring problems, address procedural issues and contain
                      or reduce the impact of problems that occur.

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                (b)   Recovery Management. IBM will use pre-defined, documented
                      -------------------
                      recovery procedures required to provide the Services to
                      End-Users in the event of a failure which procedures are
                      designed to anticipate and minimize the impact of systems
                      resource failure, and test such procedures.

                (c)   Capacity Management. IBM will use, maintain, and provide
                      -------------------
                      to MSDW plans to accommodate MSDW's growing or changing
                      business requirements based on (i) IBM monitoring of usage
                      (which information will be provided to MSDW), (ii) IBM's
                      knowledge of MSDW's future plans, and MSDW-provided
                      information about anticipated plans. IBM will demonstrate
                      or provide evidence that they can provide for MSDW's
                      estimates of peak processing requirements by Application.
                      The Parties will meet at least twice annually (or as
                      otherwise reasonably requested by a Party) to review
                      MSDW's business plans to the extent such plans relate to
                      capacity requirements with respect to the Services. IBM is
                      responsible for the development and maintenance of
                      tactical and strategic plans to ensure that the
                      environments used to provide the Services accommodate
                      MSDW's known growing or changing business requirements.
                      MSDW will provide as much notice as is reasonably possible
                      on foreseeable capacity changes to assist IBM's capacity
                      management plans. Additionally, MSDW and IBM will meet at
                      least twice annually to review MSDW business plans as they
                      relate to capacity requirements.

                (d)   Performance Management. IBM will monitor, measure, analyze
                      ----------------------
                      and report systems performance as it compares to the
                      Performance Standards. Where appropriate, IBM will advise
                      MSDW of potential changes to enable system performance
                      improvement.

                (e)   Change Management. Except as otherwise set forth in the
                      -----------------
                      Change Control Procedures, IBM will coordinate the
                      introduction of Equipment and Software changes into the
                      environments used to provide the Services by evaluating
                      the necessity of the change, implementing the change into
                      the production environment, and verifying its successful
                      implementation. Change events within the environment that
                      IBM reasonably anticipates could affect the MSDW business
                      will be subjected to a change review process that includes
                      providing MSDW with prior notice of the proposed changes
                      and obtaining their approval prior to initiating the
                      change.

        4.15    Application Software Standards.
                ------------------------------

                Applications Software provided to IBM for execution will conform
                to the following standards:

                (a)   Applications Software will be tested for compatibility and
                      conformity to mutually agreed upon specifications before
                      it is transferred to IBM;

                (b)   Back-out and recovery procedures will be documented; and

                (c)   Applications Software will conform to the mutually agreed
                      upon:

                      (i)    file allocation and naming conventions,

                      (ii)   sysout class,

--------------------------------------------------------------------------------
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                                      A-44                  Final Execution Copy


<PAGE>

                      (iii)  job execution class,

                      (iv)   forms standards,

                      (v)    accounting fields, and

                      (vi)   job name standards.

--------------------------------------------------------------------------------
Schedule A to Services Agreement                           MSDW/IBM CONFIDENTIAL
                                      A-45                  Final Execution Copy



<PAGE>

                                 ATTACHMENT A-1

                         Data Network Access Categories

IBM's provision of access to the Data Network in accordance with Article 3 of
Schedule A shall include the provision of access and Services described for each
access category below based upon the access category and additional options (if
any) purchased by MSDW for a particular Data Network segment.

1.   DEDICATED NETWORK ACCESS SERVICE CATEGORIES

     1.1   SNA Dedicated Data Network Access Services.
           ------------------------------------------

           (a)    9.6/14.4 Kbps.
                  -------------

                  (i)     Description of Service.

                          This is an interactive and batch class of service
                          delivered via a circuit. Performance requirements
                          include interactive network performance for host-based
                          Applications, with some interactive batch print to the
                          site. It is typically used for sales or branch
                          offices. An optional switched network backup ("SNBU")
                          service via dial line is available, which enhances
                          availability to the network.

                  (ii)    Components.

                          IBM's provision of this Service shall include the
                          following:

                          (A)   a single PU (additional PUs will be provided by
                                IBM pursuant to the applicable pricing set forth
                                in Attachment C-3 of Schedule C);

                          (B)   remote modem or remote limited distance modem;

                          (C)   tributary circuit;

                          (D)   master modem, bridge, and access to the Data
                                Network;

                          (E)   configuration support;

                          (F)   Help Desk support; and

                          (G)   Data Network performance support.

                  (iii)   Service Specifications.

                          This service is provided at 9.6 Kbps or 14.4 Kbps and
                          may use an analog bridge configuration at the IBM node
                          via a telco multipoint circuit or via an in-house
                          circuit. Batch traffic performance is limited due to
                          the structure of a shared multi-End User environment;
                          therefore, constant throughput is not achievable by
                          design.

--------------------------------------------------------------------------------
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<PAGE>

                (b)   19.2 Kbps.
                      ---------

                      (i)   Description of Service.

                            This is an interactive and batch class of Service
                            delivered via an analog circuit. Performance
                            requirements include interactive network performance
                            for host-based Applications, with some interactive
                            batch print to the site. Optional SNBU Service via
                            dial line is available, which enhances Availability
                            of PU to the Data Network.

                      (ii)  Components.

                            IBM's provision of this Service shall include the
                            following:

                            (A)  a single PU (additional PUs will be provided by
                                 IBM pursuant to the applicable pricing set
                                 forth in Attachment C-3 of Schedule C);

                            (B)  remote modem or remote limited distance modem;

                            (C)  tributary circuit or MSDW-provided in-house
                                 circuit;

                            (D)  master modem, bridge, and access to the Data
                                 Network;

                            (E)  configuration support;

                            (F)  Help Desk support; and

                            (G)  Data Network performance support.

                      (iii) Service Specifications.

                            Service is 19.2 Kbps, to the IBM node via a telco
                            circuit. Batch traffic performance is limited due to
                            the structure of a shared multi-End User
                            environment; therefore, constant throughput is not
                            achievable by design.

                (c)   High-Speed 56 Kbps.
                      ------------------

                      (i)   Description of Service.

                            Interactive and batch class of service to be
                            delivered via a digital circuit. Performance
                            requirements include interactive network performance
                            for host-based Applications, with some interactive
                            batch print to the site.

                      (ii)  Components.

                            IBM's provision of this Service shall include the
                            following:

                            (A)  a single PU (additional PUs will be provided by
                                 IBM pursuant to the applicable pricing set
                                 forth in Attachment C-3 of Schedule C);

--------------------------------------------------------------------------------
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<PAGE>

                             (B)  remote CSU/DSU;

                             (C)  digital circuit-in-house or dedicated;

                             (D)  host CSU/DSU -may be replaced with CSU/DSU
                                  data sharing device;

                             (E)  access to the Data Network;

                             (F)  configuration support;

                             (G)  Help Desk support; and

                             (H)  Data Network performance support.

                       (iii) Service Specifications.

                             Service is 56 Kbps, via a telco circuit. Batch
                             traffic performance is limited due to the structure
                             of a shared multi-End User environment; therefore,
                             constant throughput is not achievable by design.

          1.2   Optional SNA Services.
                ---------------------

                (a)   2-Wire Switched Network Backup Service ("SNBU 2-Wire").
                      ------------------------------------------------------

                      (i)    Description of Service.

                             Provides dial restoration of an SNA dedicated Data
                             Network access Service to an alternate node.
                             Equipment for this option includes adjunct units to
                             the End-User site modem.

                       (ii)  Components.

                             IBM's provision of this Service shall include the
                             following:

                             (A)  remote SNBU cartridge Equipment on the
                                  existing IBM-provided End User site modem;

                             (B)  measured analog business phone line and usage;

                             (C)  dial-up access to the Data Network;

                             (D)  Help Desk Support and regularly scheduled
                                  testing by IBM of the SNBU 2-Wire Service; and

                             (E)  A higher Availability commitment by IBM
                                  pursuant to Schedule B.

                       (iii) Service Specifications.

                             SNBU 2-Wire Service includes an analog, 4.8 Kbps,
                             single dial circuit Service provided by IBM. The
                             Data Network access capacity using the

--------------------------------------------------------------------------------
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<PAGE>

                          SNBU 2-Wire Service option is no greater than 4.8 Kbps
                          regardless of the Data Network access capacity of the
                          primary access circuit.

               (b)  4-Wire Switched Network Backup Service ("SNBU 4-Wire").
                    ------------------------------------------------------

                    (i)   Description of Service.

                          Provides dial restoration of an SNA dedicated Data
                          Network access Service to an alternate node. Equipment
                          for this option includes adjunct units to the End-User
                          site modem.

                    (ii)  Components.

                          IBM's provision of this Service shall include the
                          following:

                          (A)  remote modem SNBU cartridge Equipment on the
                               existing IBM-provided End User site modem;

                          (B)  measured analog business phone line and usage;

                          (C)  dial-up access to the Data Network;


                          (D)  Help Desk support and regularly scheduled testing
                               by IBM of the SNBU 4-Wire Service; and

                          (E)  A higher Availability commitment by IBM pursuant
                               to Schedule B.

                    (iii) Service Specifications.

                          SNBU 4-Wire Service includes two (2) analog circuits
                          provided by IBM. The Data Network access capacity
                          using the SNBU 4-Wire Service option is identical to
                          the Data Network access capacity of the primary access
                          circuit.

               (c)  Optional Switched 56 Kbps Back-up Service.
                    ------------------------------------------

                    (i)   Description of Service.

                          Provides restoration of an SNA dedicated Data Network
                          access Service to an alternate node.

                    (ii)  Components.

                          IBM's provision of this Service shall include the
                          following:

                          (A)  Switched 56 Kbps digital circuit and usage;

                          (B)  Switched 56 Kbps-enabled feature on CSU/DSU;

                          (C)  Digital access to the Data Network;

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<PAGE>

                              (D)  Help Desk support and regularly scheduled
                                   testing by IBM of the Switched 56 Kbps
                                   Back-Up Service.

                              (E)  A higher Availability commitment by IBM
                                   pursuant to Schedule B.

                       (iii)  Service Specifications.

                              Provision of this Service includes a digital
                              switched access circuit to the Data Network at a
                              capacity equal to or greater than 56 Kbps.

                (d)    Optional SNA Network Interconnection (SNI) Gateway
                       --------------------------------------------------
                       Service.
                       -------

                       (i)    Description of Service.

                              Provision of this Service includes the physical
                              and logical connection between the Data Network
                              and another MSDW or third party SNA network.

                       (ii)   Components.

                              IBM's provision of this Service shall include the
                              following:

                              (A)  remote modem at the access node of the MSDW
                                   or third party SNA network with sufficient
                                   capacity to support the corresponding SNA
                                   dedicated Data Network access Service (as
                                   described in Section 1.1 of this Attachment
                                   A-1) to which this Service applies;

                              (B)  analog dedicated private line circuit and
                                   usage;

                              (C)  modem interfacing with the Data Network and
                                   such private line circuit;

                              (D)  access to the Data Network;

                              (E)  Help Desk support.

                       (iii)  Service Specifications.

                              Provision of this Service includes an analog
                              dedicated access circuit to the Data Network at a
                              capacity up to 56 Kbps that is sufficient to
                              support the corresponding SNA dedicated Data
                              Network access Service (as described in Section
                              1.1 of this Attachment A-1) to which this Service
                              applies.

                (e)    SNA High Volume Sites ("High-Volume Sites").
                       --------------------------------------------

                       (i)    Description of Service.

                              This optional Service provides specifically
                              designed communication links to serve a large
                              number of End-Users at the high-volume site.

--------------------------------------------------------------------------------
Attachment A-1 to Schedule A                               MSDW/IBM CONFIDENTIAL
to Services Agreement                 A1-5                  Final Execution Copy

<PAGE>

                (ii)   Components.

                       IBM's provision of this Service for a site shall include
                       the following:

                       (A) a local, dedicated front-end processor that serves
                           the high-volume site;

                       (B) analog and digital circuits and usage for such
                           circuits necessary to support the SNA access
                           requirements of the high-volume site;

                       (C) provisioning of such circuits as necessary to support
                           the SNA access requirements of the high-volume site;

                       (D) access to the Data Network via such circuits;

                       (E) modem and CSU/DSU Equipment as necessary to support
                           the SNA access requirements of the high-volume site;

                       (F) a monthly breakdown of that portion of the Data
                           Network ASC that is applicable for each of the
                           individual High-Volume Sites using a methodology that
                           is consistent with that used to develop the Data
                           Network ASC; and

                       (G) Help Desk support.

                (iii)  Service Specifications.

                       High Volume Sites are each custom designed and
                       implemented to support the SNA access requirements of the
                       high-volume site.

               The following are the High-Volume Sites that exist as of the
               Effective Date and their respective configurations as of the
               Effective Date:

               (iv)    Discover Card Services, Inc.:

                       (A) { * } = one (1) 3745 front-end processor, two (2)
                           128Kbps circuits, three (3) 64Kbps circuits;

                       (B) { * } = one (1) 3745 front-end processor, two (2)
                           128Kbps circuits, three (3) 64Kbps circuits;

                       (C) { * } = four (4) 3745 front-end processors, three (3)
                           256Kbps circuits, two (2) 192Kbps circuits, one (1)
                           128Kbps circuit, one (1) 128Kbps circuit (inhouse),
                           one (1) 256Kbps circuit (inhouse);

                       (D) { * } = two (2) 3745 front-end processors, four (4)
                           168Kbps circuits, one (1) 128Kbps circuit, two (2)
                           64Kbps circuits;

                       (E) { * } = one (1) 3745 front-end processor, two (2)
                           128Kbps circuits, two (2) 64Kbps circuits;

--------------------------------------------------------------------------------
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<PAGE>

                             (F)  { * } = one (1) 3745 front end processor,
                                  three (3) 128Kbps circuits, four (4) 64Kbps
                                  circuits;

                             (G)  { * } = two (2) 3745 front-end processors
                                  (connected by two (2) channel circuits), four
                                  (4) 256 Kbps circuits;

                     (v)     { * } = two (2) 3745 front-end processors, seven
                             (7) 128Kbps circuits, one (1) 128Kbps circuit
                             (inhouse);

                     (vi)    { * } = three (3) 3745 front-end processors, two
                             (2) 1,544 Kbps circuits, two (2) 256Kbps circuits;

                     (vii)   { * } = two (2) 3745 front-end processors, four (4)
                             1,544 Kbps circuits.

                     Additional High-Volume Sites may be added by MSDW subject
                     to the applicable pricing set forth in Schedule C.

          1.3  Multiprotocol Network ("MPN") Dedicated Data Network Access
               -----------------------------------------------------------
               Services.
               --------

               (a)   Description of Service.

                     IBM provides MPN services. These configurations typically
                     consist of routers on high-speed digital circuits.

               (b)   Components.

                     IBM's provision of this Service shall include the
                     following:

                     (i)     router with appropriate configuration to satisfy
                             multiprotocol requirements;

                     (ii)    remote CSU/DSU;

                     (iii)   digital circuit ranging from 56 Kbps to T-1;

                     (iv)    host CSU/DSU;

                     (v)     access to backbone MPN Network via router at host
                             location;

                     (vi)    configuration support;

                     (vii)   Help Desk support; and

                     (viii)  Data Network performance support.

               (c)   Service Specifications.

                     Access capacity for this Service ranges from 56 Kbps to
                     1.54 Mbps (DS-1) (depending upon the access capacity
                     selected by MSDW), using routers of various capacities as
                     MSDW's requirements dictate.

          1.4  Frame-Relay Dedicated Data Network Access Services.
               --------------------------------------------------

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<PAGE>

                (a)   Description of Service.

                      As part of IBM's provision of MDNS, IBM will provide
                      access and connectivity to IBM's frame relay-based managed
                      Data Network. IBM will provide network design guidance,
                      installation management and network management, as well as
                      a single interface for dealing with network components and
                      component suppliers. IBM will provide the necessary MDNS
                      configurations for TCP/IP, multiprotocol or SNA network
                      environments. MDNS components are provisioned and managed
                      by IBM over IBM's frame relay infrastructure, resulting in
                      secure, high speed, cost effective, managed connectivity.

                (b)   Components.

                      IBM's provision of this Service shall include the
                      following:

                      (i)     Private virtual circuits (PVCs) and appropriate
                              protocol configurations to satisfy MSDW's TCP/IP,
                              Multi-protocol or SNA-based requirements;

                      (ii)    remote CSU/DSU;

                      (iii)   managed access connections from 56 Kbps to 1.54
                              Mbps (DS-1), as selected by MSDW;

                      (iv)    host CSU/DSU;

                      (v)     access to backbone MDNS frame-relay network via
                              routers or frame switches at host and remote
                              locations;

                      (vi)    configuration support;

                      (vii)   7 x 24 proactive monitoring by the Help Desk;

                      (viii)  Data Network performance and capacity management
                              in accordance with the Agreement; and

                      (ix)    Change management in accordance with the
                              Agreement.

                (c)   Service Specifications.

                      Access capacity for this Service ranges from 56 Kbps to
                      1.54 Mbps (DS-1) (depending upon the access capacity
                      selected by MSDW) using routers and switches of various
                      capacities as MSDW's requirements dictate.

--------------------------------------------------------------------------------
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<PAGE>

2.   SWITCHED NETWORK ACCESS SERVICE CATEGORIES

     IBM will provide switched line access to Applications through the use of
     telephone dial facilities. This Service will permit asynchronous terminal
     emulation and synchronous data link control ("SDLC") access capability.
     Security to this dial-up Service shall be provided through the use of
     Service Manager ("SM") which provide user identification and password
     restriction to access. Specific offerings are described in detail below.

     2.1   SNA Dial via 1-800-number.
           -------------------------

           (a)   Description of Service.

                 This is dial service via a 1-800-number using SNA protocol on a
                 terminal (typically an informer) or PC with SDLC card and
                 emulation. MSDW is required to order an XID Network definition
                 from IBM, and to supply an access password through the Service
                 Manager (SM) product in order to access the Data Network.

           (b)   Components.

                 IBM's provision of this Service shall include the following:

                 (i)   XID definition;

                 (ii)  master site modem;

                 (iii) 3745 port;

                 (iv)  IBM-supplied 1-800-number service; and

                 (v)   backbone usage from IBM Data Center to host Application.

           (c)   Service Specifications.

                 Throughput of switched services varies, based upon the quality
                 of local telco service. Ports are generally sufficient for all
                 End Users who desire access. Availability of ports is
                 monitored.

     2.2   SNA Dial via 950-number.
           -----------------------

           (a)   Description of Service.

                 This is dial service via a 950-number using SNA protocol on a
                 terminal (typically an Informer) or PC with SDLC card and
                 emulation. MSDW is required to order an XID Network definition
                 from IBM, and to supply an access password through the Service
                 Manager ("SM") product in order to access the Data Network.

           (b)   Components.

                 IBM's provision of this Service shall include the following:

--------------------------------------------------------------------------------
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<PAGE>

                    (i)   XID definition;

                    (ii)  master site modem;

                    (iii) 3745 port;

                    (iv)  IBM-supplied 950-number service; and

                    (v)   backbone Data Network usage from 950 access point to
                          host Application

               (c)  Service Specifications.

                    Throughput of switched services varies, based upon the
                    quality of local telco service. Ports are usually sufficient
                    for End-Users who desire access. Availability of ports is
                    monitored; however, availability of ports is less closely
                    monitored than for 1-800 dial service, which is used by MSDW
                    if 950 service is saturated.

        2.3    Asynchronous Dial via 1-800-number.
               ----------------------------------

               (a)  Description of Service.

                    This is dial service via a 1-800-number using an
                    asynchronous protocol on a terminal or PC with asynchronous
                    terminal emulation. Asynchronous protocol is converted to
                    SNA via 3708 protocol converters. MSDW will supply an access
                    password through the Service Manager (SM) product in order
                    to access the Data Network.

               (b)  Components.

                    IBM's provision of this Service shall include the following:

                    (i)   master site modem;

                    (ii)  3745 port;

                    (iii) IBM-supplied 1-800-number service; and

                    (iv)  backbone Data Network usage from IBM Data Center to
                          host Application.

               (c)  Service Specifications.

                    Throughput of switched services varies, based upon the
                    quality of local telco service. Ports are generally
                    sufficient for all End-Users who desire access. Availability
                    of ports is monitored.

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<PAGE>

        2.4    Asynchronous Dial via IBM Passport.
               ----------------------------------

               (a)    Description of Service.

                      Dial service via a 1-800-number or local access numbers
                      using asynchronous protocol on a PC with IBM Passport
                      Software (a 3270 emulator for the PC which provides high
                      performance communication in asynchronous mode using the
                      Data Network). The End User is required to supply an
                      access password through the Service Manager (SM) product
                      in order to access the Data Network. IBM will perform SM
                      administration.

               (b)    Components.

                      IBM's provision of this Service shall include the
                      following:

                      (i)   IBM Passport IN Gateway configuration;

                      (ii)  IBM-supplied 1-800-number service; and

                      (iii) Backbone Data Network usage from IN gateway location
                            to host Application.

               (c)    Service Specifications.

                      Throughput of switched services varies, based upon the
                      quality of local telco service. Ports are generally
                      sufficient for all End-Users who desire access.
                      Availability of ports is monitored.

        2.5    Bisynchronous Dial Access for EDI Services.
               ------------------------------------------

               (a)    Description of Service.

                      This is a dial service using bisynchronous ("BSC")
                      protocol for electronic data interchange (EDI)
                      transmissions.

               (b)    Components.

                      IBM's provision of this Service shall include the
                      following:

                      (i)   master site modem;

                      (ii)  3745 port;

                      (iii) IBM-supplied 1-800-number service; and

                      (iv)  Backbone Data Network usage to transfer data to EDI
                            mailbox.

               (c)    Service Specifications.

                      Throughput of switched services varies, based upon the
                      quality of local telco service.

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<PAGE>

        2.6   Asynchronous or Dial Access for EDI Services.
              --------------------------------------------

             (a)    Description of Service.

                    This is dial service using asynchronous protocol for
                    electronic data interchange (EDI) transmissions.

             (b)    Components.

                    IBM's provision of this Service shall include the following:

                    (i)   master site modem;

                    (ii)  3745 port;

                    (iii) IBM-supplied 1-800-number service; and

                    (iv)  Backbone Data Network usage to transfer data to EDI
                          mailbox.

             (c)    Service Specifications.

                    Throughput of switched services varies, based upon the
                    quality of local telco service.

--------------------------------------------------------------------------------
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<PAGE>

                                 ATTACHMENT A-2

                             Responsibility Matrices

1.     Introduction and Definitions

       1.1    Introduction.
              ------------

              The matrices contained in this Attachment A-2 are intended to
              describe various roles and responsibilities of the Parties with
              respect to certain IPSS Services and Data Network Services, which
              are defined elsewhere in the Agreement. In the event of a conflict
              between the allocation of roles and responsibilities set forth in
              this Attachment A-2 and any other portion of the Agreement, such
              conflict shall be resolved in accordance with the order of
              precedence set forth in Section 22.15 of the Agreement.

       1.2    Definitions.
              -----------

              The following terms shall have the corresponding meanings set
              forth in this Section only for the purposes of this Attachment
              A-2:

              (a) "Perform" means that the applicable Party has primary
                  responsibility and ownership for ensuring that the
                  corresponding work is completed in accordance with the
                  Agreement.

              (b) "Assist" means that the applicable Party has secondary
                  responsibility which includes the contribution of skill,
                  resources and/or tools to complete the corresponding task(s)
                  in accordance with the Agreement.

              (c) "Requirements" means that the applicable Party defines
                  technical specifications, workload estimates and/or
                  alternative evaluation for the corresponding work.

              (d) "Approve" means that the applicable Party approves workload
                  definition and resource implications.

--------------------------------------------------------------------------------
Attachment A-2 to Schedule A                               MSDW/IBM CONFIDENTIAL
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<PAGE>

2.   IPSS SERVICES RESPONSIBILITY MATRICES



--------------------------------------------------------------------------------------------
                                                                          RESPONSIBILITY
                                                                        --------------------
                          COMPUTER OPERATIONS                             IBM      MSDW
--------------------------------------------------------------------------------------------
                                                                            
Operate console                                                           { * }
--------------------------------------------------------------------------------------------
Mount tapes                                                               { * }
--------------------------------------------------------------------------------------------
Print forms                                                               { * }
--------------------------------------------------------------------------------------------
Recovery restart  (recovery management for multi step jobs)               { * }   { * }
--------------------------------------------------------------------------------------------
Document operations procedures for existing applications                          { * }
--------------------------------------------------------------------------------------------
Document operations procedures for new applications                               { * }
--------------------------------------------------------------------------------------------
Provide Job accounting statistics                                         { * }
--------------------------------------------------------------------------------------------
Hardware planning and installation
--------------------------------------------------------------------------------------------
- Define and maintain business process documents                          { * }
--------------------------------------------------------------------------------------------
- Technology input and review                                             { * }   { * }
--------------------------------------------------------------------------------------------
- Hardware facilities requirements planning                               { * }
--------------------------------------------------------------------------------------------
Capacity management
--------------------------------------------------------------------------------------------
- Define and maintain business process documents                          { * }
--------------------------------------------------------------------------------------------
- Define and communicate application plans and requirements                      { * }
--------------------------------------------------------------------------------------------
- Monitor Capacity & recommend solutions                                  { * }
--------------------------------------------------------------------------------------------
Performance management
--------------------------------------------------------------------------------------------
- Define service level requirements                                       { * }   { * }
--------------------------------------------------------------------------------------------
- Define and maintain business process documents                          { * }
--------------------------------------------------------------------------------------------
- Measure and analyze system performance                                  { * }
--------------------------------------------------------------------------------------------
- Measure and analyze application performance, except as otherwise        { * }   { * }
specified in the Agreement
--------------------------------------------------------------------------------------------
- Implement system improvement programs                                   { * }
--------------------------------------------------------------------------------------------
- Implement application improvement programs                              { * }   { * }
--------------------------------------------------------------------------------------------
Change management
--------------------------------------------------------------------------------------------
- Define and maintain business process documents                          { * }
--------------------------------------------------------------------------------------------
- Provide change requirements for Application installs and upgrades       { * }   { * }
--------------------------------------------------------------------------------------------
- Provide change requirements for Systems Software                        { * }   { * }
--------------------------------------------------------------------------------------------
- Conduct change management meeting                                       { * }
--------------------------------------------------------------------------------------------
- Promote changes to production                                           { * }   { * }
--------------------------------------------------------------------------------------------
- Report on change success                                                { * }
--------------------------------------------------------------------------------------------
- Follow up & resolve identified problem areas                            { * }   { * }
--------------------------------------------------------------------------------------------
Problem management
--------------------------------------------------------------------------------------------
- Define and maintain business process documents                          { * }
--------------------------------------------------------------------------------------------
- Record problems                                                         { * }
--------------------------------------------------------------------------------------------
- Distribute to support groups for resolution (system related)            { * }
--------------------------------------------------------------------------------------------
- Track problem through to resolution (system related)                    { * }
--------------------------------------------------------------------------------------------
- Gain customer concurrence with problem resolution/closure (system       { * }   { * }
related)
--------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Attachment A-2 to Schedule A to                            MSDW/IBM CONFIDENTIAL
Services Agreement                    A2-2                  Final Execution Copy

<PAGE>



----------------------------------------------------------------------------------------------
                                                                             RESPONSIBILITY
                                                                         ---------------------
                             COMPUTER OPERATIONS                           IBM       MSDW
----------------------------------------------------------------------------------------------
                                                                             

- Provide Trend analysis & develop action plans to resolve problems       { * }
(system related)
----------------------------------------------------------------------------------------------
Provide Tape Management
----------------------------------------------------------------------------------------------
- Provide tape library management                                         { * }
----------------------------------------------------------------------------------------------
- Provide tape mount support                                              { * }
----------------------------------------------------------------------------------------------
- Send backups to  designated off-site tape storage facility and          { * }
retrieve as required
----------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------
                                                                             RESPONSIBILITY
                                                                         ---------------------
                           PRODUCTION CONTROL                             IBM        MSDW
----------------------------------------------------------------------------------------------
Data preparation (Setup & define job data requirements)                           { * }
----------------------------------------------------------------------------------------------
Resolve scheduling conflicts                                              { * }   { * }
----------------------------------------------------------------------------------------------
Define schedules                                                                  { * }
----------------------------------------------------------------------------------------------
Define job streams                                                                { * }
----------------------------------------------------------------------------------------------
Write standards and procedures (JCL, promotion, etc.)
----------------------------------------------------------------------------------------------
- Define requirements and standards                                       { * }   { * }
----------------------------------------------------------------------------------------------
- Promote to production                                                   { * }   { * }
----------------------------------------------------------------------------------------------
Batch test schedule (Application)
----------------------------------------------------------------------------------------------
- Define test system requirements                                         { * }   { * }
----------------------------------------------------------------------------------------------
- Develop test schedule                                                           { * }
----------------------------------------------------------------------------------------------
- Schedule available time and confirm with customer                       { * }
----------------------------------------------------------------------------------------------
- Execute test                                                                    { * }
----------------------------------------------------------------------------------------------
- Initiate and track problem report (balancing error)                             { * }
----------------------------------------------------------------------------------------------
- Track batch problem (ABENDS & Reruns)                                           { * }
----------------------------------------------------------------------------------------------
- Report problem resolution statistics                                            { * }
----------------------------------------------------------------------------------------------
- Preparation of run parameters                                                   { * }
----------------------------------------------------------------------------------------------
Batch production schedule (OPC)
----------------------------------------------------------------------------------------------
- Scheduler input                                                                 { * }
----------------------------------------------------------------------------------------------
- Scheduler updates                                                       { * }
----------------------------------------------------------------------------------------------
- Execution                                                               { * }
----------------------------------------------------------------------------------------------
Batch schedule (non-production / non-OPC)
----------------------------------------------------------------------------------------------
- Scheduler input                                                                 { * }
----------------------------------------------------------------------------------------------
- Scheduler updates                                                               { * }
----------------------------------------------------------------------------------------------
- Execution                                                                       { * }
----------------------------------------------------------------------------------------------
Special forms inventory
----------------------------------------------------------------------------------------------
- Ordering                                                                        { * }
----------------------------------------------------------------------------------------------
- Data center inventory management                                        { * }
----------------------------------------------------------------------------------------------
Report Distribution (Output Services)
----------------------------------------------------------------------------------------------
- Print Insertion                                                         { * }
----------------------------------------------------------------------------------------------
 - Preparation of on-line reports (e.g., RMDS, SAR)                       { * }
----------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Attachment A-2 to Schedule A to                            MSDW/IBM CONFIDENTIAL
Services Agreement                    A2-3                  Final Execution Copy

<PAGE>



---------------------------------------------------------------------------------------------
                                                                           RESPONSIBILITY
                                                                       ----------------------
                          PRODUCTION CONTROL                              IBM         MSDW
---------------------------------------------------------------------------------------------
                                                                            
  - Manage courier contract                                                       { * }
---------------------------------------------------------------------------------------------
  - Report/microfiche distribution preparation                           { * }
---------------------------------------------------------------------------------------------
  - Report/microfiche distribution (courier set-up/charges)                       { * }
---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------
                                                                           RESPONSIBILITY
                                                                        ---------------------

                          OPERATIONS ANALYSIS                             IBM         MSDW
---------------------------------------------------------------------------------------------

 Production application installation
---------------------------------------------------------------------------------------------
 - Acceptance testing                                                             { * }
---------------------------------------------------------------------------------------------
 - Verification process                                                           { * }
---------------------------------------------------------------------------------------------
 - Actual installation                                                   { * }    { * }
---------------------------------------------------------------------------------------------
Establish JCL standards and procedures analysis                          { * }    { * }
---------------------------------------------------------------------------------------------
Create JCL                                                                        { * }
---------------------------------------------------------------------------------------------
Systems documentation
---------------------------------------------------------------------------------------------
 - Set-up                                                                { * }
---------------------------------------------------------------------------------------------
 - Dependencies                                                          { * }
---------------------------------------------------------------------------------------------
 - Initiation                                                            { * }
---------------------------------------------------------------------------------------------
 - Recovery                                                              { * }
---------------------------------------------------------------------------------------------
System security subsystems (i.e., CICS, TSO, RACF)
---------------------------------------------------------------------------------------------
 - Administration                                                        { * }    { * }
---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------
                                                                           RESPONSIBILITY
                                                                        ---------------------
                          TECHNICAL SERVICES                              IBM         MSDW
---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------
System control program installation & maintenance                        { * }
---------------------------------------------------------------------------------------------
System monitoring                                                        { * }
---------------------------------------------------------------------------------------------

Subsystem installation & maintenance (i.e., CICS, TSO, RACF)             { * }
---------------------------------------------------------------------------------------------

Program products installation & maintenance                              { * }
---------------------------------------------------------------------------------------------
Performance Tuning
---------------------------------------------------------------------------------------------
 - Systems                                                               { * }
---------------------------------------------------------------------------------------------
 -  Applications                                                         { * }    { * }
---------------------------------------------------------------------------------------------
Trouble shooting / problem resolution for system program products        { * }
---------------------------------------------------------------------------------------------
Trouble shooting / problem resolution for   proprietary application      { * }    { * }
products
---------------------------------------------------------------------------------------------
Back-up / recovery procedures (system)                                   { * }
---------------------------------------------------------------------------------------------
Back-up / recovery procedures (application)                              { * }    { * }
---------------------------------------------------------------------------------------------
CICS
---------------------------------------------------------------------------------------------
Technical guidance regarding products/systems selection                  { * }
---------------------------------------------------------------------------------------------
System control program installation & maintenance                        { * }
---------------------------------------------------------------------------------------------
System monitoring                                                        { * }
---------------------------------------------------------------------------------------------
Performance tuning
---------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Attachment A-2 to Schedule A to                            MSDW/IBM CONFIDENTIAL
Services Agreement                    A2-4                  Final Execution Copy

<PAGE>



----------------------------------------------------------------------------------------
                                                                         RESPONSIBILITY
                                                                        ----------------
                             TECHNICAL SERVICES                          IBM       MSDW
----------------------------------------------------------------------------------------
                                                                             

 -- Systems Software                                                     { * }
----------------------------------------------------------------------------------------
 -- Application Software                                                 { * }   { * }
----------------------------------------------------------------------------------------
Troubleshooting/problem resolution                                       { * }
----------------------------------------------------------------------------------------
Back-up/recovery procedures (production copies only)                     { * }
----------------------------------------------------------------------------------------
CICS Test Regions, except as otherwise provided in the Agreement                 { * }
(including SSAs and any NSAs)
----------------------------------------------------------------------------------------
MQ Series
----------------------------------------------------------------------------------------
Technical guidance regarding products/systems selection                  { * }
----------------------------------------------------------------------------------------
System control program installation & maintenance                        { * }
----------------------------------------------------------------------------------------
Create and configure Queue Manager and Channel Initiators                { * }
----------------------------------------------------------------------------------------
System monitoring                                                        { * }
----------------------------------------------------------------------------------------
Performance tuning
----------------------------------------------------------------------------------------
 -- Systems Software                                                     { * }
----------------------------------------------------------------------------------------
 -- Application Software                                                 { * }   { * }
----------------------------------------------------------------------------------------
Troubleshooting/problem resolution                                       { * }
----------------------------------------------------------------------------------------
Back-up/recovery procedures (production copies only)                     { * }
----------------------------------------------------------------------------------------
Recover Queue Manager on System Failures                                 { * }
----------------------------------------------------------------------------------------
MQ Series Test Environment, except as otherwise provided in the                  { * }
Agreement (including SSAs and any NSAs)
----------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------
                                                                       RESPONSIBILITY
                                                                       ----------------
                   MAINFRAME DATA BASE ADMINISTRATION                  IBM        MSDW
----------------------------------------------------------------------------------------
Data modeling                                                                    { * }
----------------------------------------------------------------------------------------
Logical data base design                                                         { * }
----------------------------------------------------------------------------------------
Database reorgs & image copies                                                   { * }
----------------------------------------------------------------------------------------
Physical data base design                                                        { * }
----------------------------------------------------------------------------------------
Physical data base review / support                                              { * }
----------------------------------------------------------------------------------------
User access (views, copy members)                                                { * }
----------------------------------------------------------------------------------------
DB2 System Security                                                      { * }
----------------------------------------------------------------------------------------
DB2 capacity planning                                                    { * }   { * }
----------------------------------------------------------------------------------------
DB2 performance management                                               { * }   { * }
----------------------------------------------------------------------------------------
DB2 performance utilization tracking                                     { * }   { * }
----------------------------------------------------------------------------------------
Provide Back-up/recovery procedures (DB2 System)                         { * }
----------------------------------------------------------------------------------------
Provide Back-up/recovery procedures (Application Tables)                         { * }
----------------------------------------------------------------------------------------
DB2 troubleshooting / problem resolution
----------------------------------------------------------------------------------------
 - Provide on call  support related to DB2 sub system                    { * }
----------------------------------------------------------------------------------------
 - Identify and resolve Application database problems                    { * }   { * }
----------------------------------------------------------------------------------------
 - Identify and resolve system and subsystem database problems           { * }
----------------------------------------------------------------------------------------
Monitor DB2 system and databases
----------------------------------------------------------------------------------------
 - Monitor system performance                                            { * }
----------------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Attachment A-2 to Schedule A to                            MSDW/IBM CONFIDENTIAL
Services Agreement                    A2-5                  Final Execution Copy

<PAGE>



-----------------------------------------------------------------------------------------------------------------
                                                                                           RESPONSIBILITY
                                                                                ---------------------------------
                    MAINFRAME DATA BASE ADMINISTRATION                                 IBM                MSDW
-----------------------------------------------------------------------------------------------------------------
                                                                                                    
 - Monitor database and application performance                                                           { * }
-----------------------------------------------------------------------------------------------------------------
 - Recommend system changes to prevent degradation                                    { * }               { * }
-----------------------------------------------------------------------------------------------------------------
 - Monitor and manage system resources (i.e., DASD, CPU) in support of                { * }
DB2 databases
-----------------------------------------------------------------------------------------------------------------
Develop procedures and processes to ensure data integrity and                                             { * }
recoverability for  DB2 databases
-----------------------------------------------------------------------------------------------------------------
Provide support to application development
-----------------------------------------------------------------------------------------------------------------
 - Adding and/or changing resources (i.e., DB2 databases, transactions,                                   { * }
application programs, terminals, etc.) to systems
-----------------------------------------------------------------------------------------------------------------
 - Make changes to existing  DB2 databases                                                                { * }
-----------------------------------------------------------------------------------------------------------------
 - Create new databases                                                               { * }               { * }
-----------------------------------------------------------------------------------------------------------------
 - Modify existing and/or creating new procedures, utilities, and/or jobs                                 { * }
to support changes to existing systems, databases and/or new databases
-----------------------------------------------------------------------------------------------------------------
Fourth generation language maintenance support (i.e., QMF, CSP, etc.)                 { * }
-----------------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------------
                                                                                           RESPONSIBILITY
                                                                                ---------------------------------
                     DATA CENTER FAILURE RECOVERY                                      IBM
-----------------------------------------------------------------------------------------------------------------
                                                                                                    
Data Center Machine failure recovery                                                  { * }
-----------------------------------------------------------------------------------------------------------------
Fix Data Center Machine failures                                                      { * }
-----------------------------------------------------------------------------------------------------------------
Fix Systems Software failures                                                         { * }
-----------------------------------------------------------------------------------------------------------------
Fix IBM Applications Software failures                                                { * }
-----------------------------------------------------------------------------------------------------------------
Fix MSDW Applications Software failures                                                                   { * }
-----------------------------------------------------------------------------------------------------------------
End User Machine failure recovery (Hardware & Programs, not data)                                         { * }
-----------------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------------
                                                                                           RESPONSIBILITY
                                                                                ---------------------------------
                    DATA CENTER DISASTER RECOVERY                                      IBM
-----------------------------------------------------------------------------------------------------------------
                                                                                                    
Develop & maintain a disaster recovery plan as outlined in IGS                        { * }
Contingency Bulletins
-----------------------------------------------------------------------------------------------------------------
Develop & maintain a disaster recovery plan as outlined in MSDW ACP                                       { * }
(Application Contingency Plan)
-----------------------------------------------------------------------------------------------------------------
Coordinate disaster recovery testing for the Services and report results              { * }
-----------------------------------------------------------------------------------------------------------------
Perform disaster recovery testing for MSDW Applications                               { * }               { * }
-----------------------------------------------------------------------------------------------------------------
Perform disaster recovery testing for the Services                                    { * }
-----------------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------------
                                                                                           RESPONSIBILITY
                                                                                ---------------------------------
                     SERVICE LEVEL PERFORMANCE                                         IBM                MSDW
-----------------------------------------------------------------------------------------------------------------
                                                                                                    
-----------------------------------------------------------------------------------------------------------------
Provide Service Level Management
-----------------------------------------------------------------------------------------------------------------
 - Provide monthly reports on service level attainment for agreed to                  { * }
service levels
-----------------------------------------------------------------------------------------------------------------
 - Write and maintain service level agreements with  MSDW                             { * }               { * }
-----------------------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Attachment A-2 to Schedule A to                            MSDW/IBM CONFIDENTIAL
Services Agreement                    A2-6                  Final Executive Copy

<PAGE>



------------------------------------------------------------------------------------------------------------------
                     MAINFRAME LOGICAL ACCESS CONTROL                                  RESPONSIBILITY
                                                                          ----------------------------------------
                                                                                  IBM                MSDW
------------------------------------------------------------------------------------------------------------------
                                                                                        
Install, maintain and upgrade new or existing data access control         { * }               { * }
software
------------------------------------------------------------------------------------------------------------------
Identify the protection requirements for operating system resources       { * }
------------------------------------------------------------------------------------------------------------------
Identify the protection requirements for application resources                                { * }
------------------------------------------------------------------------------------------------------------------
Identify the protection requirements for   End User data                                      { * }
------------------------------------------------------------------------------------------------------------------
Establish, change, deactivate and remove logon IDs, associated access     { * }
authorities and reset passwords for IBM employees
------------------------------------------------------------------------------------------------------------------
Establish, change, deactivate and remove logon IDs, associated access                         { * }
authorities and reset passwords for MSDW employees
------------------------------------------------------------------------------------------------------------------
Periodically review IBM logon IDs and remove those for which management   { * }
authorization no longer exists
------------------------------------------------------------------------------------------------------------------
Periodically review MSDW logon IDs and remove those for which management                      { * }
authorization no longer exists
------------------------------------------------------------------------------------------------------------------
Review, approve and grant requests for MSDW privileged user authorities   { * }               { * }
------------------------------------------------------------------------------------------------------------------
Periodically review privileged user authorities and remove those which    { * }               { * }
are no longer needed
------------------------------------------------------------------------------------------------------------------
Logs & alerts monitoring & response, incident investigation and security  { * }
audits for IBM users
------------------------------------------------------------------------------------------------------------------
Logs & alerts monitoring & response, incident investigation and security                      { * }
audits for MSDW users
------------------------------------------------------------------------------------------------------------------
Revoke unused IDs after one hundred eighty (180) days                     { * }
------------------------------------------------------------------------------------------------------------------



3.   DATA NETWORK SERVICES RESPONSIBILITY MATRICES



-----------------------------------------------------------------------------------------------------------------
                                                                                     Responsibility
                                                                        -----------------------------------------
                         DATA NETWORK SERVICES                                  IBM                 MSDW
-----------------------------------------------------------------------------------------------------------------
                                                                                        
Data Network Operations
-----------------------------------------------------------------------------------------------------------------
Monitor WAN systems                                                     { * }
-----------------------------------------------------------------------------------------------------------------
Provide network maintenance coordination                                { * }
-----------------------------------------------------------------------------------------------------------------
Perform preventive maintenance on the IBM Network                       { * }
-----------------------------------------------------------------------------------------------------------------
Provide connectivity to MSDW locations from IBM Data Center             { * }
-----------------------------------------------------------------------------------------------------------------
Resolve network problems                                                { * }
-----------------------------------------------------------------------------------------------------------------
Provide network statistical reporting                                   { * }
-----------------------------------------------------------------------------------------------------------------
Provide connectivity between MSDW locations                             { * }
-----------------------------------------------------------------------------------------------------------------
Data Network Management
-----------------------------------------------------------------------------------------------------------------
Manage and operate the  Help Desk                                       { * }
-----------------------------------------------------------------------------------------------------------------
Problem determination on circuits/hardware                              { * }
-----------------------------------------------------------------------------------------------------------------
Network maintenance and maintenance vendor contracts                    { * }
-----------------------------------------------------------------------------------------------------------------
Vendor dispatch(e.g. maintenance)                                       { * }
-----------------------------------------------------------------------------------------------------------------
FCC regulatory compliance, license fees and license management          { * }
-----------------------------------------------------------------------------------------------------------------


Attachment A-2 to Schedule A to                            MSDW/IBM CONFIDENTIAL
Services Agreement                     A2-7                 Final Execution Copy

<PAGE>



-----------------------------------------------------------------------------------------------------------------
                                                                                           Responsibility
                                                                                ---------------------------------
                    DATA NETWORK SERVICES                                              IBM                MSDW
-----------------------------------------------------------------------------------------------------------------
                                                                                                    
Network Engineering
-----------------------------------------------------------------------------------------------------------------
Determine network implementation plan                                                 { * }               { * }
-----------------------------------------------------------------------------------------------------------------
Oversee 3rd party work in implementing new network                                    { * }               { * }
-----------------------------------------------------------------------------------------------------------------
Provide and define enterprise network architecture as it applies to                   { * }               { * }
the Services
-----------------------------------------------------------------------------------------------------------------
Data Network design
-----------------------------------------------------------------------------------------------------------------
Define Data Network project  roll out requirements                                    { * }               { * }
-----------------------------------------------------------------------------------------------------------------
Define Data Network project planning                                                  { * }
-----------------------------------------------------------------------------------------------------------------
Network Control and Connectivity
-----------------------------------------------------------------------------------------------------------------
Monitor physical connections on Data Network                                          { * }
-----------------------------------------------------------------------------------------------------------------
Monitor logical connections on Data Network                                           { * }
-----------------------------------------------------------------------------------------------------------------
Estimate necessary wide area network bandwidth                                        { * }
-----------------------------------------------------------------------------------------------------------------
Provide initial capacity for network bandwidth                                        { * }
-----------------------------------------------------------------------------------------------------------------
Following the Transition Period, be responsible for the network                       { * }
bandwidth
-----------------------------------------------------------------------------------------------------------------
Provide business, applications and End User data network requirements                                     { * }
-----------------------------------------------------------------------------------------------------------------
Provide redundant connections as required                                             { * }
-----------------------------------------------------------------------------------------------------------------
Network Provisioning
-----------------------------------------------------------------------------------------------------------------
Procure network equipment                                                             { * }
-----------------------------------------------------------------------------------------------------------------
Provide wide area network bandwidth necessary to provide Services                     { * }
-----------------------------------------------------------------------------------------------------------------
Maintain network equipment                                                            { * }
-----------------------------------------------------------------------------------------------------------------
Network Software Configuration
-----------------------------------------------------------------------------------------------------------------
Configure WAN Router Software to support network/customer requirements                { * }
-----------------------------------------------------------------------------------------------------------------
Configure Netview Software to support network/customer requirements                   { * }
-----------------------------------------------------------------------------------------------------------------
Configure VTAM Software to support network/customer requirements                      { * }
-----------------------------------------------------------------------------------------------------------------
Configure NCP Software to support network/customer requirements                       { * }
-----------------------------------------------------------------------------------------------------------------
Configure Firewall Software to support network/customer requirements                  { * }
-----------------------------------------------------------------------------------------------------------------
Data Network Software Support
-----------------------------------------------------------------------------------------------------------------
Install and maintain WAN router software at supported release levels                  { * }
-----------------------------------------------------------------------------------------------------------------
Install and maintain Netview software at supported release levels                     { * }
-----------------------------------------------------------------------------------------------------------------
Install and maintain VTAM software at supported release levels                        { * }
-----------------------------------------------------------------------------------------------------------------
Install and maintain NCP software at supported release levels                         { * }
-----------------------------------------------------------------------------------------------------------------
Install and maintain Firewall software at supported release levels                    { * }
-----------------------------------------------------------------------------------------------------------------
Data Network Field Support
-----------------------------------------------------------------------------------------------------------------
Coordinate installation of approved additional Routers on existing,                   { * }               { * }
in-scope LANs.
-----------------------------------------------------------------------------------------------------------------
Coordinate installation of upgrades to approved Routers on existing,                  { * }               { * }
in-scope LANs.
-----------------------------------------------------------------------------------------------------------------
Pre-testing of equipment prior to install                                             { * }               { * }
-----------------------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Attachment A-2 to Schedule A to                            MSDW/IBM CONFIDENTIAL
Services Agreement                    A2-8                  Final Executive Copy

<PAGE>



-----------------------------------------------------------------------------------------------------------------
                                                                                           Responsibility
                                                                                ---------------------------------
                           DATA NETWORK SERVICES                                       IBM                MSDW
-----------------------------------------------------------------------------------------------------------------
                                                                                                    
-----------------------------------------------------------------------------------------------------------------
Design equipment cabinet layout and cabling for MSDW                                  { * }               { * }
-----------------------------------------------------------------------------------------------------------------
Implement equipment cabinet layout and cabling for MSDW                               { * }               { * }
-----------------------------------------------------------------------------------------------------------------
Provide turnover documentation to IBM NMC for updates                                 { * }
-----------------------------------------------------------------------------------------------------------------
Maintain port and channel assignments                                                 { * }
-----------------------------------------------------------------------------------------------------------------
Troubleshoot and repair Data Network Equipment located at MSDW                        { * }               { * }
locations
-----------------------------------------------------------------------------------------------------------------
Troubleshoot and repair Data Network Equipment not located at MSDW                    { * }
locations
-----------------------------------------------------------------------------------------------------------------
Data Network Security
-----------------------------------------------------------------------------------------------------------------
Approve End User access/revocation list to network, applications and                                      { * }
systems
-----------------------------------------------------------------------------------------------------------------
Implement approved Service Manager (SM) End User access requests,                     { * }               { * }
access rights lists, and passwords
-----------------------------------------------------------------------------------------------------------------
Implement approved non-Service Manager End User access requests,                      { * }               { * }
access rights lists, and passwords
-----------------------------------------------------------------------------------------------------------------
Deactivate Service Manager passwords, and access rights                               { * }               { * }
-----------------------------------------------------------------------------------------------------------------
Deactivate non-Service Manager passwords, and access rights                           { * }               { * }
-----------------------------------------------------------------------------------------------------------------
Data Network Billing
-----------------------------------------------------------------------------------------------------------------
Provide billing detail to MSDW                                                        { * }
-----------------------------------------------------------------------------------------------------------------
Communications Systems Circuit Installation Management
-----------------------------------------------------------------------------------------------------------------
Order and monitor 3rd party leased line services                                      { * }               { * }
-----------------------------------------------------------------------------------------------------------------
Coordinate installation of IBM communications systems in new or                       { * }               { * }
modified facilities
-----------------------------------------------------------------------------------------------------------------
Plan and schedule installation                                                        { * }               { * }
-----------------------------------------------------------------------------------------------------------------
Perform Site surveys                                                                  { * }               { * }
-----------------------------------------------------------------------------------------------------------------
Determine circuit configurations and capacities                                       { * }
-----------------------------------------------------------------------------------------------------------------
Provide End User / site requirements                                                  { * }               { * }
-----------------------------------------------------------------------------------------------------------------
Dial in Connectivity
-----------------------------------------------------------------------------------------------------------------
Provide maintenance for dial access servers                                           { * }
-----------------------------------------------------------------------------------------------------------------
Problem determination on dial access servers                                          { * }
-----------------------------------------------------------------------------------------------------------------
Issue and maintain database of dial access numbers                                    { * }
-----------------------------------------------------------------------------------------------------------------
Manage dial-in End User authentication                                                                    { * }
-----------------------------------------------------------------------------------------------------------------
Dial access modems management at IBM Point of Presence                                { * }
-----------------------------------------------------------------------------------------------------------------
Dial access modems management for End User Modems                                                         { * }
-----------------------------------------------------------------------------------------------------------------
Standards
-----------------------------------------------------------------------------------------------------------------
Define Data Network standards                                                         { * }               { * }
-----------------------------------------------------------------------------------------------------------------
Provide input and review                                                              { * }               { * }
-----------------------------------------------------------------------------------------------------------------
Implement standards                                                                   { * }               { * }
-----------------------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Attachment A-2 to Schedule A to                            MSDW/IBM CONFIDENTIAL
Services Agreement                    A2-9                  Final Executive Copy