TRUST AGREEMENT


          TRUST AGREEMENT, between MSDW Structured Asset Corp. (the "Depositor")
and LaSalle Bank National Association (the "Trustee"), made as of the date set
forth in Schedule I attached hereto, which Schedule together with Schedules II
and III attached hereto, are made a part hereof and are hereinafter referred to
collectively as the "Terms Schedule". The terms of the Standard Terms for Trust
Agreements, dated July 7, 1999 (the "Standard Terms") are, except to the extent
otherwise expressly stated, hereby incorporated by reference herein in their
entirety with the same force and effect as though set forth herein. Capitalized
terms used herein and not defined shall have the meanings defined in the
Standard Terms. References to "herein", "hereunder", "this Trust Agreement" and
the like shall include the Terms Schedule attached hereto and the Standard Terms
so incorporated by reference.

          WHEREAS, the Depositor and the Trustee desire to establish the Trust
identified in Schedule I attached hereto (the "Trust") for the primary purposes
of (i) holding the Securities, (ii) entering into any Swap Agreement with the
Swap Counterparty and (iii) issuing the Units;

          WHEREAS, the Depositor desires that the respective beneficial
interests in the Trust be divided into transferable fractional shares, such
shares to be represented by the Units; and

          WHEREAS, the Depositor desires to appoint the Trustee as trustee of
the Trust and the Trustee desires to accept such appointment;

          WHEREAS, the Depositor shall transfer, convey and assign to the Trust
without recourse, and the Trust shall acquire, all of the Depositor's right,
title and interest in and under the Securities and other property identified in
Schedule II to the Trust Agreement (the "Trust Property"); and

          WHEREAS, the Trust agrees to acquire the Trust Property specified
herein in consideration for Units having an initial Unit Principal Balance
identified in Schedule I attached hereto, subject to the terms and conditions
specified in the Trust Agreement;

          NOW THEREFORE, the Depositor hereby appoints the Trustee as trustee
hereunder and hereby requests the Trustee to receive the Securities from the
Depositor and to issue in accordance with the instructions of the Depositor
Units having the terms specified in Schedule I attached hereto, and the Trustee
accepts such appointment and, for itself and its successors and assigns, hereby
declares that it shall hold all the estate, right, title and interest in any
property contributed to the trust account established hereunder (except property
to be applied to the payment or reimbursement of or by the Trustee for any fees
or expenses which under the terms hereof is to be so applied) in trust for the
benefit of all present and future Holders of the fractional shares of beneficial
interest issued hereunder, namely, the Unitholders, and subject to the terms and
provisions hereof and of the Standard Terms.

          IN WITNESS WHEREOF, each of the undersigned has executed this
instrument as of the date set forth in the Terms Schedule attached hereto.

                                            LASALLE BANK NATIONAL ASSOCIATION
                                                as Trustee on behalf of the
                                                Trust identified in Schedule
                                                I hereto, and not in its
                                                individual capacity

                                            By:  /s/ Brian D. Ames
                                                 ----------------------------
                                                 Name:   Brian D. Ames
                                                 Title:  Vice President


                                            MSDW STRUCTURED ASSET CORP.


                                            By:  /s/ John Kehoe
                                                 ----------------------------
                                                 Name:   John Kehoe
                                                 Title:  Vice President



Attachments: Terms Schedule (consisting of Schedules I, II and III)

<PAGE>


                                   Schedule I
                           (Terms of Trust and Units)

Trust:                                      SATURNS Trust No. 2002-4

Date of Trust Agreement:                    April 25, 2002

Trustee:                                    LaSalle Bank National Association.
                                            References to Chase Bank of Texas,
                                            National Association in the Standard
                                            Terms shall be inapplicable.

Units:                                      The Trust will issue two classes of
                                            Units: the Class A Units and the
                                            Class B Units. Only the Class A
                                            Units will be publicly offered.

Initial Unit Principal Balance
of the Class A Units:                       $42,500,000

Initial Notional Amount
of the Class B Units:                       $42,500,000

Issue Price of Units:                       Class A Units:  100%

                                            Class B Units:  $364,000

Number of Units:                            Class A Units:

                                            1,700,000 (Unit Principal Balance of
                                            $25 each)

                                            Class B Units:

                                            Initially, one (1) Unit representing
                                            100% of the Notional Amount of the
                                            Class B Units

Minimum Denomination:                       Class A Units:

                                            $25 and $25 increments in excess
                                            thereof. The minimum denomination
                                            specified in Section 5.01(a) of the
                                            Standard Terms shall not apply. Each
                                            $25 of Unit Principal Balance is a
                                            Unit.

                                            Class B Units:

                                            The entire Notional Amount of such
                                            class; provided, that, the Class B
                                            Units may be held in lesser Notional
                                            Amounts if acquired in connection
                                            with a purchase of less than 100% of
                                            the call rights under the Swap
                                            Agreement if the percentage of Class
                                            B Units (as a percentage of all
                                            Class B Units) acquired is equal to
                                            the percentage of call rights (as a
                                            percentage of all call rights)
                                            acquired. Such Class B Unit
                                            representing such percentage may be
                                            transferred (and subsequently
                                            transferred) in whole only unless
                                            transferred in connection with a
                                            transfer of a lesser amount of call
                                            rights under the Swap Agreement. The
                                            minimum denomination specified in
                                            Section 5.01(a) of the Standard
                                            Terms shall not apply.

Cut-off Date:                               April 25, 2002

Closing Date:                               April 25, 2002

Specified Currency:                         United States dollars

Business Day:                               New York, New York and Chicago,
                                            Illinois

Interest Rate:                              Class A Units:

                                            8.000% per annum on the basis of a
                                            360 day year consisting of twelve 30
                                            day months. During an extension
                                            period with respect to the
                                            securities, while interest will
                                            continue to accrue on the Unit
                                            Principal Balance at 8.000% per
                                            annum and interest will accrue on
                                            any deferred interest at 8.000% per
                                            annum.

Class B Unit Units:                         0.091% per annum on the basis of a
                                            360 day year consisting of twelve 30
                                            day months. During an extension
                                            period with respect to the
                                            securities, interest will continue
                                            to accrue on the Unit Notional
                                            Amount at 0.091% per annum and
                                            interest will accrue on any deferred
                                            interest at a rate equal to 8.125%
                                            per annum.

                                            The right of the Class A Units to
                                            interest is pari passu with the
                                            right of the Class B Units to
                                            interest.

                                            The Class B Units are also entitled
                                            to the Class B Unit Payment
                                            Obligation of the Swap Counterparty
                                            specified in Schedule III. Payment
                                            of the Class B Unit Payment
                                            Obligation shall result in a
                                            reduction of the Notional Amount of
                                            the Class B Units equal to the Class
                                            B Unit Corresponding Portion.

Interest Reset Period:                      Not Applicable

Rating:                                     Class A Units Only:

                                            Baa2 by Moody's

                                            BBB- by S&P

Rating Agencies:                            Moody's and S&P

Scheduled Final Distribution Date:          September 1, 2031. The Units will
                                            have the same final maturity as the
                                            Securities.

Prepayment/Redemption:                      The Trust Property is subject to
                                            redemption in accordance with the
                                            terms of the Securities and as
                                            described in Schedule II and is
                                            subject to call in accordance with
                                            Schedule III. Any such call or
                                            redemption will cause a redemption
                                            of a corresponding portion of the
                                            Class A Units and a reduction in the
                                            Notional Amount of the Class B
                                            Units.

                                            If the rights under the Swap
                                            Agreement are partially exercised or
                                            if there is a partial redemption of
                                            the Securities, the Trustee will
                                            randomly select Units to be redeemed
                                            in full from the proceeds of such
                                            partial exercise of the Swap
                                            Agreement or partial redemption of
                                            the Securities.

Additional Distribution:                    If any of the Securities are
                                            redeemed by the Security Issuer
                                            prior to April 25, 2007, each of the
                                            Class A Units being redeemed in
                                            connection with such redemption of
                                            Securities (or related exercise of
                                            the rights under the Swap Agreement)
                                            will receive a pro rata distribution
                                            from the proceeds of the redemption
                                            of the Securities remaining after
                                            payment of principal and interest on
                                            the Class A Units up to a maximum of
                                            $2.50 per Class A Unit. The Class A
                                            Units will also receive any
                                            additional amounts available at
                                            maturity or upon a redemption by the
                                            Security Issuer if all or a portion
                                            of the Swap Agreement has expired
                                            unexercised.

Corporate Trust Office:                     The definition of "Corporate Trust
                                            Office" in the Standard Terms shall
                                            not apply.

                                            The Corporate Trust Office shall be
                                            the Trustee's Asset-Backed
                                            Securities Trust Services Group
                                            having an office at 135 S. LaSalle
                                            Street, Suite 1625, Chicago,
                                            Illinois 60603 or such other
                                            addresses as the Trustee may
                                            designate from time to time by
                                            notice to the Unitholders, the
                                            Depositor, the Swap Counterparty and
                                            the Guarantor.

Swap Agreement:                             The ISDA Agreement referred to in
                                            Schedule III. In addition, in
                                            connection with an additional
                                            issuance of Units, any additional
                                            Swap Agreement entered into in
                                            connection therewith.

Swap Counterparty:                          Party A to the Swap Agreement
                                            referred to in Schedule III or any
                                            assignee thereof. In addition, in
                                            connection with an additional
                                            issuance of Units, Party A to any
                                            additional Swap Agreement or any
                                            assignee thereof.

                                            In the event that there is more than
                                            one Swap Counterparty at any time
                                            when a partial redemption of the
                                            Securities occurs, the Trustee shall
                                            randomly select which options under
                                            the Swap Agreements shall be
                                            selected for exercise or termination
                                            (and receipt of a Swap Termination
                                            Payment).

Guaranty:                                   Morgan Stanley Dean Witter & Co.
                                            (the "Guarantor") shall guarantee
                                            the obligations of Morgan Stanley &
                                            Co. International Limited ("MSIL")
                                            for so long as MSIL is Party A to
                                            any Swap Agreement with the Trust.

Swap Notional Amount:                       The notional amount specified in
                                            Schedule III.

Swap Payment Date:                          Not Applicable

Swap Rate:                                  Not Applicable

Additional Swap Agreements:                 In connection with an additional
                                            issuance of Units, the Depositor may
                                            arrange for the Trust to enter into
                                            an additional Swap Agreement with
                                            identical terms to those of the Swap
                                            Agreement entered into as of the
                                            Closing Date with an additional Swap
                                            Counterparty, except that such Swap
                                            Agreement may have a different Swap
                                            Counterparty, number of options, and
                                            premium amount than the Swap
                                            Agreement entered into on the
                                            Closing Date. The Rating Agency
                                            Condition must be satisfied in
                                            connection with respect to the Swap
                                            Counterparty.

Distribution Date:                          Each March 1 and September 1,
                                            commencing September 1, 2002.

                                            If any payment with respect to the
                                            Securities held by the Trust is not
                                            received by the Trustee by 12 noon
                                            (New York City time) on a
                                            Distribution Date, the corresponding
                                            distribution on the Units will not
                                            occur until the next Business Day
                                            that the Trust is in receipt of
                                            proceeds of such payment prior to 12
                                            noon, with no adjustment to the
                                            amount distributed.

Record Date:                                Each February 15 and August 15,
                                            regardless of whether such day is a
                                            Business Day.

Form:                                       Global Security

Depositary:                                 DTC

Trustee Fees and Expenses:                  As compensation for and in payment
                                            of trust expenses related to its
                                            services hereunder other than
                                            Extraordinary Trust Expenses, the
                                            Trustee will receive Trustee Fees on
                                            each Distribution Date in the amount
                                            equal to $3,750. The Trustee Fee
                                            shall cease to accrue after
                                            termination of the Trust. The
                                            "Trigger Amount" with respect to
                                            Extraordinary Trust Expenses for the
                                            Trust is $25,000 and the Maximum
                                            Reimbursable Amount is $100,000. The
                                            Trustee Fee will be paid by the
                                            Expense Administrator. Expenses will
                                            be reimbursed by the Expense
                                            Administrator in accordance with the
                                            Expense Administration Agreement.

Expense Administrator:                      The Depositor will act as Expense
                                            Administrator on behalf of the Trust
                                            pursuant to an Expense
                                            Administration Agreement, dated as
                                            of the date of the Trust Agreement
                                            (the "Expense Administration
                                            Agreement"), between the Depositor
                                            as Expense Administrator (the
                                            "Expense Administrator") and the
                                            Trust.

                                            The Expense Administrator will
                                            receive a fee equal to 0.05% per
                                            annum of the principal amount of the
                                            Securities held by the Trust as its
                                            fee, payable on the basis of a 360
                                            day year consisting of twelve 30 day
                                            months. The Expense Administrator
                                            will be entitled to interest on any
                                            deferred fee amounts that would have
                                            been payable but for deferral of
                                            interest on the Securities at the
                                            rate of 8.125% per annum and any
                                            additional amounts available as
                                            interest on deferred interest with
                                            respect to the Securities after
                                            application of such amounts to the
                                            deferred interest payable on the
                                            Units. The Expense Administrator's
                                            fee is payable only from available
                                            interest receipts received with
                                            respect to the Securities after
                                            application of such receipts to
                                            payment of accrued interest on the
                                            Units and any Swap Termination
                                            Payments currently owing. The
                                            Expense Administrator will be
                                            entitled to its fee in connection
                                            with an exercise of the Options or a
                                            redemption of the Securities. The
                                            Expense Administrator will not be
                                            entitled to receive its fee from the
                                            proceeds of a termination other than
                                            in connection with an exercise of
                                            Options or a redemption of
                                            Securities.

                                            The Expense Administrator will be
                                            responsible for paying the Trustee
                                            Fee and reimbursing certain other
                                            expenses of the Trust in accordance
                                            with the Expense Administration
                                            Agreement.

Listing:                                    The Depositor has applied to list
                                            the Class A Units on the New York
                                            Stock Exchange

ERISA Restrictions:                         None of the restrictions in the
                                            Standard Terms relating to the
                                            Employee Retirement Income Security
                                            Act of 1974, as amended, and related
                                            matters shall apply to the Class A
                                            Units. The restrictions shall apply
                                            to the Class B Units and no ERISA
                                            Benefit Plan may acquire an interest
                                            in the Class B Units.

Alternative ERISA Restrictions:             Not applicable

Deemed Representations:                     Not applicable

QIB Restriction:                            Applicable to the Class B Units. Not
                                            applicable to the Class A Units.

Trust Wind-Up Event:                        The Trust Wind-Up Events specified
                                            in Sections 9.01(a), 9.01(c),
                                            9.01(d), 9.01(f) and 9.01(h) shall
                                            not apply. The Trust Wind Events
                                            specified in Sections 9.01(b)
                                            (Security Default), 9.01(e) (Early
                                            Termination Date designated due to
                                            "illegality" or "tax event" under
                                            the Swap Agreement), 9.01(g)
                                            (Disqualified Securities), 9.01(i)
                                            (Excess Expense Event) shall apply.
                                            Pursuant to Section 9.01(j), the
                                            following events also shall
                                            constitute Trust Wind-Up Events: (i)
                                            redemption by the Security Issuer of
                                            all Securities held by the Trust and
                                            (ii) exercise of the call rights
                                            under the Swap Agreement as to all
                                            Securities held by the Trust.

                                            If a Trust Wind-Up Event has
                                            occurred in connection with the
                                            exercise of any Option under the
                                            Swap Agreement and if the Selling
                                            Agent cannot obtain a bid for the
                                            Securities in excess of 100% of the
                                            aggregate Unit Principal Balance of
                                            the Class A Units and accrued
                                            interest on the Securities, then the
                                            Securities will not be sold, the
                                            Swap Counterparty's exercise of the
                                            call option will be rescinded (and
                                            the Swap Counterparty shall be
                                            entitled to exercise such options in
                                            the future) and any related Trust
                                            Wind-Up Event will be deemed not to
                                            have occurred.

Termination:                                If a Trust Wind-Up Event occurs, any
                                            Securities held by the Trust will be
                                            liquidated (by delivery to the
                                            Security Issuer in the event of a
                                            redemption).

                                            If a Trust Wind-Up Event occurs due
                                            to a redemption of the Securities by
                                            the Security Issuer or exercise of
                                            the call rights under the Swap
                                            Agreement as to all Securities held
                                            by the Trust, (i) amounts received
                                            as accrued interest on the
                                            Securities will be applied to the
                                            Class A Units and the Class B Units
                                            pro rata in proportion to the amount
                                            of accrued interest outstanding on
                                            each such Class, (ii) amounts
                                            received as principal or par on the
                                            Securities will be applied to the
                                            Unit Principal Balance of the Class
                                            A Units up to 100% of the Unit
                                            Principal Balance of each Class A
                                            Unit, (iii) if prior to April 25,
                                            2007, any amount received as a
                                            make-whole premium or redemption
                                            premium on the Securities will be
                                            applied to the Class A Units up to
                                            $2.50 per Class A Unit. Remaining
                                            accrued interest will be applied to
                                            the Expense Administrator's fee. Any
                                            remaining amounts (other than the
                                            Class B Unit Payment Obligation of
                                            the Swap Counterparty) will be paid
                                            to the Swap Counterparty as a Swap
                                            Termination Payment under the Swap
                                            Agreement. Amounts in respect of the
                                            Class B Unit Payment Obligation of
                                            the Swap Counterparty (as described
                                            in Schedule III) shall be paid to
                                            the Class B Units.

                                            If the Trust is terminated for any
                                            other reason, the proceeds of
                                            liquidation will be applied to
                                            redeem the Class A Units and the
                                            Class B Units. The Class A Units
                                            will have a claim on the proceeds of
                                            the liquidation equal to their
                                            aggregate Unit Principal Balance
                                            plus accrued interest. The Class B
                                            Units will have a claim on the
                                            proceeds of liquidation equal to the
                                            value calculated (x) by discounting
                                            each remaining scheduled payment at
                                            a rate of 8.125% (on the basis of a
                                            360 day consisting of twelve 30 day
                                            months) and adding (y) accrued
                                            interest. If the proceeds of the
                                            liquidation is less than the
                                            combined claim amounts of the Class
                                            A Units and the Class B Units, the
                                            proceeds will be distributed in
                                            proportion to the claim amounts of
                                            the Class A Units and the Class B
                                            Units in full satisfaction of the
                                            claims of the Units. If the proceeds
                                            of liquidation exceed the claims of
                                            the Class A Units and the Class B
                                            Units, the excess will be paid to
                                            the Swap Counterparty as a Swap
                                            Termination Payment under the Swap
                                            Agreement.

Self-Tenders by Security Issuer:            The Trust will not participate in
                                            any self-tender by the Security
                                            Issuer for the Securities and the
                                            Trustee will not accept any
                                            instructions to the contrary from
                                            the Unitholders.

Terms of Retained Interest:                 The Depositor retains the right to
                                            receive any and all interest that
                                            accrues on the Securities prior to
                                            the Closing Date. The Depositor will
                                            receive such accrued interest on the
                                            first Distribution Date for the
                                            Units and such amount shall be paid
                                            from the interest payment made with
                                            respect to the Securities on the
                                            first Distribution Date.

                                            The amount of the Retained Interest
                                            is $515,801.

                                            If a Security Default occurs on or
                                            prior to the first Distribution Date
                                            and the Depositor does not receive
                                            such Retained Interest amount in
                                            connection with such Distribution
                                            Date, the Depositor will have a
                                            claim for such Retained Interest,
                                            and will share pro rata with holders
                                            of the Units to the extent of such
                                            claim in the proceeds from the
                                            recovery on the Securities.

Call Option Terms:                          Not applicable.

Security Default:                           The definition of Security Default
                                            in the Standard Terms shall not
                                            apply. A "Security Default" shall
                                            mean one of the following events:
                                            (i) the acceleration of the
                                            outstanding Securities under the
                                            terms of the Securities and/or the
                                            applicable Security Agreement and
                                            failure to pay the accelerated
                                            amount on the acceleration date;
                                            (ii) the failure of the Security
                                            Issuer (or the Security Guarantor on
                                            its behalf or under the Security
                                            Guaranty) to pay an installment of
                                            principal of, or any amount of
                                            interest due on, the Securities
                                            after the due date thereof and after
                                            the expiration of any applicable
                                            grace period; or (iii) the
                                            occurrence of any of the events of
                                            default under such Securities and/or
                                            Security Agreement relating to the
                                            insolvency or bankruptcy of the
                                            Security Issuer or the Security
                                            Guarantor.

Sale of Securities:                         If the Trust must sell the
                                            Securities it holds, the Trust will
                                            sell the Securities through the
                                            Selling Agent in accordance with
                                            Section 9.03(b) and the following
                                            terms. The Selling Agent must
                                            solicit at least three bids for all
                                            of the Securities held by the Trust.
                                            The Selling Agent must solicit at
                                            least three of such bids from
                                            registered broker-dealers of
                                            national reputation, but additional
                                            bids may be solicited from one or
                                            more financial institutions or other
                                            counterparties with credit
                                            worthiness acceptable to the Selling
                                            Agent in its discretion. The Selling
                                            Agent will, on behalf of the Trust,
                                            sell the Securities at the highest
                                            bid price received. The Selling
                                            Agent may not bid for the
                                            Securities.

                                            If the Swap Counterparty exercises
                                            any of its Options other than in
                                            connection with a redemption of the
                                            Securities by the Security Issuer, a
                                            number of Securities corresponding
                                            to the number of Options exercised
                                            by the Swap Counterparty will be
                                            sold by the Selling Agent on behalf
                                            of the Trust.

                                            If the Selling Agent cannot obtain a
                                            bid for the Securities in excess of
                                            100% of the aggregate Unit Principal
                                            Balance of the Class A Units to be
                                            redeemed and accrued interest on the
                                            Securities to be sold, then the
                                            Securities will not be sold, the
                                            Swap Counterparty's exercise will be
                                            rescinded (and the Swap Counterparty
                                            shall be entitled to exercise such
                                            Option(s) in the future) and any
                                            related Trust Wind-Up Event will be
                                            deemed not to have occurred.

Additional Issuance of Units:               Upon no less than 5 days' notice to
                                            the Trustee, the Depositor may
                                            deposit additional Securities at any
                                            time in exchange for additional
                                            Units in a minimum aggregate amount
                                            of $250,000 (with respect to the
                                            Class A Units issued ) and, if in
                                            excess of such amount, in a $25
                                            integral multiple in excess thereof
                                            (with respect to the Class A Units
                                            issued). The principal amount of
                                            Securities deposited must be in the
                                            same ratio to the Unit Principal
                                            Balance (and Notional Amount with
                                            respect to the Class B Units) of the
                                            Units received for such deposit as
                                            the ratio of the aggregate principal
                                            amount of the Securities deposited
                                            on the Closing Date to the aggregate
                                            Unit Principal Balance (and
                                            aggregate Notional Amount with
                                            respect to the Class B Units) on the
                                            Closing Date. The Depositor must
                                            either arrange for the Swap
                                            Counterparty and the Trust to
                                            increase proportionally the notional
                                            amount under the Swap Agreement or
                                            arrange for an additional Swap
                                            Agreement to be entered into between
                                            the Trust and an additional Swap
                                            Counterparty. The Depositor must
                                            also arrange the issuance of Class B
                                            Units with a Notional Amount equal
                                            to the Unit Principal Balance being
                                            issued in connection with an
                                            additional issuance. Any accrued
                                            interest will be reflected in the
                                            price of the Securities and Class A
                                            Units. The Rating Agency Condition
                                            must be satisfied in connection with
                                            any such additional issuance.

Selling Agent:                              Morgan Stanley & Co. Incorporated.
                                            Notwithstanding any provision of the
                                            Standard Terms to the contrary, any
                                            sale of the Securities shall be
                                            conducted by and through the Selling
                                            Agent and not the Trustee.

Rating Agency Condition:                    The definition of Rating Agencies
                                            Condition in the Standard Terms
                                            shall not apply.

                                            "Rating Agency Condition": With
                                            respect to any specified action or
                                            determination, means receipt of (i)
                                            oral or written confirmation by
                                            Moody's (for so long as the Units
                                            are outstanding and rated by
                                            Moody's) and (ii) written
                                            confirmation by S&P (for so long as
                                            the Units are outstanding and rated
                                            by S&P), that such specified action
                                            or determination will not result in
                                            the reduction or withdrawal of their
                                            then-current ratings on the Units;
                                            provided, however, that if the
                                            Rating Agency Condition specified
                                            herein is to be satisfied only with
                                            respect to Moody's or S&P, only
                                            clause (i) or clause (ii) shall be
                                            applicable. Such satisfaction may
                                            relate either to a specified
                                            transaction or may be a confirmation
                                            with respect to any future
                                            transactions which comply with
                                            generally applicable conditions
                                            published by the applicable rating
                                            agency.

Eligible Account:                           The definition of "Eligible Account"
                                            in the Standard Terms shall not
                                            apply.

                                            "Eligible Account": A non-interest
                                            bearing account, held in the United
                                            States, in the name of the Trustee
                                            for the benefit of the Trust that is
                                            either (i) a segregated account or
                                            segregated accounts maintained with
                                            a Federal or State chartered
                                            depository institution or trust
                                            company the short-term and long-term
                                            unsecured debt obligations of which
                                            (or, in the case of a depository
                                            institution or trust company that is
                                            the principal subsidiary of a
                                            holding company, the short-term and
                                            long-term unsecured debt obligations
                                            of such holding company) are rated
                                            P-1 and Aa2 by Moody's, A-1+ and AA
                                            by S&P, and, if rated by Fitch, F1
                                            and AA by Fitch at the time any
                                            amounts are held on deposit therein
                                            including when such amounts are
                                            initially deposited and all times
                                            subsequent or (ii) a segregated
                                            trust account or segregated accounts
                                            maintained as a segregated account
                                            or as segregated accounts and held
                                            by the Trustee in its Corporate
                                            Trust Office in trust for the
                                            benefit of the Unitholders.

Permitted Investments:                      The following shall be a Permitted
                                            Investment in addition to the
                                            investments specified in the
                                            Standard Terms:

                                            Units of the Dreyfus Cash Management
                                            Fund Investor Shares or any other
                                            money market funds which are rated
                                            in the highest applicable rating
                                            category by each Rating Agency (or
                                            such lower rating if the Rating
                                            Agency Condition is satisfied).

Amendment of Trust Agreement:               Section 12.01(a) of the Standard
                                            Terms shall be replaced with the
                                            following:

                                            (a) The Trust Agreement may be
                                            amended from time to time by the
                                            Depositor and the Trustee without
                                            the consent of any of the
                                            Unitholders, upon delivery by the
                                            Depositor of an Opinion of Counsel
                                            acceptable to the Trustee to the
                                            effect that such amendment will not
                                            materially and adversely affect the
                                            interests of any holder of a Class
                                            of Units that is not voting with
                                            respect to such amendment pursuant
                                            to Section 12.01(b), for any of the
                                            following purposes: (i) to cure any
                                            ambiguity or defect or to correct or
                                            supplement any provision in the
                                            Trust Agreement which may be
                                            defective or inconsistent with any
                                            other provision in the Trust
                                            Agreement; (ii) to provide for any
                                            other terms or modify any other
                                            terms with respect to matters or
                                            questions arising under the Trust
                                            Agreement; (iii) to amend the
                                            definitions of Trigger Amount and
                                            Maximum Reimbursable Amount so as to
                                            increase, but not decrease, the
                                            respective amounts contained in such
                                            definitions or to otherwise amend or
                                            waive the terms of Section 10.05(b)
                                            in any manner which shall not
                                            adversely affect the Unitholders in
                                            any material respect; (iv) to amend
                                            or correct or to cure any defect
                                            with respect to the Trustee Fee or
                                            Expense Administrator's fee; (v) to
                                            evidence and provide for the
                                            acceptance of appointment under the
                                            Trust Agreement by a successor
                                            Trustee; or (vi) to add or change
                                            any of the terms of the Trust
                                            Agreement as shall be necessary to
                                            provide for or facilitate the
                                            administration of the Trust,
                                            including any amendment necessary to
                                            ensure the classification of the
                                            Trust as a grantor trust for United
                                            Stated federal income tax purposes;
                                            provided, however, that in the case
                                            of any amendment pursuant to any of
                                            clauses (i) through (v) above, the
                                            Rating Agency Condition shall be
                                            satisfied with respect to such
                                            amendment. If more than one Class of
                                            Units has been issued under the
                                            Trust Agreement, the provisions of
                                            this Section 12.01(a) shall apply to
                                            each Class of Units that is not
                                            materially and adversely affected by
                                            such amendment.

                                            Section 12.01(c) shall be
                                            re-designated Section 12.01(d).

                                            Section 12.01(b) shall be
                                            re-designated Section 12.01(c).

                                            The following shall constitute
                                            Section 12.01(b):

                                            (b) The Trust Agreement may
                                            be amended from time to time by the
                                            Depositor and the Trustee with the
                                            consent of a 100% of the outstanding
                                            Unit Principal Balance of each Class
                                            of Units materially and adversely
                                            affected thereby. The Rating Agency
                                            Condition shall be satisfied with
                                            respect to such amendment unless
                                            Units representing 100% of the Unit
                                            Principal Balance of all affected
                                            Units vote in favor of such
                                            amendment with notice that the
                                            Rating Agency Condition will not be
                                            satisfied.

                                            The following shall constitute
                                            Section 12.01(e):

                                            (e) For purposes of this Section
                                            12.01, Schedule III to any Trust
                                            Agreement and any Swap Agreements
                                            entered into in connection with any
                                            related Trust shall not be
                                            considered part of the Trust
                                            Agreement. Section 7.02 shall govern
                                            action taken under the Trust
                                            Agreement with respect to any
                                            amendments to such Swap Agreements.

Other Terms:                                The Trust shall not merge or
                                            consolidate with any other trust,
                                            entity or person and the Trust shall
                                            not acquire the assets of, or an
                                            interest in, any other trust, entity
                                            or person except as specifically
                                            contemplated herein.

                                            The Trustee shall provide to the
                                            Unitholders copies of any notices it
                                            receives with respect to a
                                            redemption of the Securities or an
                                            exercise of the call rights under
                                            the Swap Agreement and any other
                                            notices with respect to the
                                            Securities. Any such notice with
                                            respect to an exercise of call
                                            rights or redemption by the Security
                                            Issuer shall be sent at least 20
                                            calendar days prior to the exercise
                                            date or redemption date, as
                                            applicable.

                                            The reference to "B2" in the
                                            definition of Certificate in the
                                            Standard Terms shall be replaced
                                            with "Exhibit B2".

                                            The reference to "Section 10.02(ix)"
                                            in the definition of Available Funds
                                            in the Standard Terms shall be
                                            replaced with "Section
                                            10.02(a)(ix)".

                                            The reference to "Section 3.04" in
                                            the definition of Unit Account in
                                            the Standard Terms shall be replaced
                                            with "Section 3.05".

                                            The transfer by the Depositor to the
                                            Trustee specified in Section 2.01(a)
                                            of the Standard Terms shall be in
                                            trust.

                                            Section 2.06 of the Standard Terms
                                            shall be incorporated herein by
                                            inserting "cash in an amount equal
                                            to the premium under the Swap
                                            Agreement and" after the phrase
                                            "constituting the Trust Property,"
                                            therein.

                                            The reference to "calendar day" in
                                            the last sentence of Section 3.06 of
                                            the Standard Terms shall be replaced
                                            with "Business Day".

                                            Section 4.02(d) of the Standard
                                            Terms shall be incorporated herein
                                            by striking "and the Trustee on
                                            behalf of the Unitholders" from the
                                            first sentence of the second
                                            paragraph thereof.

                                            Section 5.03(c) of the Standard
                                            Terms shall be incorporated herein
                                            by striking "(if so required by the
                                            Trustee or the Unit Registrar)" from
                                            the first sentence thereof.

                                            Section 7.01(c)(i) of the Standard
                                            Terms shall be incorporated herein
                                            by replacing the first word thereof
                                            ("after") with "alter".

                                            Section 7.02 of the Standard Terms
                                            shall be incorporated herein by
                                            striking "(i) the Trustee determines
                                            that such amendment will not
                                            adversely affect the interests of
                                            the Unitholders and (ii)" from the
                                            first sentence thereof, inserting
                                            "on which it may conclusively rely"
                                            after "Opinion of Counsel" in such
                                            sentence, and striking "clause (ii)"
                                            from the second sentence of such
                                            Section.

                                            Section 7.01(c) of the Standard
                                            Terms shall be incorporated herein
                                            by inserting "(i)" between
                                            "Securities" and "would" in the
                                            clause that begins "and provided,
                                            further," and adding at the end of
                                            the same sentence "and (ii) will not
                                            alter the classification of the
                                            Trust for Federal income tax
                                            purposes."

                                            Section 9.03(a) of the Standard
                                            Terms shall be incorporated herein
                                            by striking "or oral" after the "at
                                            any time by" in the third sentence
                                            thereof.

                                            Clause (ix) of Section 10.02(a)
                                            shall not apply.

                                            Section 10.02(a)(x) of the Standard
                                            Terms shall be replaced with the
                                            following:

                                            (x) the Trustee shall have the power
                                            to sell the Securities and other
                                            Trust Property, in accordance with
                                            Article IX and XI, through the
                                            Selling Agent or, if the Selling
                                            Agent shall have resigned or
                                            declined to sell some or all of the
                                            Securities, any broker selected by
                                            the Trustee (at the direction of the
                                            Depositor) with reasonable care, in
                                            an amount sufficient to pay any
                                            amount due to the Swap Counterparty
                                            under the Swap Agreement (including
                                            Termination Payments) or
                                            reimbursable to itself in respect of
                                            unpaid Extraordinary Trust Expenses
                                            and to use the proceeds thereof to
                                            make such payments after the
                                            distribution of funds or Trust
                                            Property to Unitholders. Any such
                                            broker shall be instructed by the
                                            Trustee to sell such Trust Property
                                            in a reasonable manner designed to
                                            maximize the sale proceeds.

                                            Section 10.05(b) of the Standard
                                            Terms shall be incorporated herein
                                            by replacing ", pursuant to the
                                            first sentence of this paragraph"
                                            with "the Trustee shall be
                                            indemnified by the Trust, however,"
                                            in the last sentence thereof.

                                            Section 10.06(a) of the Standard
                                            Terms shall be incorporated herein
                                            by inserting "or association" after
                                            the word "corporation" in the second
                                            sentence thereof.

                                            Section 10.07(a) of the Standard
                                            Terms shall be incorporated herein
                                            by replacing "notice or resignation"
                                            with "notice of resignation" in the
                                            second sentence thereof and striking
                                            the last two sentences thereof.

                                            Section 10.10(b) of the Standard
                                            Terms shall be incorporated herein
                                            by inserting "The Trustee shall not
                                            be liable for the acts or omissions
                                            of any co-trustee." after the last
                                            sentence thereof.

                                            Section 10.14 of the Standard Terms
                                            shall be replaced with the
                                            following:

                                            SECTION 10.14. Non-Petition. Prior
                                            to the date that is one year and one
                                            day after all distributions in
                                            respect of the Units have been made,
                                            none of the Trustee, the Trust or
                                            the Depositor shall take any action,
                                            institute any proceeding, join in
                                            any action or proceeding or
                                            otherwise cause any action or
                                            proceeding against any of the others
                                            under the United States Bankruptcy
                                            Code or any other liquidation,
                                            insolvency, bankruptcy, moratorium,
                                            reorganization or similar law
                                            ("Insolvency Law") applicable to any
                                            of them, now or hereafter in effect,
                                            or which would be reasonably likely
                                            to cause any of the others to be
                                            subject to, or seek the protection
                                            of, any such Insolvency Law.

                                            Section 12.01(a) of the Standard
                                            Terms shall be incorporated herein
                                            by replacing "(v)" with "(vi)" in
                                            the last proviso thereof.

                                            Section 12.01(c) of the Standard
                                            Terms shall be incorporated herein
                                            by inserting ", provided at the
                                            expense of the party requesting such
                                            amendment," after "Opinion of
                                            Counsel".

                                            Section 12.05 of the Standard Terms
                                            shall be incorporated herein by
                                            striking "the Trustee and" in the
                                            last sentence of the second
                                            paragraph thereof.

                                            The reference to "its President, its
                                            Treasurer, or one of its Vice
                                            Presidents, Assistant Vice
                                            Presidents or Trust Officers" in the
                                            first sentence of Section 5.02(a) of
                                            the Standard Terms shall be replaced
                                            with "a Responsible Officer".

                                            The reference to "the proper
                                            officers" in the second sentence of
                                            Section 5.02(a) of the Standard
                                            Terms shall be replaced with "a
                                            Responsible Officer".

                                            The reference to "one of its
                                            authorized signatories" in the first
                                            sentence of Section 5.02(d) of the
                                            Standard Terms shall be replaced
                                            with "a Responsible Officer".

                                            The reference to the "Trust" in the
                                            first sentence of Section 5.08(b) of
                                            the Standard Terms shall be replaced
                                            with the "Trustee".

                                            References to D&P in the Standard
                                            Terms shall be incorporated as
                                            references to Fitch Inc. ("Fitch").


<PAGE>


                                   Schedule II
                            (Terms of Trust Property)

Securities:                                 DPL Capital Trust II 8.125% trust
                                            preferred capital securities due
                                            September 1, 2031

Security Issuer:                            DPL Capital Trust II

Security Guarantor:                         DPL Inc.

                                            The Security Guarantor will be
                                            considered the "Security Issuer" for
                                            purposes of determining whether the
                                            Security Issuer is an Eligible
                                            Issuer and whether the Securities
                                            are Disqualified Securities.

Guarantor Debentures:                       The Security Guarantor's 8.125%
                                            junior subordinated debentures due
                                            2031. Such debentures are the only
                                            assets of the Security Issuer.

                                            In the event that the Guarantor
                                            Debentures are exchanged for the
                                            Securities or distributed in
                                            liquidation of the Security Issuer,
                                            the Guarantor Debentures shall be
                                            treated as the Securities for all
                                            purposes and the Security Guarantor
                                            shall be treated as the Security
                                            Issuer for all purposes. Such
                                            exchange or liquidation shall not be
                                            considered a redemption.

Principal Amount:                           $42,500,000

Security Rate:                              8.125%

Credit Ratings:                             Baa2 by Moody's

                                            BBB- by S&P

Listing:                                    Not applicable

Security Agreement:                         As to the Securities, the Amended
                                            and Restated Trust Agreement, dated
                                            as of August 31, 2001, among the
                                            Security Guarantor as depositor, The
                                            Bank of New York, as property
                                            trustee (referred to herein as the
                                            property trustee and also as the
                                            "Security Trustee"), The Bank of New
                                            York (Delaware) as Delaware trustee,
                                            and two individual administrative
                                            trustees who are employees or
                                            officers affiliated with the
                                            Security Guarantor, as amended and
                                            supplemented from time to time. As
                                            to the Guarantor Debentures, the
                                            indenture dated as of August 31,
                                            2001, between the Security Guarantor
                                            and The Bank of New York, as
                                            trustee, as supplemented by the
                                            First Supplemental Indenture dated
                                            August 31, 2001, and as may be
                                            further supplemented or amended from
                                            time to time.

Form:                                       Global

Currency of
Denomination:                               United States dollars

Acquisition Price by Trust:                 $41,631,500

Security Payment Date:                      Each March 1 and September 1

Original Issue Date:                        On or about August 31, 2001

                                            The Security Issuer offered to
                                            exchange the securities then issued
                                            for publicly registered securities
                                            and such offering closed on or about
                                            February 4, 2002.

Maturity Date:                              September 1, 2031

Sinking Fund Terms:                         Not Applicable

Redemption Terms:                           The Guarantor Debentures and the
                                            Securities may be redeemed upon a
                                            "tax event" or an "investment
                                            company event" (as defined in the
                                            underlying indenture and trust
                                            agreement). The Guarantor Debentures
                                            may also be distributed in exchange
                                            for the Securities or in liquidation
                                            of the Issuer. In such event the
                                            Guarantor Debentures would become
                                            the Securities under the Trust
                                            Agreement.

CUSIP No.:/ISIN No.                         23330AAA8

Security Trustee:                           The Bank of New York

Guarantor Debenture Trustee:                The Bank of New York

Available Information
Regarding the Security
Issuer (if other than U.S.
Treasury obligations):                      The Security Guarantor is subject to
                                            the informational requirements of
                                            the Securities Exchange Act of 1934,
                                            as amended, and in accordance
                                            therewith files reports and other
                                            information with the Securities and
                                            Exchange Commission (the
                                            "Commission"). Such reports and
                                            other information can be inspected
                                            and copied at the public reference
                                            facilities maintained by the
                                            Commission at 450 Fifth Street,
                                            N.W., Washington, D.C. 20549 and at
                                            the following Regional Offices of
                                            the Commission: Woolworth Building,
                                            233 Broadway, New York, New York
                                            10279, and Northwest Atrium Center,
                                            500 West Madison Street, Chicago,
                                            Illinois 60661. Copies of such
                                            materials can be obtained from the
                                            Public Reference Section of the
                                            Commission at 450 Fifth Street,
                                            N.W., Washington, D.C. 20549 at
                                            prescribed rates.


<PAGE>


                                                                  MORGAN STANLEY


Date: April 25, 2002

To:   SATURNS Trust No. 2002-4       From:    Morgan Stanley & Co. International
                                              Limited
Attn: Asset-Backed Securities Group  Contact: Chris Boas
      SATURNS Trust No. 2002-4

Fax:  312-904-2084                   Fax:     212-761-0406

Tel:  312-904-9387                   Tel:     212-761-1395
--------------------------------------------------------------------------------

Re: Bond Option Transaction. MS Reference Number SQ1BV

         The purpose of this letter agreement is to confirm the terms and
conditions of the Transaction entered into between you and Morgan Stanley & Co.
International Limited ("MSIL"), with Morgan Stanley & Co. Incorporated
("MS&Co."), as agent, on the Trade Date specified below (the "Transaction").
This letter agreement constitutes a "Confirmation" as referred to in the
Agreement below.

         The definitions and provisions contained in the 1997 ISDA Government
Bond Option Definitions as published by the International Swaps and Derivatives
Association, Inc. ("ISDA") are incorporated into this Confirmation and this
transaction shall be deemed a "Government Bond Option Transaction" for purposes
of such definitions. In the event of any inconsistency between those definitions
and this Confirmation, this Confirmation will govern.

         1. This Confirmation supplements, forms a part of, and is subject to,
the ISDA Master Agreement dated as of the date hereof, as amended and
supplemented from time to time (the "Agreement"), between you and us. All
provisions contained in the Agreement govern this Confirmation except as
expressly modified below.

         2. The terms of the particular Transaction to which this Confirmation
relates are as follows:

I. General Terms

Trade Date:                         April 17, 2002

Option Style:                       American

Option Type:                        Call

Buyer:                              MSIL ("Party A")

Seller:                             SATURNS Trust No. 2002-4 ("Party B")

<TABLE>
<S>                                 <C>                    <C>
Bonds:                              The obligation identified as follows:
                                    Bond Issuer:           DPL Capital Trust II
                                    Issue:                 8.125% Debentures due 2031
                                    CUSIP:                 23330AAA8
                                    Coupon:                8.125%
                                    Maturity Date:         September 1, 2031
                                    Face Amount Purchased: USD 42,500,000
</TABLE>

Premium:                            USD $106,625

Premium Payment Date:               April 25, 2002

Number of Options:                  42,500

Option Entitlement:                 USD 1,000 of face amount of the Bonds per
                                    Option.

Strike Price:                       (i) For any Exercise Date prior to April 25,
                                    2007, the redemption price of the Bonds
                                    including any make-whole amount (expressed
                                    as a percentage) subject to a maximum of
                                    110% of the face amount of the Bonds but
                                    exclusive of accrued interest or (ii) for
                                    any Exercise Date on or after April 25,
                                    2007, 100% of the face amount of the Bonds
                                    exclusive of accrued interest.

Calculation Agent:                  Party A

II. Exercise Terms

Automatic Exercise:                 Inapplicable

Exercise Period:                    Any Business Day from, and including, 9:00
                                    a.m. (New York time) on April 25, 2007, to,
                                    and including, the Expiration Time on the
                                    Expiration Date; provided, however, the
                                    Exercise Period shall also include any
                                    Business Day prior to April 25, 2007, if
                                    notice of redemption has been delivered by
                                    the Bond Issuer.

Exercise Date:                      For each Option exercised, the day during
                                    the Exercise Period on which that Option is
                                    exercised.

Rescission of Exercise:             If Party B cannot obtain a bid for the Bonds
                                    held by it in excess of the Strike Price
                                    together with accrued interest on the Bonds,
                                    then Party A's notice of exercise shall be
                                    rescinded and the Options for which notice
                                    of exercise was given shall continue in full
                                    force and effect without regard to such
                                    provision of notice.

Multiple Exercise:                  Inapplicable

Partial Exercise:                   Inapplicable

Minimum Number of Options:          1

Written Confirmation of Exercise:   Applicable. Buyer shall give irrevocable
                                    exercise notice which may be given orally
                                    (including by telephone) during the Exercise
                                    Period but no later than the Notification
                                    Date. Buyer will execute and deliver a
                                    written exercise notice confirming the
                                    substance of such oral notice, however,
                                    failure to provide such written notice will
                                    not affect the validity of the oral notice.

Limitation on Rights of MSIL:       Buyer may, by written notice thereof to
                                    Seller, delegate its rights to provide a
                                    notice of exercise hereunder to a third
                                    party (the "Third Party"). Any such
                                    delegation will be irrevocable by Buyer
                                    without the written consent of the Third
                                    Party. Any such Third Party will have the
                                    same rights and obligations regarding
                                    providing notice of exercise hereunder as
                                    the Buyer had prior to such delegation.
                                    While any such delegation is effective,
                                    Seller will only recognize a notice of
                                    exercise that is provided by the Third
                                    Party.

Notification Date:                  Any date at least 25 calendar days prior to
                                    the Exercise Date.

Limited Right to Confirm Exercise:  Inapplicable

Expiration Date:                    September 1, 2028

Expiration Time:                    4:00 p.m. New York time

Business Days:                      New York and Chicago

III. Settlements:

Settlement:                         Cash Settlement

Spot Price:                         The cash proceeds received by Party B in
                                    connection with sale of the Bonds by Party
                                    B, excluding any amounts in respect of
                                    accrued interest. In the event of a
                                    redemption by the Bond Issuer, the
                                    redemption price paid by the Bond Issuer,
                                    excluding accrued interest.

Payment Obligation of Party A:      To the Expense Administrator (the "Expense
                                    Administrator Payment Obligation"):

                                    If the Bond Issuer has not given notice of
                                    redemption in connection with the exercise
                                    of Options hereunder and if any such
                                    exercise is an exercise of less than all
                                    Options remaining unexercised hereunder,
                                    Party A shall pay to the Expense
                                    Administrator an amount equal to the present
                                    value of a stream of payments equal to
                                    $7,153 payable on each payment date for the
                                    Bonds until the maturity of the Bonds
                                    discounted at a rate of 6.0% per annum on
                                    the basis of a 360 day year consisting of
                                    twelve 30 day months from the date of such
                                    exercise until the Scheduled Final
                                    Distribution Date (as defined in the Trust
                                    Agreement), assuming for this purpose that
                                    the Trust (as defined in the Trust
                                    Agreement) is not terminated prior to the
                                    Scheduled Final Distribution Date,
                                    multiplied by the Option Entitlement
                                    multiplied by the number of Options
                                    exercised and divided by $42,500,000

                                    To Party B for Payment on the Class B Units
                                    (the "Class B Unit Payment Obligation")

                                    Upon any exercise hereunder or upon any
                                    redemption of Bonds held by Party B by the
                                    Bond Issuer, Party A shall pay to Party B,
                                    for payment to the registered holder of the
                                    Class B Units, the present value of the
                                    Class B Unit Interest, calculated as the sum
                                    of (i) the amount of outstanding accrued
                                    interest in respect of the Class B Unit
                                    Corresponding Portion and (ii) the present
                                    value of the remaining scheduled payments
                                    (other than any accrued interest) in respect
                                    of the Class B Unit Corresponding Portion
                                    discounted at a rate of 8.125% per annum on
                                    the basis of a 360 day year consisting of
                                    twelve 30 day months.

Settlement Date:                    As applicable, the Business Day of
                                    settlement of the sale of the Bonds by Party
                                    B or the Business Day of settlement of a
                                    redemption of Bonds by the Bond Issuer.


         3. Additional Definitions.

         "Class B Unit" means the Class B Unit issued under the Trust Agreement.

         "Class B Unit Corresponding Portion" means the portion of the Class B
Unit to be redeemed or corresponding notional amount reduction under the Trust
Agreement in connection with an exercise hereunder or a redemption by the Bond
Issuer.

          "Class B Unit Interest" means at any time and from time to time, the
interest on the Class B Unit Corresponding Portion that would have accrued at
the rate and in the manner specified in the Trust Agreement and would have been
payable at the times specified in the Trust Agreement had (i) the rights to
purchase the Bonds hereunder not been exercised and (ii) had no redemption by
the Bond Issuer occurred. For the avoidance of doubt, Class B Unit Interest
shall not include amounts actually paid on the Class B Units in connection with
the exercise of the right to purchase the Bonds hereunder or a redemption by the
Bond Issuer and the Class B Unit Interest shall not be construed to entitle the
Class B Unit to any "double" payment of interest.

         "Trust Agreement" means the trust agreement dated as of April 25, 2002,
between the MSDW Structured Asset Corp. and LaSalle Bank National Association.

         4. Representations. Morgan Stanley & Co. Incorporated is acting as
agent for both parties but does not guarantee the performance of Party A.

         5. Additional Termination Event. As set forth in the Agreement, a Trust
Wind-Up Event will result in an Additional Termination Event under the Agreement
with respect to which Party B shall be the Affected Party and this Transaction
shall be an Affected Transaction.

         6. Swap Termination Payments. In the event an Early Termination Date is
designated with respect to which this Transaction is an Affected Transaction,
there shall be payable to Party A as a termination payment in lieu of the
termination payment determined in accordance with Section 6(e) of the Agreement
an amount equal to the excess (if any) of the sale proceeds (or redemption
amount), excluding accrued interest, in excess of the Strike Price (expressed as
a dollar amount).

         7. Assignment. The rights under this Confirmation and the Agreement may
be assigned at any time and from time to time in whole or in part; provided that
the Rating Agency Condition (as defined in the Trust Agreement) is satisfied
with respect to such assignment and any transfer. The transferee in any such
assignment or transfer must be a qualified institutional buyer as defined in
Rule 144A under the Securities Act of 1933.

         8. Account Details.

Payments to Party A:            Citibank, N.A., New York
                                SWIFT BIC Code: CITIUS33
                                ABA No.  021 000 089
                                FAO: Morgan Stanley & Co. International Limited
                                Account No. 3042-1519

Operations Contact:             Barbara Kent
                                Tel  212-537-1449
                                Fax  212-537-1868

Payments to Party B:            LaSalle Bank, Chicago, Illinois
                                ABA No. 071 000 505
                                Reference:  SATURNS 2002-4
                                Unit Account / AC-2090067/
                                Account No.: 67-8990-607

Operations Contact:             Andy Streepey
                                Tel:  312-904-9387
                                Fax: 312-904-2084

<PAGE>

         Please confirm that the foregoing correctly sets forth the terms of our
agreement MS Reference Number SQ1BV by executing this Confirmation and returning
it to us.

Best Regards,

MORGAN STANLEY & CO. INTERNATIONAL LIMITED


BY: /s/ Chris Boas
    -----------------------------------
    Name:   Chris Boas
    Title:  Attorney in fact

Acknowledged and agreed as of the date first written above:

SATURNS TRUST NO. 2002-4
BY:  LaSalle Bank National Association,
      solely as Trustee and not in its individual capacity.


BY: /s/ Brian D. Ames
    -----------------------------------
    Name:   Brian D. Ames
    Title:  Vice President


MORGAN STANLEY & CO. INCORPORATED hereby agrees to and
acknowledges its role as agent for both parties in accordance with
the Schedule to the Agreement.


BY: /s/ John Kehoe
    -----------------------------------
    Name:   John Kehoe
    Title:  Attorney in fact