Exhibit 4.1
                                                                     -----------

                                 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/ Ann M. Kelly
                                         ----------------------------
                                           Name:   Ann M. Kelly
                                           Title:  Assistant 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. 2002-11

Date of Trust Agreement:                    October 28, 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:                       $39,332,000

Initial Notional Amount
of the Class B Units:                       $39,332,000

Issue Price of Units:                       Class A Units:  100%

                                            Class B Units: $7,670,000

Number of Units:                            Class A Units:

                                            1,573,280 (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 to
                                            the Class A Units. Each $25 of Unit
                                            Principal Balance is a Unit.

                                            Class B Units:

                                            $100,000 and $1,000 increments in
                                            excess thereof.

Cut-off Date:                               October 28, 2002

Closing Date:                               October 28, 2002

Specified Currency:                         United States dollars

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

Interest Rate:                              Class A Units:

                                            6.000% 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 6.000% per
                                            annum and interest will accrue on
                                            any deferred interest at 6.000% per
                                            annum.

                                            Class B Units:

                                            1.539% 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 1.539% per annum and
                                            interest will accrue on any deferred
                                            interest at a rate equal to 7.570%
                                            per annum.

                                            The right of the Class A Units to
                                            accrued interest is pari passu with
                                            the right of the Class B Units to
                                            accrued interest from accrued
                                            interest on the securities.

                                            The Class B Units are also entitled
                                            to the Class B Unit Payment
                                            Obligation of the Swap Counterparty
                                            specified in Schedule III.
                                            Distribution of the Class B Unit
                                            Payment Obligation with respect to
                                            the Class B Units shall result in a
                                            reduction of the Notional Amount of
                                            the Class B Units equal to the Class
                                            B Unit Corresponding Portion.
                                            Amounts received by the Trust in
                                            respect of the Class B Unit Payment
                                            Obligation may only be distributed
                                            with respect to the Class B Units.

Interest Reset Period:                      Not Applicable

Rating:                                     Class A Units and Class B Units:

                                            Aa1 by Moody's

                                            AA by S&P

Rating Agencies:                            Moody's and S&P

Scheduled Final Distribution Date:          December 1, 2045. 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 result in the
                                            redemption of a proportional amount
                                            of the Class A Units and a
                                            proportional reduction in the
                                            Notional Amount of the Class B
                                            Units.

                                            If the call rights under the Swap
                                            Agreement are partially exercised or
                                            if there is a partial redemption of
                                            the Securities, (i) the Trustee will
                                            randomly select Class A Units to be
                                            redeemed in full from the proceeds
                                            of such partial exercise of the Swap
                                            Agreement or partial redemption of
                                            the Securities and (ii) the Trustee
                                            will allocate distributions with
                                            respect to the Class B Units and the
                                            corresponding reduction in the
                                            Notional Amount of the Class B Units
                                            (A) (1) if one Swap Counterparty
                                            exercises call rights in connection
                                            therewith, first to such Swap
                                            Counterparty unless such Swap
                                            Counterparty waives this right in
                                            whole or in part, (2) if more than
                                            one Swap Counterparty exercises call
                                            rights in connection therewith,
                                            first to each such Swap Counterparty
                                            pro rata up to an amount equal to
                                            the Class B Unit Corresponding
                                            Portion (based upon the Class B Unit
                                            Corresponding Portion allocable to
                                            each such Swap Counterparty) then to
                                            each such Swap Counterparty pro rata
                                            up to an amount equal to the
                                            remaining amount exercised
                                            (expressed by principal amount of
                                            Securities) by such Swap
                                            Counterparties (based upon the
                                            proportional amount of such
                                            remaining amount allocable to each
                                            such Swap Counterparty) and any such
                                            Swap Counterparty may waive this
                                            right in whole or in part (and its
                                            related exercise shall be excluded
                                            for all purposes of this Clause (A)
                                            to the extent of such waiver) and
                                            then (B) the Trustee shall randomly
                                            select Class B Units or portions
                                            thereof (including Class B Units for
                                            which a Swap Counterparty waived its
                                            rights under clause (A)) for any
                                            remaining amount to be distributed
                                            and the corresponding reduction in
                                            Notional Amount of such Class B
                                            Units.

Additional Distribution:                    If the Security Issuer gives notice
                                            of a self-tender as to Securities
                                            held by the Trust and the Swap
                                            Counterparty exercises its call
                                            rights under the Swap Agreement
                                            prior to October 28, 2007, each
                                            redeemed Unitholder will receive an
                                            additional distribution of $1.50 per
                                            Class A Unit.

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 Master Agreement referred
                                            to in Schedule III and any
                                            assignment thereof. 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). If a Swap Counterparty
                                            exercises call rights in connection
                                            with such partial redemption, the
                                            Trustee shall select such Swap
                                            Counterparty for exercise or
                                            termination up to the amount
                                            exercised by such Swap Counterparty
                                            and randomly thereafter. If more
                                            than one Swap Counterparty exercises
                                            call rights in connection with such
                                            partial redemption, the Trustee
                                            shall select among such Swap
                                            Counterparties pro rata (based upon
                                            relative amount exercised) for
                                            exercise or termination up to the
                                            amount exercised by each such Swap
                                            Counterparty and randomly
                                            thereafter.

Guaranty:                                   Morgan Stanley (formerly known as
                                            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, 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 prior to
                                            the effectiveness of such additional
                                            Swap Agreement. Each Swap
                                            Counterparty must consent to any
                                            additional issuance.

Distribution Date:                          Each June 1 and December 1, or the
                                            next succeeding Business Day if such
                                            day is not a Business Day,
                                            commencing December 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 November 15 and May 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 $6,048
                                            payable on each Distribution Date
                                            (together with any interest as
                                            described in the next sentence, the
                                            "Expense Administrator's Fee"). 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
                                            7.570% 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.

                                            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 (i) cash settlement applies under
                                            the Swap Agreement, (ii) a Trust
                                            Wind-Up Event has occurred in
                                            connection with the exercise of any
                                            Option under the Swap Agreement and
                                            (iii) the Selling Agent cannot
                                            obtain a bid for the Securities in
                                            excess of the amount specified in
                                            the Swap Agreement, 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, pursuant to the terms of
                                            the Swap Agreement in the event of
                                            an exercise of the Swap Agreement or
                                            otherwise by sale thereof).

                                            If the related 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 October 28,
                                            2007 in connection with a
                                            self-tender, an additional amount of
                                            $1.50 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.

                                            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 7.570% (on the basis of a
                                            360 day consisting of twelve 30 day
                                            months) and adding (y) accrued
                                            interest. If the proceeds of the
                                            liquidation are 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. However, the Swap
                                            Counterparty may exercise its call
                                            rights in connection with any
                                            self-tender in accordance with the
                                            Swap Agreement.

Exchangeable Series Terms:                  The Exchangeable Series provisions
                                            only apply to the Depositor as a
                                            Unitholder (or beneficial owner of
                                            Units). No Unitholder (or beneficial
                                            owner of a Unit) other than the
                                            Depositor may exchange Units for
                                            Securities.

                                            The Depositor may exchange Units for
                                            a pro rata portion of the Trust
                                            Property (less any amount sold to
                                            pay any swap termination payment or
                                            other fee or payment required by the
                                            Swap Counterparty); provided that:
                                            (i) the exchange is made with
                                            respect to a minimum Unit Principal
                                            Balance of $250,000 and in $25
                                            integral multiples in excess
                                            thereof; (ii) such exchange is to be
                                            effected on any January 1, April 1,
                                            July 1 or October 1 (or the
                                            succeeding Business Day if such date
                                            is not a Business Day) with 45 days
                                            notice; (iii) the Swap Counterparty
                                            consents to the exchange and (iv)
                                            the Expense Administrator consents
                                            to the exchange.

Terms of Retained Interest:                 Notwithstanding any other provision
                                            herein or in the Standard Terms, 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 (or
                                            redemption date if earlier) 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 $1,210,806.

                                            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 AGC Guarantor or the
                                            AIG Guarantor on its behalf or under
                                            the guaranties) 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; (iii)
                                            the initiation by the Security
                                            Issuer or the AGC Guarantor or the
                                            AIG Guarantor, so long as the AGC
                                            Guarantor is a subsidiary of the AIG
                                            Guarantor, of any proceedings
                                            seeking a judgment of insolvency or
                                            bankruptcy or seeking relief under
                                            bankruptcy or insolvency laws or
                                            similar laws affecting creditor's
                                            rights; or (iv) if not otherwise
                                            addressed in (iii), the passage of
                                            thirty (30) calendar days since the
                                            day upon which any person or entity
                                            initiates any proceedings against
                                            the Security Issuer or the AGC
                                            Guarantor or the AIG Guarantor, so
                                            long as the AGC Guarantor is a
                                            subsidiary of the AIG Guarantor,
                                            seeking a judgment of insolvency or
                                            bankruptcy or seeking relief under
                                            bankruptcy or insolvency laws or
                                            similar laws affecting creditor's
                                            rights and such proceeding has not
                                            been dismissed prior to such
                                            thirtieth day.

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. None of the
                                            Selling Agent, its affiliates or its
                                            agents, may bid for the Securities.
                                            If the Swap Counterparty is not an
                                            affiliate of the Selling Agent, the
                                            Selling Agent will agree at any time
                                            to permit the Swap Counterparty to
                                            purchase the Securities at the
                                            highest bid received by the Selling
                                            Agent.

                                            If cash settlement applies and if
                                            the Swap Counterparty exercises any
                                            of its call rights other than in
                                            connection with a redemption of or a
                                            self-tender for the Securities by
                                            the Security Issuer (or extent
                                            thereof in the event of an exercise
                                            of call rights in excess of the
                                            amount to be redeemed), a number of
                                            Securities corresponding to the
                                            number of call rights 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 the amount
                                            specified in the Swap Agreement,
                                            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 call rights 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, with a notional amount
                                            equal to the principal amount of the
                                            additional Securities deposited, to
                                            be entered into between the Trust
                                            and an additional Swap Counterparty
                                            (or a combination of an additional
                                            Swap Agreement and a notional
                                            balance increase of the existing
                                            Swap Agreement(s), with the combined
                                            effect of such proportional increase
                                            in the notional amount of the Swap
                                            Agreements). The Depositor must also
                                            arrange the issuance of Class B
                                            Units with a Notional Amount equal
                                            to the Unit Principal Balance of the
                                            Class A Units being issued in
                                            connection with an additional
                                            issuance. Any accrued interest will
                                            be reflected in the price of
                                            additional Units and the Securities.
                                            The Rating Agency Condition must be
                                            satisfied in connection with any
                                            such additional issuance. Each Swap
                                            Counterparty must consent to any
                                            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
                                            States federal income tax purposes;
                                            provided, however, that in the case
                                            of any amendment pursuant to any of
                                            clauses (i) through (vi) 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.

Securities Intermediary:                    LaSalle Bank National Association
                                            acting in the capacity of securities
                                            intermediary.

Additional Representations
Of Trustee and Securities
Intermediary:                               The Unit Account is a "securities
                                            account" within the meaning of
                                            Section 8-501 of the UCC and is held
                                            only in the name of the Trust. The
                                            Securities Intermediary is acting
                                            with respect to the Unit Account in
                                            the capacity of a "securities
                                            intermediary" within the meaning of
                                            Section 8-102(a)(l4) of the UCC.

                                            All Securities have been (i)
                                            delivered to the Securities
                                            Intermediary pursuant to the Trust
                                            Agreements; (ii) credited to the
                                            Unit Account; and (iii) registered
                                            in the name of the Securities
                                            Intermediary or its nominee,
                                            indorsed to the Securities
                                            Intermediary or in blank or credited
                                            to another securities account
                                            maintained in the name of the
                                            Securities Intermediary. In no case
                                            will any Securities or other
                                            financial asset credited to a Unit
                                            Account be registered in the name of
                                            the Depositor, payable to the order
                                            of the Depositor or specially
                                            indorsed to the Depositor except to
                                            the extent the foregoing have been
                                            specially indorsed to the Securities
                                            Intermediary or in blank.

                                            The Unit Account is an account to
                                            which financial assets are or may be
                                            credited, and the Securities
                                            Intermediary shall treat the Trustee
                                            as entitled to exercise the rights
                                            that comprise any financial asset
                                            credited to the account.

                                            The Securities Intermediary hereby
                                            agrees that the Securities credited
                                            to the Unit Account shall be treated
                                            as a "financial asset" within the
                                            meaning of Section 8-102(a)(9) of
                                            the UCC.

                                            If at any time the Securities
                                            Intermediary shall receive any order
                                            from the Trustee directing the
                                            transfer or redemption of any
                                            Securities on deposit in any Unit
                                            Account, the Securities Intermediary
                                            shall comply with such entitlement
                                            order without further consent by the
                                            Depositor or any other Person. The
                                            Securities Intermediary shall take
                                            all instructions (including without
                                            limitation all notifications and
                                            entitlement orders) with respect to
                                            each Unit Account solely from the
                                            Trustee.

                                            The Securities Intermediary hereby
                                            confirms and agrees that:

                                            (a) There are no other agreements
                                            entered into between the Securities
                                            Intermediary and the Depositor with
                                            respect to any Unit Account;

                                            (b) It has not entered into, and
                                            until the termination of this
                                            Agreement will not enter into, any
                                            agreement with any other Person
                                            relating to any Unit Account and/or
                                            any financial assets credited
                                            thereto pursuant to which it has
                                            agreed to comply with entitlement
                                            orders (as defined in Section
                                            8-102(a)(8) of the UCC) of such
                                            other Person; and

                                            (c) It has not entered into, and
                                            until the termination of the Trust
                                            Agreements will not enter into, any
                                            agreement with the Depositor or the
                                            Trustee purporting to limit or
                                            condition the obligation of the
                                            Securities Intermediary to comply
                                            with entitlement orders as set forth
                                            above

                                            The Trustee hereby represents and
                                            warrants as follows:

                                            (a) The Trustee maintains its books
                                            and records with respect to its
                                            securities accounts in the State of
                                            Illinois; and

                                            (b) The Trustee has not granted any
                                            lien on the Securities nor are the
                                            Securities subject to any lien on
                                            properties of the Trustee in its
                                            individual capacity; the Trustee has
                                            no actual knowledge and has not
                                            received actual notice of any lien
                                            on the Securities (other than any
                                            liens of the Trustee in favor of the
                                            beneficiaries of the Trust
                                            Agreements); other than the
                                            interests of the Unitholders and the
                                            potential interests of the Call
                                            Option holders, the books and
                                            records of the Trustee do not
                                            identify any Person as having an
                                            interest in the Securities.

                                            The Trustee makes no representation
                                            as to (i) the validity, legality,
                                            sufficiency or enforceability of any
                                            of the Securities or (ii) the
                                            collectability, insurability,
                                            effectiveness or suitability of any
                                            of the Securities.

Additional Depositor
Representations:                            The Depositor hereby represents and
                                            warrants to the Trustee as follows
                                            (with respect to the Closing Date
                                            and any additional issuance):

                                            (a) Immediately prior to the
                                            transfer of the Securities to the
                                            applicable Trust, the Depositor
                                            owned and had good and marketable
                                            title to the Securities free and
                                            clear of any lien, claim or
                                            encumbrance of any Person.

                                            (b) The Depositor has received all
                                            consents and approvals required by
                                            the terms of the Securities to the
                                            transfer to the Trustee of its
                                            interest and rights in the
                                            Securities as contemplated by the
                                            Trust Agreements.

                                            (c) The Depositor has not assigned,
                                            pledged, sold, granted a security
                                            interest in or otherwise conveyed
                                            any interest in the Securities (or,
                                            if any such interest has been
                                            assigned, pledged or otherwise
                                            encumbered, it has been released),
                                            except such interests granted
                                            pursuant to the Trust Agreements.
                                            The Depositor has not authorized the
                                            filing of and is not aware of any
                                            financing statements against the
                                            Depositor that includes a
                                            description of the Securities, other
                                            than any such filings pursuant to
                                            the Trust Agreements. The Depositor
                                            is not aware of any judgment or tax
                                            lien filings against Depositor.

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 and the Swap
                                            Counterparties copies of any notices
                                            it receives with respect to a
                                            redemption of or self-tender offer
                                            for the Securities or an exercise of
                                            the call rights under the Swap
                                            Agreement and any other notices with
                                            respect to the Securities. The
                                            Trustee shall provide to the Swap
                                            Counterparty any notice from the
                                            Securities Issuer regarding an early
                                            redemption of or self-tender offer
                                            for the Securities within two (2)
                                            Business Days of receipt of such
                                            notice.

                                            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 7.01(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 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.

                                            For the avoidance of doubt, Section
                                            9.03(c) of the Standard Terms shall
                                            not be incorporated herein. For the
                                            avoidance of doubt, the Securities
                                            may not be distributed to
                                            Unitholders under any circumstances,
                                            other than to the Depositor
                                            exercising exchangeable series
                                            rights.

                                            Section 9.03(i) of the Standard
                                            Terms shall be incorporated herein
                                            by striking "or oral" after the
                                            phrase "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:                                 American General Institutional
                                            Capital A 7.570% trust preferred
                                            capital securities due December 1,
                                            2045

                                            The Guarantor Debentures may 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

Security Issuer:                            American General Institutional
                                            Capital A

Security Guarantors:                        American General Corporation (the
                                            "AGC Guarantor") and American
                                            International Group, Inc. (the "AIG
                                            Guarantor").

                                            At the time of issuance, the
                                            Securities constituted trust
                                            preferred capital securities of the
                                            AGC Guarantor and the Guarantor
                                            Debentures were solely obligations
                                            of the AGC Guarantor. The AGC
                                            Guarantor is now a wholly owned
                                            subsidiary of the AIG Guarantor
                                            which as of November 2001 has
                                            guaranteed the AGC Guarantor's
                                            obligations with respect to the
                                            Securities. The Security Issuer will
                                            be considered an Eligible Issuer and
                                            the Securities shall not be
                                            considered Disqualified Securities
                                            so long as the AGC Guarantor is a
                                            wholly owned subsidiary (direct or
                                            indirect) of an Eligible Issuer. So
                                            long as the AIG Guarantor is the
                                            parent company of the AGC Guarantor,
                                            the AIG 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 AGC Guarantor's 7.570% junior
                                            subordinated debentures due December
                                            1, 2045. 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 and the
                                            Security Guarantor shall be treated
                                            as the Security Issuer. Such
                                            exchange or liquidation shall not be
                                            considered a redemption.

Principal Amount:                           $39,332,000

Security Rate:                              7.570%

Credit Ratings:                             Aa1 by Moody's

                                            AA by S&P

Listing:                                    Not applicable

Security Agreement:                         As to the Securities, the Amended
                                            and Restated Trust Agreement, dated
                                            as of December 4, 1996, among the
                                            AGC Guarantor as depositor, Bankers
                                            Trust Company, as property trustee
                                            (referred to herein as the property
                                            trustee and also as the "Security
                                            Trustee"), Bankers Trust (Delaware)
                                            as Delaware trustee, Bankers Trust,
                                            as amended and supplemented from
                                            time to time. As to the Guarantor
                                            Debentures, the indenture dated as
                                            of December 1, 1996, between the AGC
                                            Guarantor and Bankers Trust Company,
                                            as trustee, as supplemented by the
                                            First Supplemental Indenture dated
                                            November 1, 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:                 $45,861,372

Security Payment Date:                      Each June 1 and December 1

Original Issue Date:                        On or about December 4, 1996

Maturity Date:                              December 1, 2045

Redemption Terms:                           The Guarantor Debentures and the
                                            Securities may be redeemed in
                                            accordance with the terms of the
                                            indenture and the Security
                                            Agreement.

CUSIP No.:/ISIN No.                         02637VAA6

Security Trustee:                           Bankers Trust Company

Guarantor Debenture Trustee:                Bankers Trust Company

Available Information
Regarding the Security Issuer
(if other than U.S.
Treasury obligations):                      The AIG 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, District of
                                            Columbia 20549 at prescribed rates.




<PAGE>




                                  Schedule III
                              (Call Option Confirm)





<PAGE>
--------------------------------------------------------------------------------
Date:      October 28, 2002

To:        SATURNS Trust No. 2002-11          From:      Morgan Stanley & Co.
                                                         International Limited
Attn:      Asset-Backed Securities Group      Contact:   Chris Boas
           SATURNS Trust No. 2002-11

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

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

Re: Bond Option Transaction. MS Reference Number SQ1TN

         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:                               October 9, 2002

Option Style:                             American

Option Type:                              Call

Buyer:                                    MSIL ("Party A")

Seller:                                   SATURNS Trust No. 2002-11 ("Party B")

Bonds:                                    The obligation identified as follows:
                                          Bond Issuer:     American General
                                                           Institutional
                                                           Capital A
                                          Issue:           7.570% trust
                                                           preferred capital
                                                           securities due 2045
                                          CUSIP:           02637VAA6
                                          Coupon:          7.570%
                                          Maturity Date:   December 1, 2045
                                          Face Amount
                                          Purchased:      USD $39,332,000

                                          If the junior subordinated
                                          debentures underlying the Bonds
                                          are distributed to Party B as
                                          described in the trust agreement
                                          for the Bonds, such underlying
                                          junior subordinated debentures
                                          shall be deemed to be the Bonds.

Premium:                                  USD $98,330

Premium Payment Date:                     October 28, 2002

Number of Options:                        39,332

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

Strike Price:                             (i) For any Exercise Date prior to
                                          October 28, 2007, in connection with a
                                          self-tender offer by the Bond Issuer
                                          for the Bonds held by the Trust, 106%
                                          of the corresponding portion of the
                                          aggregate Unit Principal Balance (as
                                          defined in the Trust Agreement) but
                                          exclusive of accrued interest on the
                                          Bonds or (ii) for any other Exercise
                                          Date, 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 October
                                          28, 2007, to, and including, the
                                          Expiration Time on the Expiration
                                          Date; provided, however, the Exercise
                                          Period shall also include any Business
                                          Day prior to October 28, 2007, if
                                          notice of redemption or self-tender
                                          has been delivered by the Bond Issuer
                                          as to Bonds held by the Trust.

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

Rescission of Exercise:                   Party A may rescind its notice of
                                          exercise at any time prior to the
                                          Settlement Date.

                                          If Cash Settlement applies and 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. If Cash
                                          Settlement applies and Party A
                                          exercises its Options in
                                          connection with a self-tender for
                                          settlement prior to October 28,
                                          2007, Party A's notice of exercise
                                          shall be automatically rescinded
                                          if the price offered by the Bond
                                          Issuer does not exceed the Strike
                                          Price together with accrued
                                          interest on the Bonds.

                                          Upon any rescission of exercise
                                          (whether pursuant to the foregoing
                                          sentence or otherwise) the Options
                                          for which notice of exercise was
                                          given and for which exercise was
                                          rescinded shall continue in full
                                          force and effect without regard to
                                          such provision of notice.

Multiple Exercise:                        Applicable

Minimum Number of Options:                1

Written Confirmation of Exercise:         Applicable. Buyer shall give 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:                        The Swap Counterparty may give notice
                                          of its intention to exercise the call
                                          rights under the Swap Agreement on not
                                          less than 15 or more than 60-calendar
                                          days' notice. The Swap Counterparty
                                          may give notice of its intention to
                                          exercise its call rights under the
                                          Swap Agreement with respect to Bonds
                                          held by the Trust as to which the Bond
                                          Issuer has given notice of its
                                          intention to redeem or notice of a
                                          self-tender with two business days
                                          notice prior to the settlement of
                                          exercise but no later than 4:00 p.m.
                                          New York time on the second Business
                                          Day immediately preceding the
                                          scheduled settlement of the redemption
                                          or self-tender.

Limited Right to Confirm Exercise:        Inapplicable

Expiration Date:                          December 1, 2042

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

Business Days:                            New York and Chicago

III. Settlements:

Settlement:                               Cash Settlement if MSIL is Party A;
                                          otherwise Physical Settlement. Party A
                                          will notify Party B separately
                                          regarding the clearance system details
                                          for Physical Settlement.

Spot Price (Cash Settlement Only):        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 or self-tender
                                          by the Bond Issuer, the redemption
                                          price or self tender price, as
                                          applicable, paid by the Bond Issuer,
                                          excluding accrued interest.

Deposit  of  Bond  Payment
(Physical Settlement Only):               Party A must deposit the Bond Payment
                                          with the Trustee on the Business Day
                                          prior to the Exercise Date. The Bonds
                                          are to be delivered "free" to Party A.



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

                                          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
                                          $6,048 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 $39,332,000.

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

                                          Upon any exercise hereunder, other
                                          than an exercise of Options
                                          occurring contemporaneously with a
                                          redemption of the Bonds by the
                                          Bond Issuer to the extent the
                                          amount of Options exercised
                                          corresponds with the amount of
                                          Bonds held by Party B being
                                          redeemed by the Bond Issuer, Party
                                          A shall pay to Party B, for
                                          distribution with respect to the
                                          Class B Units, the present value
                                          of the Future Class B Unit
                                          Interest in respect of the Class B
                                          Unit Corresponding Portion
                                          discounted at a rate of 7.570% per
                                          annum on the basis of a 360 day
                                          year consisting of twelve 30 day
                                          months.


Settlement Date:                          For Cash Settlement, 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. For Physical Settlement, the
                                          Exercise Date.

         3.       Additional Definitions.

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

         "Class B Unit Corresponding Portion" means, at any time, a notional
amount of the Class B Units equal to the number of Options exercised at such
time multiplied by the Option Entitlement.

         "Expense Administration Agreement" means the expense administration
agreement dated as of the date hereof between Party B and the Expense
Administrator.

         "Expense Administrator" means MSDW Structured Asset Corp. acting
pursuant to the Expense Administration Agreement.

         "Future Class B Unit Interest" means at any time and from time to time,
the interest on the Class B Unit Corresponding Portion, other than interest
accrued through the Settlement Date, 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 the rights to purchase the Bonds
hereunder not been exercised.

         "Trust Agreement" means the trust agreement dated as of the date hereof
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. A redemption by the Bond Issuer of a portion
of the Bonds held by Party B will result in a partial Additional Termination
Event to the extent of the Bonds being so redeemed if Party A does not exercise
Options hereunder corresponding to such Bonds.

         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
proceeds), excluding accrued interest, of the Bonds in excess of, in the event
of a redemption of the bonds by the bond issuer, the Strike Price, or otherwise,
the aggregate outstanding Unit Principal Balance (as defined in the Trust
Agreement).

         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, as amended.

         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 2002-11
                            Unit Account / AC-2090067/
                            Account No.: 67-9098-400

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



<PAGE>


                                                                  MORGAN STANLEY



         Please confirm that the foregoing correctly sets forth the terms of our
agreement MS Reference Number SQ1TN 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. 2002-11
BY:  LaSalle Bank National Association,
      solely as Trustee and not in its individual capacity.


BY:  /s/ Ann M. Kelly
   --------------------------------------------------
     Name:   Ann M. Kelly
     Title:  Assistant 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