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;

               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.



<PAGE>


               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. 2002-12

Date of Trust Agreement:            October 29, 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:               $46,840,000

Initial Notional Amount
of the Class B Units:               $46,840,000

Issue Price of Units:               Class A Units: 100%

                                    Class B Units:  $7,361,000

Number of Units:                    Class A Units:

                                    1,873,600 (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 29, 2002

Closing Date:                       October 29, 2002

Specified Currency:                 United States dollars

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

Interest Rate:                      Class A Units:

                                    6.25% per annum on the basis of a 360 day
                                    year consisting of twelve 30 day months.

                                    Class B Unit Units:

                                    1.473% per annum on the basis of a 360 day
                                    year consisting of twelve 30 day months.

                                    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.

Interest Reset Period:              Not Applicable

Rating:                             Class A Units and Class B Units:

                                    Aa1 on watch for possible downgrade by
                                    Moody's

                                    AA- credit watch negative by S&P

                                    Both Moody's and S&P have indicated in their
                                    initial rating of the Units that the Units
                                    are on watch for a possible downgrade. Any
                                    such downgrade will result in a downgrade of
                                    the respective agency's rating with respect
                                    to the Units.

Rating Agencies:                    Moody's and S&P

Scheduled Final Distribution Date:  June 15, 2030. 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 select
                                    Class B Units for any distribution and any
                                    reduction in Notional Amount first by
                                    attempting to assign such redemption to any
                                    Class B Units held by a Swap Counterparty
                                    who has exercised its call rights under the
                                    Swap Agreement or who will be selected for
                                    termination of call rights, unless any such
                                    Swap Counterparty disclaims such a
                                    selection, and then by random selection.

Additional Distribution:            Class A Units:

                                    If any of the Securities are redeemed by the
                                    Security Issuer prior to October 29, 2007,
                                    each of the Class A Units being redeemed in
                                    connection with such redemption of
                                    Securities or related exercise of the call
                                    rights under the Swap Agreement shall
                                    receive a pro rata distribution from the
                                    proceeds of such redemption or exercise in
                                    respect of principal, price or premium with
                                    respect to the Securities in excess of the
                                    corresponding Unit Principal Balance of the
                                    Class A Units to be redeemed, up to a
                                    maximum of $2.50 per Class A Unit being
                                    redeemed.

                                    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 in
                                    connection with such self-tender prior to
                                    October 29, 2007, each redeemed Class A
                                    Unitholder shall receive an additional
                                    distribution of $1.50 per Class A Unit from
                                    the proceeds of such exercise in respect of
                                    principal, price or premium with respect to
                                    the Securities in excess of the
                                    corresponding Unit Principal Balance of the
                                    Class A Units to be redeemed.

                                    Class B Units:

                                    If the Securities are redeemed by the
                                    Security Issuer or if the Swap Counterparty
                                    exercises its call rights under the Swap
                                    Agreement, then the Class B Units designated
                                    for a reduction in Notional Amount in
                                    connection with such redemption or exercise
                                    shall receive an amount up to the Class B
                                    Present Value Amount as of the date of such
                                    reduction in Notional Amount as an
                                    additional distribution from the proceeds of
                                    such redemption or exercise in respect of
                                    principal, price or premium with respect to
                                    the Securities remaining after application
                                    to the Class A Units and any amounts in
                                    respect of an exercise of the Swap Agreement
                                    in respect of an additional payment
                                    obligation of the Swap Counterparty with
                                    respect to the Class B Units.

                                    "Class B Present Value Amount" means, with
                                    respect to a date, an amount equal to the
                                    present value of the Future Class B Unit
                                    Interest for such date in respect of the
                                    corresponding portion of Notional Amount of
                                    the Class B Units being reduced discounted
                                    at a rate of 7.75% per annum on the basis of
                                    a 360 day year consisting of twelve 30 day
                                    months.

                                    "Future Class B Unit Interest" means with
                                    respect to any date of reduction in the
                                    Notional Amount of the Class B Units
                                    resulting from a redemption of the
                                    Securities or exercise of call rights under
                                    the Swap Agreement, the interest on the
                                    corresponding portion of the Notional Amount
                                    of the Class B Units, other than interest
                                    paid or accrued through such date, that
                                    would accrue at the rate and in the manner
                                    specified hereunder and would be payable at
                                    the times specified hereunder on such
                                    corresponding portion of the Notional Amount
                                    of the Class B Units to the Scheduled Final
                                    Distribution Date had such reduction of the
                                    Notional Amount of the Class B Units not
                                    occurred.

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 of the
                                    exercised call rights under the Swap
                                    Agreements shall be selected for designation
                                    as exercised in connection with such
                                    redemption or which of the unexercised call
                                    rights shall be selected for termination and
                                    receipt of a Swap Termination Payment.

Swap Termination Payment:           An amount equal to the excess (if any) of
                                    the sale proceeds or redemption proceeds of
                                    the Securities, as applicable, reduced by
                                    (x) accrued interest on the Securities, (y)
                                    the aggregate outstanding Unit Principal
                                    Balance of Class A Units to be redeemed in
                                    relation to such sale or redemption and (z)
                                    any additional distribution on the Class A
                                    Units and the Class B Units.

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 15 and December 15, or the next
                                    succeeding Business Day if such day is not a
                                    Business Day, commencing December 15, 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 June 1 and December 1, 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 $6,296 payable on each Distribution
                                    Date. Amounts in respect of an additional
                                    payment obligation of the Swap Counterparty
                                    in respect of the Expense Administrator's
                                    fee shall also be considered part of the
                                    Expense Administrator's fee hereunder and
                                    under the Expense Administration Agreement.
                                    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 Amounts specified in the paragraph are
                                    also referred to as the "Expense
                                    Administrator's Fee".

                                    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 and (iii) any applicable
                                    additional distribution on the Class A
                                    Units. Remaining accrued interest will be
                                    applied to the Expense Administrator's fee.
                                    Amounts in respect of an additional payment
                                    obligation of the Swap Counterparty in
                                    respect of the Expense Adminstrator's Fee
                                    will be paid to the Expense Administrator.
                                    Remaining amounts will be allocated to any
                                    applicable additional distribution on the
                                    Class B Units and then to the Swap
                                    Termination Payment.

                                    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 accrued interest plus
                                    the Class B Present Value Amount, in each
                                    case as of such date of termination. 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; 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
                                    $1,346,496.

                                    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 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
                                    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 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 extend
                                    a right of first refusal to 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:                         General Electric Global Insurance Holding
                                    Corporation 7.750% debentures due June 15,
                                    2030

Security Issuer:                    General Electric Global Insurance Holding
                                    Corporation

                                    The Security Issuer will be treated as an
                                    Eligible Issuer if (i) it is an Eligible
                                    Issuer or (ii) it is a Reporting Issuer and
                                    a wholly owned subsidiary (direct or
                                    indirect) of an Eligible Issuer.

Principal Amount:                   $46,840,000

Security Rate:                      7.750%

Credit Ratings:                     Aa1 on watch for possible downgrade by
                                    Moody's

                                    AA- credit watch negative by S&P

Listing:                            Luxembourg Stock Exchange

Security Agreement:                 An indenture dated as of February 1, 1996
                                    between the Security Issuer and the Security
                                    Trustee as supplemented and amended from
                                    time to time.

Form:                               Global

Currency of
Denomination:                       United States dollars

Acquisition Price by Trust:         $52,867,640

Security Payment Date:              Each June 15 and December 15

Original Issue Date:                The Securities were originally issued in a
                                    public offering on or about June 23, 2000 in
                                    a principal amount of $350,000,000.

Maturity Date:                      June 15, 2030

Sinking Fund Terms:                 Not Applicable

Redemption Terms:                   The Securities are redeemable at any time,
                                    subject to a make-whole payment, if any,
                                    calculated at the time of redemption.

CUSIP No.:/ISIN No.                 36158FAD2

Security Trustee:                   JPMorgan Chase Bank

Available Information
Regarding the Security Issuer
(if other than U.S.
Treasury obligations):              The Security Issuer 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 29, 2002

To:       SATURNS Trust No. 2002-12        From:    Morgan  Stanley  & Co.
                                                    International Limited

Attn:     Asset-Backed Securities Group    Contact: Chris Boas
          SATURNS Trust No. 2002-12

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

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

Re: Bond Option Transaction. MS Reference Number SQ1TP

        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. 2002-12 ("Party B")
<TABLE>
<CAPTION>

Bonds:                              The obligation identified as follows:
<S>                                 <C>                    <C>
                                    Bond Issuer:           General Electric Global
                                                           Insurance Holding Corporation
                                    Issue:                 7.750% debentures due 2030
                                    CUSIP:                 36158FAD2
                                    Coupon:                7.750%
                                    Maturity Date:         June 15, 2030
                                    Face Amount Purchased: USD 46,840,000
</TABLE>


Premium:                            USD $117,100

Premium Payment Date:               October 29, 2002

Number of Options:                  46,840

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

Strike Price:                       (i) For any Exercise Date prior to October
                                    29, 2007, the redemption price of the Bonds
                                    including any make-whole amount (expressed
                                    as a percentage) subject to a maximum of
                                    110%, in the case of an exercise related to
                                    a redemption, or 106%, in the case of an
                                    exercise related to a self-tender by the
                                    Bond Issuer for Bonds held by the Trust, 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
                                    Exercise Date on or after October 29, 2007,
                                    100% of the face amount of the Bonds
                                    exclusive of accrued interest.

Calculation Agent:                  Party A

II. Exercise Terms

Automatic Exercise:                 Inapplicable

Exercise Period:                    Any Business Day from, and including, 9:00
                                    a.m. (New York time) on October 29, 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 29, 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 by
                                    providing notice of rescission to Party B.

                                    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
                                    29, 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:                    June 15, 2027

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.

Bond Payment (Physical
Settlement Only):                   The Bond Payment shall also include the
                                    Additional Payment Obligation of Party A.



Cash  Settlement  Amount  (Cash
Settlement Only):                   The Cash Settlement Amount shall be adjusted
                                    to reflect the Additional Payment Obligation
                                    of Party A.

Additional Payment Obligation
of Party A:                         To Party B for payment to its expense
                                    administrator (the "Expense Administrator
                                    Payment Obligation"):

                                    If the Bond Issuer has not given notice of
                                    redemption in connection with the exercise
                                    of Options hereunder and if any such
                                    exercise is an exercise of less than all
                                    Options remaining unexercised hereunder,
                                    Party A shall pay to the Party B (for the
                                    Expense Administrator as defined in the
                                    Trust Agreement) an amount equal to the
                                    present value of a stream of payments equal
                                    to $6,296 payable on each payment date for
                                    the Bonds until the maturity of the Bonds
                                    discounted at a rate of 5.0% 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 $46,840,000.

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

                                    Upon any exercise hereunder, Party A shall
                                    pay to Party B, for distribution with
                                    respect to the Class B Units outstanding
                                    under the Trust Agreement, the Class B
                                    Present Value Amount (as defined in the
                                    Trust Agreement).

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.

        "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,
the amount specified as the Swap Termination Payment 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 2002-12
                                     Unit Account / AC-2090067/
                                     Account No.: 67-9102-202

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 SQ1TP 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. 2002-12
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