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


                                 TRUST AGREEMENT


                  TRUST AGREEMENT, between MS 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. The terms of the
Standard Terms for Trust Agreements, dated March 5, 2003 (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 Schedule I 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 Underlying Securities, (ii) issuing the Warrants 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 Underlying 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 and an initial Notional Amount, as applicable, 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 Underlying
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.



<PAGE>


                  IN WITNESS WHEREOF, each of the undersigned has executed this
instrument as of the date set forth in the Schedule I 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


                                            LASALLE BANK NATIONAL ASSOCIATION
                                                as Warrant Agent



                                            By:  /s/ Ann M. Kelly
                                                 ----------------------------
                                                 Name:  Ann M. Kelly
                                                 Title: Assistant Vice President


                                            MS STRUCTURED ASSET CORP.



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



Attachments: Schedules I, II and III


<PAGE>


                                   Schedule I
                           (Terms of Trust and Units)

Trust:                                      SATURNS Trust No. 2004-1

Date of Trust Agreement:                    January 8, 2004

Trustee:                                    LaSalle Bank National Association

Units:                                      The Trust will issue two classes of
                                            Units: the Class A Units and the
                                            Class B Units.

Initial Unit Principal Balance
of the Class A Units:                       $60,000,000

Initial Notional Amortizing Balance
of the Class B Units:                       $12,177,000

Notional                                    Amount: For the purposes hereof and
                                            of the Standard Terms incorporated
                                            herein, the Notional Amortizing
                                            Balance of the Class B Units shall
                                            be the Notional Amount of the Class
                                            B Units.

Issue Price of Units:                       Class A Units: 100%

                                            Class B Units: 100%

Number of Units:                            Class A Units:

                                            2,400,000 (Unit Principal Balance of
                                            $25 each)

                                            Class B Units:

                                            12,177 (Initial Notional Amortizing
                                            Balance of $1,000 each)

Swap Agreement:                             Except as provided in this
                                            paragraph, references to a Swap
                                            Agreement, a Swap Counterparty and
                                            related references in the Standard
                                            Terms shall be inapplicable. For
                                            purposes of Sections 2.02, 2.03,
                                            3.02(b), 3.02(c), 3.02(f), 3.04,
                                            3.05, 3.08, 4.02(b), 4.02(c), 7.02,
                                            9.03(b), 9.05, 10.02(a)(x), 10.07,
                                            10.12, 10.13, 11.01, and 12.01 of
                                            the Standard Terms as incorporated
                                            herein, use of the term Swap
                                            Counterparty shall be deemed to be
                                            use of the term Warrantholder, use
                                            of the term Swap Agreement shall be
                                            deemed to be use of the term
                                            Warrants and use of the term Swap
                                            Termination Payment shall be deemed
                                            to be use of the term Warrant
                                            Termination Payment. The list of
                                            sections in this paragraph shall not
                                            be construed as an exclusive list
                                            and where the context so requires,
                                            the preceding sentence may apply to
                                            additional sections of the Standard
                                            Terms.

Call Option / Call Rights:                  The Warrants. Each Warrant issued
                                            hereunder represents a Call Option
                                            and a Call Right to purchase $1,000
                                            of Unit Principal Balance of the
                                            Class A Units and the Initial
                                            Notional Amortizing Balance of the
                                            Class B Units corresponding to the
                                            Applicable Class B Equivalent
                                            Amount.

Applicable Class B Equivalent
Amount:                                     With respect to each call,
                                            redemption, exchange or other
                                            transaction, or portion thereof, the
                                            applicable Unit Principal Balance of
                                            Class A Units (x) divided by the
                                            Initial Unit Principal Balance of
                                            the Class A Units and (y) multiplied
                                            by the initial issued number of
                                            Class B Units provided under "Number
                                            of Units " above.

Callable Series:                            All Class A Units and Class B Units
                                            issued hereby are subject to Call
                                            Options and Call Rights granted in
                                            favor of Warrantholders. All Class A
                                            Units and the Class B Units are
                                            subject to redemption in the event
                                            of a redemption of the Underlying
                                            Securities.

                                            Any Unitholder who receives notice
                                            that its Units are being called or
                                            redeemed shall tender the applicable
                                            Units to the Trustee in accordance
                                            with such notice. Any Units subject
                                            to call or redemption shall be
                                            automatically canceled, and in the
                                            case of a call, shall be
                                            automatically re-issued to the
                                            applicable Warrantholder without
                                            further action by the applicable
                                            Unitholder, Warrantholder, Trustee
                                            or any other person or entity on the
                                            date of redemption or the Call Date,
                                            as applicable. Any failure to so
                                            tender any Unit shall have no force
                                            or effect.

                                            Upon exercise of Warrants, the Call
                                            Options and Call Rights represented
                                            by such Warrants shall be
                                            automatically canceled. The
                                            certificate representing such
                                            Warrants shall be deemed to
                                            represent the corresponding Class A
                                            Units and Class B Units called by
                                            the exercise thereof. The Trustee
                                            shall distribute the Trust Property
                                            to the Warrantholder as specified in
                                            Section 1.2 of Schedule III, and
                                            upon such distribution such Class A
                                            Units and Class B Units shall be
                                            canceled.

First Regular Call Date:                    As defined in Schedule III.

Minimum Denomination:                       Class A Units:

                                            $25 and $25 increments in excess
                                            thereof. Each $25 of Unit Principal
                                            Balance is a Unit.

                                            Class B Units:

                                            $1,000 Initial Notional Amortizing
                                            Balance and $0.01 (one cent) Initial
                                            Notional Amortizing Balance in
                                            excess thereof.

                                            The Minimum Denominations shall not
                                            prevent transfers of fractional
                                            Units if such fractional Units arise
                                            due to exercises of the Warrants,
                                            redemptions of the Underlying
                                            Securities or otherwise by operation
                                            of this Trust Agreement.

Cut-off Date:                               Closing Date

Closing Date:                               January 8, 2004

Specified Currency:                         United States dollars

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

Interest Rate and Class B Payments:         The right of the Class A Units to
                                            accrued interest is pari passu with
                                            the right of the Class B Units to
                                            accrued Class B Payments from
                                            accrued interest on the Underlying
                                            Securities.

                                            Class A Units:

                                            6.125% per annum on the basis of a
                                            360 day year consisting of twelve 30
                                            day months.

                                            Class B Payments:

                                            On June 1, 2004, $31.45 ($382,922/
                                            12,177 Units) will be paid on each
                                            Class B Unit and thereafter $39.58
                                            ($482,000/ 12,177 Units) will be
                                            paid on each Class B Unit on each
                                            distribution date thereafter.

Interest Reset Period:                      Not Applicable

Rating:                                     Class A Units:

                                            A2 by Moody's

                                            A+ by S&P

                                            Class B Units:

                                            A2 by Moody's

                                            A+ by S&P

Rating Agencies:                            Moody's and S&P

Scheduled Final Distribution Date:          December 1, 2030. The Units will
                                            have the same final maturity as the
                                            Underlying Securities.

Prepayment, Redemption and Call:            The Trust Property is subject to
                                            redemption in accordance with the
                                            terms of the Underlying Securities
                                            and as described in Schedule II. Any
                                            such redemption will cause a
                                            redemption of a corresponding
                                            portion of the Class A Units and the
                                            Class B Units.

                                            The Class A Units and the Class B
                                            Units are subject to call in
                                            accordance with the Warrant Terms.

                                            If the Warrants are partially
                                            exercised or if there is a partial
                                            redemption of the Underlying
                                            Securities, the Trustee will
                                            randomly select Class A Units to be
                                            redeemed in full from the proceeds
                                            of such partial redemption or called
                                            in full from the proceeds of such
                                            partial exercise. The Trustee will
                                            also select for call or redemption
                                            an Initial Notional Amortizing
                                            Balance of Class B Units
                                            corresponding to the Applicable
                                            Class B Equivalent Amount, (i)
                                            first, from Class B Units held by
                                            any Warrantholder who has exercised
                                            its Warrants (provided that the
                                            Warrantholder as holder of such
                                            Class B Units can tender delivery of
                                            such Class B Units to the Trustee
                                            and identify such Class B Units to
                                            the satisfaction of the Trustee as
                                            owned by such Warrantholder), and
                                            (ii) then, from other Class B Units
                                            by random selection.

Additional Distribution:                    Class A Units:

                                            If a Warrantholder exercises
                                            Warrants in connection with a tender
                                            offer for settlement prior to the
                                            First Regular Call Date, each Class
                                            A Unit called in connection with
                                            such exercise shall receive, in
                                            addition to principal and accrued
                                            interest, $1.50 per Class A Unit
                                            from the proceeds of the Warrant
                                            exercise.

                                            Class B Payments:

                                            If a Warrantholder exercises
                                            Warrants, then the Class B Units
                                            designated to be called in
                                            connection with such exercise shall
                                            receive the corresponding portion of
                                            the Class B Present Value Amount,
                                            adjusted for accrued Class B
                                            Payments on the Class B Units
                                            otherwise paid.

                                            If the Underlying Security Issuer
                                            redeems Underlying Securities and
                                            the previous paragraph does not
                                            apply, then the Class B Units
                                            designated for a redemption in
                                            connection with such redemption of
                                            Underlying Securities shall receive
                                            the amount with respect to the Class
                                            B Present Value Amount allocated for
                                            distribution in accordance with the
                                            applicable provisions of the
                                            Distribution Priorities below, paid
                                            as of the date of such redemption as
                                            an additional distribution.

Class B Present Value Amount:               With respect to a date, an amount
                                            equal to the present value of the
                                            Future Class B Unit Payments for
                                            such date in respect of the
                                            Applicable Class B Equivalent
                                            Amount, 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 Payments:               With respect to any date, the Class
                                            B Payments on the Applicable Class B
                                            Equivalent Amount, other than Class
                                            B Payments paid prior to such date,
                                            that would have been payable in the
                                            amount and at the times otherwise
                                            specified hereunder through and
                                            including the Scheduled Final
                                            Distribution Date without regard to
                                            any call, redemption or other early
                                            termination of the Class B Units.

Warrant Terms:                              The Warrants represent a Call
                                            Option and Call Rights for the Units
                                            pursuant to Section 5.13 of the
                                            Standard Terms. Schedule III
                                            provides additional Warrant Terms.

Call Date:                                  Specified in Schedule III

Call Price:                                 Specified in Schedule III

Warrant Agent:                              LaSalle Bank National Association

Warrantholder:                              A holder of Warrants.

Distribution Dates:                         Each June 1 and December 1, or the
                                            next succeeding Business Day if such
                                            day is not a Business Day,
                                            commencing June 1, 2004, and any
                                            other date upon which funds are
                                            available (including without
                                            limitation funds available due to a
                                            Trust Wind-Up Event) for
                                            distribution in accordance with the
                                            terms hereof.

                                            If any payment with respect to the
                                            Underlying 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 or the Record
                                            Date.

Distribution Priorities:                    Ordinary Distribution Date Priority:
                                            On any Distribution Date as to which
                                            only payments of interest on the
                                            Underlying Securities have been
                                            received, or to the extent such
                                            Distribution Date occurs due to
                                            receipt of payments of interest on
                                            the Underlying Securities, the
                                            Trustee shall apply amounts
                                            available:

                                            FIRST, to the payment of any accrued
                                            and unpaid interest on the Class A
                                            Units and any accrued and unpaid
                                            Class B Payments pro rata in
                                            proportion to the outstanding amount
                                            of accrued and unpaid interest and
                                            unpaid payments on each, and

                                            SECOND, to the payment of any
                                            accrued and unpaid Expense
                                            Administrator's Fee.

                                            Exercise of Warrants Priority:

                                            On any Distribution Date occurring
                                            in connection with an exercise of
                                            the Warrants, or to the extent such
                                            Distribution Date occurs due to the
                                            exercise of Warrants, whether in
                                            whole or in part, whether or not
                                            such exercise results in a Trust
                                            Wind-Up Event, the Trustee shall
                                            apply amounts available in
                                            connection with such exercise
                                            (corresponding to the amounts
                                            allocable to the aggregate
                                            Corresponding Underlying Security
                                            Amount related to such exercise):

                                            FIRST, to the payment of any accrued
                                            and unpaid interest on the Class A
                                            Units and any accrued and unpaid
                                            Class B Payments being called pro
                                            rata in proportion to the
                                            outstanding amount of accrued and
                                            unpaid interest and unpaid payments
                                            on each,

                                            SECOND, to the payment of the
                                            outstanding principal on the Class A
                                            Units being called,

                                            THIRD, to the payment of $1.50 on
                                            each Class A Unit called as an
                                            Additional Distribution, if the
                                            related Call Date occurs prior to
                                            the First Regular Call Date and
                                            occurs in connection with a tender
                                            offer for the Underlying Securities,

                                            FOURTH, to the payment of the Class
                                            B Present Value Amount with respect
                                            to each Class B Unit called,
                                            adjusted for any accrued Class B
                                            Payments paid under Clause FIRST, as
                                            an Additional Distribution on the
                                            Class B Units called,

                                            FIFTH, to the payment of any accrued
                                            and unpaid Expense Administrator's
                                            Fee, including the Expense
                                            Administrator Make-Whole Amount, if
                                            any, and

                                            SIXTH, to the exercising
                                            Warrantholders, to the extent such
                                            Warrantholders specified or were
                                            deemed to specify that their
                                            exercise was in connection with a
                                            redemption of or a tender offer for
                                            the Underlying Securities.

                                            If any exercise of Warrants would
                                            result in the Trust not having
                                            sufficient funds to pay each of
                                            items FIRST through FIFTH in full,
                                            notwithstanding any other provision
                                            in this Trust Agreement (including
                                            the Additional Warrants Terms on
                                            Schedule III) or the Warrants, such
                                            exercise will be rescinded pursuant
                                            to Section 1.1(h) or Section 1.1(i)
                                            of Schedule III.

                                            Redemptions Priority:

                                            On any Distribution Date occurring
                                            in connection with a redemption of
                                            the Underlying Securities, to the
                                            extent such Distribution Date occurs
                                            due to a redemption of the
                                            Underlying Securities and only to
                                            the extent such Distribution Date
                                            does not relate to an exercise of
                                            Warrants, whether or not such
                                            redemption results in a Trust
                                            Wind-Up Event, the Trustee shall
                                            apply amounts available in
                                            connection with such redemption
                                            (excluding the amounts allocable to
                                            the aggregate Corresponding
                                            Underlying Security Amount related
                                            to any exercise of Warrants provided
                                            for above):

                                            FIRST, to the payment of any accrued
                                            and unpaid interest on the Class A
                                            Units and any accrued and unpaid
                                            Class B Payments being redeemed pro
                                            rata in proportion to the
                                            outstanding amount of accrued and
                                            unpaid interest and unpaid payments
                                            on each,

                                            SECOND, to the payment of the
                                            outstanding principal on the Class A
                                            Units being redeemed,

                                            THIRD, any remaining amounts, if
                                            any, to the payment of the Class B
                                            Present Value Amount with respect to
                                            Class B Units redeemed, adjusted for
                                            any accrued Class B Payments paid
                                            under Clause FIRST, as an Additional
                                            Distribution on the Class B Units
                                            redeemed,

                                            FOURTH, any remaining amounts, if
                                            any, to the payment of any accrued
                                            and unpaid Expense Administrator's
                                            Fee, and

                                            FIFTH, any remaining amounts, if
                                            any, to the Warrantholders, as
                                            payment of any Warrant Termination
                                            Payment.

                                            Any amortization or other payment by
                                            the Underlying Security Issuer on
                                            the Underlying Securities shall be
                                            treated as a redemption if not
                                            otherwise addressed herein.

                                            Other Trust Wind-Up Events Priority:

                                            On any Distribution Date occurring
                                            in connection with a Trust Wind-Up
                                            Event due to an event or events
                                            other than an exercise of Warrants
                                            or a redemption of Underlying
                                            Securities (or to the extent
                                            thereof), the Trustee shall apply
                                            amounts available (excluding the
                                            amounts allocable to the aggregate
                                            Corresponding Underlying Security
                                            Amount related to any exercise of
                                            Warrants provided for above or the
                                            amounts distributable in connection
                                            with a redemption as provided for
                                            above):

                                            FIRST, to the payment of the claims
                                            of the Class A Units and the Class B
                                            Units pro rata in proportion to the
                                            relative claim amounts of each, and
                                            for this purpose the Class A Units
                                            will have a claim equal to their
                                            Unit Principal Balance plus accrued
                                            and unpaid interest, if any and the
                                            Class B Units will have a claim
                                            equal to the Class B Present Value
                                            Amount determined as of the date of
                                            termination, in full satisfaction of
                                            the claims of the Class A Units and
                                            the Class B Units,

                                            SECOND, to the payment of any
                                            accrued and unpaid Expense
                                            Administrator's Fee, and

                                            THIRD, any remaining amounts are
                                            paid to the Warrantholders, as
                                            payment of any Warrant Termination
                                            Payment.

Record  Date:                               The Record Date for each
                                            Distribution Date shall be the third
                                            Business Day prior to such
                                            Distribution Date, without
                                            adjustment for any change in the
                                            Distribution Date due to the receipt
                                            of funds for distribution after 12
                                            noon, except that in respect of the
                                            final Distribution Date, when
                                            distributions will be made against
                                            presentation of the Units.

Form:                                       Global security; except Units
                                            re-issued in connection with an
                                            exercise of Warrants.

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 $2,000. 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 Trustee 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 Trustee as
                                            Expense Administrator (the "Expense
                                            Administrator") and the Trust.

                                            The Expense Administrator will
                                            receive a fee equal to $5,500
                                            payable on each Distribution Date.
                                            The Expense Administrator Make-Whole
                                            Amount, if any, shall also be
                                            considered part of the Expense
                                            Administrator's fee hereunder and
                                            under the Expense Administration
                                            Agreement. The Amounts specified in
                                            this 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.

Expense Administrator
Make-Whole Amount:                          Except to the extent such exercise
                                            is in connection with a redemption,
                                            if any exercise of Warrants,
                                            together with any other Warrants
                                            exercised on the same Call Date, is
                                            an exercise of less than all
                                            Warrants remaining unexercised, the
                                            applicable Call Price shall include
                                            an amount equal to the present value
                                            of a stream of payments equal to
                                            $5,500 payable on each scheduled
                                            Distribution Date discounted at a
                                            rate of 5.0% per annum on the basis
                                            of a 360 day year consisting of
                                            twelve 30 day months from but
                                            excluding the date of such exercise
                                            until and including the Scheduled
                                            Final Distribution Date, assuming
                                            for this purpose that the Trust is
                                            not terminated prior to the
                                            Scheduled Final Distribution Date,
                                            multiplied by the Unit Principal
                                            Balance of applicable Class A Units
                                            to be called and divided by the
                                            Initial Unit Principal Balance of
                                            the Class A Units.

Listing:                                    The Depositor has applied to list
                                            the Class A Units on the New York
                                            Stock Exchange. The Class B Units
                                            will be registered under the
                                            Exchange Act pursuant to Section
                                            12(g).

ERISA Restrictions:                         No ERISA restrictions apply.

QIB Restriction:                            Not applicable.

Termination:                                If a Trust Wind-Up Event occurs, any
                                            Underlying Securities held by the
                                            Trust will be liquidated (by
                                            delivery to the Underlying Security
                                            Issuer in the event of a redemption,
                                            pursuant to the Warrant Terms in the
                                            event of an exercise of the Warrants
                                            or otherwise by sale thereof).

Warrant Termination Payment:                Any amounts available for payment
                                            pursuant to the Distribution
                                            Priorities above as a Warrant
                                            Termination Payment.

Tender Offers:                              The Trust will not participate in
                                            any tender offer for the Underlying
                                            Securities and the Trustee will not
                                            accept any instructions to the
                                            contrary from the Unitholders,
                                            except in connection with an
                                            exercise by a Warrantholder of
                                            Warrants. Any Warrantholder may
                                            exercise Warrants in connection with
                                            any tender offer for the Underlying
                                            Securities and the Trustee may
                                            participate in the tender offer on
                                            behalf of an exercising
                                            Warrantholder.

Depositor Optional Exchange:                Depositor Optional Exchange applies
                                            to this Series of Units.

                                            Section 5.12(c)(ii) of the Standard
                                            Terms shall be incorporated herein
                                            by replacing 5.12 (c)(ii) with the
                                            following: "(ii) such exchange is to
                                            be effected on any Distribution Date
                                            or any date that is 90 days before
                                            or after a Distribution Date (or the
                                            succeeding Business Day if such date
                                            is not a Business Day) with 45 days'
                                            notice".

                                            Pursuant to 5.12(c)(iii), a
                                            corresponding portion of the
                                            Warrants must consent to such an
                                            exchange. The Depositor may satisfy
                                            the consent requirement of the
                                            preceding sentence by tendering a
                                            corresponding portion of Warrants or
                                            by delivering consents from a
                                            corresponding portion of Warrants
                                            (including Warrants it owns) or any
                                            combination thereof. Pursuant to
                                            5.12(c)(iii), the Expense
                                            Administrator must consent to such
                                            an exchange.

                                            Section 5.12(c)(iv) of the Standard
                                            Terms shall be incorporated herein
                                            by adding the following to Section
                                            5.12(c): "(iv) the Depositor
                                            determines that more than 100
                                            holders of the Class A Units and 100
                                            holders of the Class B Units
                                            independent of the Trust and each
                                            other will remain after such
                                            exchange; unless the Depositor
                                            determines that such an exchange is
                                            otherwise consistent with the
                                            restrictions under ERISA and Section
                                            4975 of the Internal Revenue Code of
                                            1986."

Optional Exchange
Under Warrants:                             A Call Notice under Schedule III
                                            shall also constitute a notice of
                                            and a demand to exchange each of the
                                            Units acquired pursuant to the
                                            related exercise for a corresponding
                                            portion of Trust Property pursuant
                                            to Section 5.12(d) of the Standard
                                            Terms. Such notice and demand may
                                            only be revoked or rescinded to the
                                            extent that the related exercise is
                                            revoked or rescinded and the
                                            settlement of the Optional Exchange
                                            shall be the Exercise Date.

                                            Trust Property distributable to a
                                            Warrantholder who has acquired Units
                                            by exercise in connection with a
                                            tender offer or redemption as
                                            addressed in Section 1.1(i) of
                                            Schedule III, shall be the Trust
                                            Property specified in Section 1.1(i)
                                            of Schedule III payable in the
                                            manner specified in the Distribution
                                            Priority.

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 Underlying Securities
                                            prior to the Closing Date. The
                                            Depositor will receive such accrued
                                            interest on the first Distribution
                                            Date (or redemption date or Call
                                            Date if earlier) for the Units and
                                            such amount shall be paid from the
                                            interest payment made with respect
                                            to the Underlying Securities on the
                                            first Distribution Date.

                                            The amount of the Retained Interest
                                            is $476,786.

                                            If an Underlying 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
                                            Underlying Securities.

Sale of Underlying Securities:              In connection with any sale of the
                                            Underlying Securities by the Selling
                                            Agent pursuant to the terms hereof,
                                            if a Warrantholder is not an
                                            affiliate of the Selling Agent, the
                                            Selling Agent will extend a right of
                                            first refusal to each such
                                            Warrantholder to purchase the
                                            Underlying Securities at the highest
                                            bid received by the Selling Agent.

                                            If more than one Warrantholder
                                            exercises such right of first
                                            refusal, Underlying Securities will
                                            be sold to each exercising
                                            Warrantholder in proportion to the
                                            number of Warrants held by such
                                            Warrantholder; provided, that if
                                            only one Warrantholder exercises
                                            such right of first refusal, such
                                            Warrantholder shall be entitled to
                                            purchase any or all of the
                                            Underlying Securities to be sold by
                                            the Selling Agent.

Selling Agent:                              Morgan Stanley & Co. Incorporated.

Rating Agency Condition:                    The definition of Rating Agencies
                                            Condition in the Standard Terms
                                            shall not apply and the following
                                            shall apply instead:

                                            "Rating Agency Condition": With
                                            respect to any specified action or
                                            determination, means receipt of (i)
                                            written confirmation by Moody's (if
                                            the Units are rated by Moody's, for
                                            so long as the Units are outstanding
                                            and rated by Moody's) and (ii)
                                            written confirmation by S&P (if the
                                            Units are rated 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. Such
                                            confirmation 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.

Voting:                                     With respect to any voting or other
                                            rights of any Unitholder or Class of
                                            Units based on the Unit Principal
                                            Balance or denomination of the
                                            applicable Units, each Class B
                                            Unitholder shall be treated as
                                            holding Units with a Unit Principal
                                            Balance or denomination equal to the
                                            Class B Present Value Amount of the
                                            Class B Units held by such Class B
                                            Unitholder as of the applicable
                                            Record Date or date of
                                            determination.

Unit Principal Balance:                     Except with respect to the "Voting"
                                            provision above, when the Unit
                                            Principal Balance is used with
                                            respect to the Class B Units, it
                                            shall be deemed to mean "Initial
                                            Notional Amortizing Balance".

Amendments:                                 Notwithstanding anything to the
                                            contrary in the Standard Terms,
                                            amendments to the Warrants and to
                                            Schedule III hereof shall be
                                            governed by Section 7.02 of the
                                            Standard Terms. For the avoidance of
                                            doubt, the terms of the Warrant and
                                            Schedule III may not be amended
                                            without consent of all
                                            Warrantholders.

Additional Terms:                           Section 12.10 of the Standard Terms
                                            shall apply as modified below to
                                            include the Warrantholders:

                                            "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, the Depositor or the
                                            Warrantholders 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 liquidations,
                                            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."

Compliance Certificate:                     The Trustee will provide to the
                                            Depositor an appropriate compliance
                                            certificate in connection with the
                                            annual report of the Depositor
                                            and/or the Trust and, upon the
                                            reasonable request of the Depositor,
                                            at other times, with respect to the
                                            Trustee's compliance with its duties
                                            and obligations under this Trust
                                            Agreement. A form of such
                                            certification is attached as Annex
                                            A.

Distribution Reports:                       The Trustee shall file each
                                            distribution report on Form 8-K
                                            within 15 days of the related
                                            Distribution Date. Each such
                                            distribution report or Form 8-K
                                            shall contain text substantially
                                            similar to the following:

                                            The underlying security issuer or
                                            guarantor, as applicable, is subject
                                            to the informational requirements of
                                            the Exchange Act. The underlying
                                            security issuer or guarantor, as
                                            applicable, currently files reports,
                                            proxy statements and other
                                            information with the SEC. Those
                                            reports and other information can be
                                            inspected and copied at the public
                                            reference facilities maintained by
                                            the SEC at Room 1024, 450 Fifth
                                            Street, N.W., Washington, D.C.
                                            20549. Copies of those materials can
                                            be obtained by making a written
                                            request to the SEC, Public Reference
                                            Section, 450 Fifth Street, N.W.,
                                            Washington, D.C. 20549, at
                                            prescribed rates. The SEC also
                                            maintains a website on the internet
                                            at http://www.sec.gov at which users
                                            can view and download copies of
                                            reports, proxy, information
                                            statements and other information
                                            filed electronically. In addition,
                                            those reports and other information
                                            may also be obtained from the
                                            underlying security issuer by making
                                            a request to the underlying security
                                            issuer.


<PAGE>


                                                           ANNEX A TO SCHEDULE I

                        LASALLE BANK NATIONAL ASSOCIATION

                     ABS ANNUAL REPORT BACKUP CERTIFICATION


                  In connection with the preparation and delivery of the annual
report on Form 10-K of MS Structured Asset Corp. for the fiscal year ending
[   ], and the certifications given by [   ], [   ] and [   ] with respect
thereto, the undersigned hereby certifies that he is a duly elected [    ] of
LaSalle Bank National Association and further certifies in his capacity as such
as follows:

1. LaSalle Bank National Association has prepared all distribution reports with
respect to each distribution date for each trust under the SATURNS program,
which includes each trust listed in Item 5 of the annual report, and has filed a
copy of such reports on Form 8-K during the fiscal year as described on Exhibit
A hereto.

2. I have reviewed all reports on Form 8-K containing distribution reports filed
in respect of periods included in the fiscal year covered by the annual report
of MS Structured Asset Corp.;

3. I am familiar with the operations of LaSalle Bank National Association with
respect to the SATURNS program and each of the applicable trusts and the
requirement imposed by each of the applicable trust agreements;

4. Based on my knowledge, the information in the distribution reports, taken as
a whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by the annual report;

5. Based on my knowledge, the information required to be provided under each
trust agreement, for inclusion in these reports, is included in these reports;

6. Based on my knowledge, and except as disclosed in the reports, the trustee
has fulfilled its obligations, including any servicing obligations, under the
trust agreement.

7. Based on my knowledge, and except as disclosed in the reports, there are no
material legal proceedings with respect to any trust, involving the trust or
LaSalle Bank National Association as trustee.



                                                 By:
                                                    ----------------------------
                                                 Name:
                                                 Title:
                                                 Date:


<PAGE>


                                              EXHIBIT A TO ANNEX A TO SCHEDULE I



                      MORGAN STANLEY STRUCTURED ASSET CORP.

        [FORM OF SCHEDULE OF DISTRIBUTION DATE REPORTS FILED ON FORM 8-K]

--------------------------------------------------------------------------------
SATURNS Trust  Closing  Collateral  Payment Dates    Form 8-K Filing Dates (Not
     No.:        Date                                Trust Agreement Filings in
                                                       connection with Closing
                                                                Date)


                                                             For FY [ ]
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<PAGE>



                                   Schedule II
                            (Terms of Trust Property)

Underlying Securities:                      Verizon Global Funding Corp. 7.75%
                                            debentures due December 1, 2030

Underlying Security Issuer:                 Verizon Global Funding Corp.

Underlying Security Guarantor:              Verizon Communications Inc.

                                            The Underlying Securities are
                                            guaranteed by the Underlying
                                            Security Guarantor by way of a
                                            support agreement between the
                                            Underlying Security Issuer and the
                                            Underlying Security Guarantor.

Principal Amount:                           $60,000,000

Underlying Security Rate:                   7.75%

Credit Ratings:                             A2 by Moody's

                                            A+ by S&P

Listing:                                    None

Underlying Security
Issuance Agreement:                         An indenture dated as of December 2,
                                            1996 between the Underlying Security
                                            Issuer and the Underlying Security
                                            Trustee as supplemented and amended
                                            from time to time.

Form:                                       Global

Currency of
Denomination:                               United States dollars

Acquisition Price by Trust:                 $70,437,000

Underlying Security
Payment Date:                               Each June 1 and December 1

Original                                    Issue Date: The Underlying
                                            Securities were originally issued in
                                            two "private" transactions on or
                                            about December 12, 2000 and February
                                            7, 2001, each in a principal amount
                                            of $1,000,000,000. The Underlying
                                            Security Issuer offered to exchange
                                            the entire $2,000,000,000 of
                                            Underlying Securities in an exchange
                                            offer scheduled to close on or about
                                            September 6, 2001.

Maturity Date:                              December 1, 2030

Sinking Fund Terms:                         Not Applicable

Redemption                                  Terms: As described in the
                                            Underlying Security Issuance
                                            Agreement, the Underlying Securities
                                            are redeemable at any time, in whole
                                            or in part, and subject to a
                                            make-whole amount, if any,
                                            calculated at the time of
                                            redemption. All references in the
                                            Trust Agreement and Schedule I and
                                            Schedule III to redemption and
                                            provisions relating thereto shall
                                            apply.

CUSIP No.:/ISIN No.                         92344GAM8

Underlying Security Trustee:                Wachovia Bank National Association
                                            (as successor entity to First Union
                                            National Bank)



<PAGE>


                                  Schedule III
                            ADDITIONAL WARRANT TERMS

                                    ARTICLE I
                              EXERCISE OF WARRANTS


         Section 1.1       Principal Terms.

         (a) Call Price.

         The Call Price per Warrant is the sum of (i)(a) $1,000 (corresponding
to 40 $25.00 Class A Units) or (b) if such exercise is in connection with a
tender offer for Underlying Securities held by the Trust for settlement prior to
the First Regular Call Date, $1,060 ($26.50 per Class A Unit), (ii) the
applicable Class B Present Value Amount (which will be adjusted for any accrued
Class B Payments on the Class B Units payable under (iii)), (iii) accrued and
unpaid interest on the applicable Class A Units and accrued and unpaid Class B
Payments on the applicable Class B Units being called and (iv) the applicable
Expense Administrator Make-Whole Amount.

         (b) Call Dates.

         A Warrantholder may designate as a Call Date (i) any Business Day from
and including 9:00 a.m. New York time on the First Regular Call Date, to and
including 4:00 p.m. New York time on the Expiration Date and (ii) any Business
Day prior to the First Regular Call Date as a Call Date, but only if notice of
redemption or tender offer has been delivered by the Underlying Security Issuer
with regard to the Underlying Securities held by the Trust.

         Except as otherwise provided in this paragraph, a Warrantholder shall
give notice of its intention to exercise Warrants and related designation of a
Call Date on not less than 15 or more than 60-calendar days' notice. If the
Underlying Security Issuer has given notice of redemption with respect to the
Underlying Securities or if a tender offer is outstanding for the Underlying
Securities, a Warrantholder may give notice of its intention to exercise
Warrants and related designation of a Call Date with two Business Days notice
prior to the Call Date but no later than 4:00 p.m. New York City time on the
second Business Day immediately preceding the then-scheduled settlement of the
tender offer or redemption.

         (c) Expiration Date. The Scheduled Final Distribution Date.

         (d) First Regular Call Date. January 8, 2009.

         (e) Corresponding Underlying Security Amount. The product of (x) the
applicable number of Warrants, (y) $1,000 and (z) the Security Factor.

         (f) Security Factor. The aggregate principal amount of Underlying
Securities initially held by the Trust divided by the Initial Unit Principal
Balance of the Class A Units.

         (g) Call Notice.

         Each exercising Warrantholder shall deliver a notice in the form of
Exhibit B to the Trustee and the Warrant Agent, including the certification of
solvency specified therein, prior to the Call Date. Each such Call Notice must
specify exercise of either (i) all Warrants the notifying Warrantholder owns or
(ii) Warrants sufficient to call at least 250 Warrants.

         A Call Notice also constitutes a notice of exchange of the Class A
Units and the Class B Units to be obtained by a Warrantholder as a result of
such exercise for Trust Property pursuant to Section 5.12(d) of the Standard
Terms.

         (h) Automatic Rescission of Exercise.

         Delivery of a Call Notice does not give rise to an obligation on the
part of the Warrantholder to pay the Call Price. With respect to each Warrant
exercised, if by 4 p.m. New York time on the Business Day prior to the Call Date
the applicable Warrantholder has not paid the applicable Call Price for a
Warrant to the Warrant Agent, except to the extent the Call Notice relates to a
tender offer or redemption of Underlying Securities addressed in Section 1.1(i)
below, then the exercise of the applicable Warrant shall be automatically
rescinded, the applicable Warrant shall be reinstated, no Call Date with respect
thereto shall be deemed to have occurred and no Call Notice deemed given, and
the applicable Warrantholder shall be entitled to exercise such reinstated
Warrants in the future.

         (i) Tender Offer and Redemption.

         Each Warrantholder shall specify in its Call Notice if its exercise is
in connection with a redemption or tender offer if the specified Call Date will
occur on or after the First Regular Call Date. Any Warrantholder giving a Call
Notice with respect to a Call Date prior to the First Regular Call Date shall be
deemed to specify that it is exercising its Warrants in connection with a tender
offer or redemption.

         A Warrantholder specifying or deemed to specify that it is exercising
its Warrants in connection with a tender offer for or a redemption of the
Underlying Securities shall be deemed to instruct the Trustee to tender the
applicable Corresponding Underlying Security Amount in connection with such
redemption or tender offer.

         To the extent Underlying Securities corresponding to such a deemed
instruction to tender are not accepted by the tender offeror or Underlying
Security Issuer and paid for in accordance with the terms of the tender offer or
redemption, a corresponding number of Warrants shall be reinstated, with
exercise thereof rescinded, no Call Date with respect thereto shall be deemed to
have occurred and no Call Notice deemed given, with the number of such
reinstated Warrants to be allocated among the Warrantholders specifying or
deemed to specify exercise in connection with such tender offer or redemption in
proportion to the number of Warrants initially so exercised by each, and each
such Warrantholder shall be entitled to exercise such reinstated Warrants in the
future. The Warrant Agent shall determine such allocation by notice to the
applicable Warrantholders.

         A Warrantholder specifying or deemed to specify that it is exercising
its Warrants in connection with a tender offer for or a redemption of the
Underlying Securities, to the extent such exercise is not rescinded, shall be
entitled to Trust Property in an amount equal to the proceeds of the tender
offer or redemption allocable to the applicable Corresponding Underlying
Security Amount in excess of the aggregate Call Price for the applicable number
of Warrants.

         If the Warrant Agent receives a Call Notice or Call Notices with
respect to Warrants with an aggregate Corresponding Underlying Security Amount
that is less than the aggregate principal amount of Underlying Securities held
by the Trust subject to redemption, the Warrant Agent shall determine by notice
to the applicable Warrantholders which Warrants are to be terminated in
connection with such redemption by allocating the termination of Warrants pro
rata among remaining Warrantholders (including exercising Warrantholders holding
unexercised Warrants) in proportion to their holdings of unexercised Warrants.
Warrants so terminated shall be entitled to the applicable Warrant Termination
Payment.

         If the Warrant Agent receives no Call Notices with respect to a
redemption of Underlying Securities, a number of Warrants equal to the aggregate
principal amount of Underlying Securities held by the Trust that are redeemed
divided by the product of (x) the Security Factor and (y) $1,000, shall be
terminated. The Warrant Agent shall determine by notice to the applicable
Warrantholders which Warrants are to be terminated by allocating such
termination among Warrantholders in proportion to the number of Warrants held by
each. Warrants so terminated shall be entitled to the applicable Warrant
Termination Payment.

         Whenever the Warrant Agent is obligated to allocate the termination of
Warrants pro rata, and this allocation would result in some Warrants being
partially terminated, the Warrant Agent shall randomly re-allocate terminations
to the extent necessary to ensure that only whole Warrants are terminated or
such that only one Warrant is partially terminated.

         (j) Payment of Call Price.

         Except with respect to Warrants exercised or deemed exercised in
connection with a redemption of or tender offer for the Underlying Securities,
each exercising Warrantholder shall deposit the applicable Call Price for all
Warrants exercised by it with the Warrant Agent no later than the Business Day
prior to settlement of exercise.

         The Warrant Agent shall notify the Trustee immediately upon its receipt
of payment of the applicable Call Price. The Warrant Agent shall transfer the
amount of any paid Call Price to the Trustee in immediately available funds, for
deposit in the Unit Account and application pursuant to the other terms of this
Trust Agreement no later than 4 p.m. New York time on the Business Day preceding
the Call Date and, pending such transfer, shall hold such amount for the benefit
of the Warrantholder in a segregated trust account.

         (k) Appointment of Warrant Agent.

         The Depositor hereby appoints the Warrant Agent as agent to (i) receive
for the benefit of the Warrantholders pending payment to the Trust in connection
with exercise of the Warrants from time to time, the Call Price amounts paid to
the Warrant Agent, (ii) receive for the benefit of the Warrantholders, in
connection with exercise of the Warrants from time to time, the Units deemed
tendered to the Trust pursuant to Section 1.2, and the Trust Property received
pursuant to the related Optional Exchange pending delivery thereof to the
relevant Warrantholders and (iii) otherwise act on behalf of and for the benefit
of the Trust, the Unitholders and the Warrantholders for purposes of this
Agreement, and the Warrant Agent accepts such appointment for itself and its
successors and assigns, subject to the terms and provisions hereof.

         Section 1.2 Delivery of Units. As soon as practicable after each
surrender of Warrants in whole or in part on the Call Date and upon satisfaction
of all other requirements described in the Warrants and in Section 1.1 hereof,
the Warrant Agent shall instruct the Trustee to confirm that the transfer
specified under the "Callable Series" provisions of Schedule I has occurred and
to cause a distribution of Trust Property to the Warrantholder as an Optional
Exchange taking into account Section 1.1(i) above, if applicable. A surrender of
the Warrants shall be deemed to be a simultaneous surrender of the Class A Units
and Class B Units acquired in exchange therefor.

         If such exercise is in part only, the Warrant Agent shall instruct the
Trustee to authenticate new Warrants of like tenor, representing the outstanding
Warrants of the Warrantholder and the Warrant Agent shall deliver such Warrants
to the Warrantholder.

         In each case, the Trustee shall act in accordance with such
instructions.

         Section 1.3 Cancellation and Destruction of Warrants. All Warrants
surrendered to the Warrant Agent for the purpose of exercise (in whole or in
part) pursuant to Section 1.1 and actually exercised, or for the purpose of
transfer or exchange pursuant to Article III, shall be cancelled by the Warrant
Agent, and no Warrant (other than that reflecting any such transfer or exchange)
shall be issued in lieu thereof. The Warrant Agent shall destroy all cancelled
Warrants.

         Section 1.4 No Rights as Holder of Units Conferred by Warrants. Each
Warrantholder agrees that the Warrants do not represent an ownership interest in
the Trust or its assets and that none of them shall treat the Warrants as an
ownership interest in the Trust for any purpose.

                                   ARTICLE II
                            RESTRICTIONS ON TRANSFER


         Section 2.1 Restrictive Legends. Each Warrant (including each Warrant
issued upon the transfer of any Warrant) shall be issued with a legend in
substantially the form contained in Exhibit A hereto.

         Section 2.2 Notice of Proposed Transfer. Prior to any transfer of any
Warrant or portion thereof, the Warrantholder will give 5 Business Days (or such
lesser period acceptable to the Warrant Agent) prior written notice to the
Warrant Agent and the Depositor of such Warrantholder's intention to effect such
transfer.

                                   ARTICLE III
                   REGISTRATION AND TRANSFER OF WARRANTS, ETC.


         Section 3.1 Warrant Register; Ownership of Warrants. The Warrant Agent
will keep a register in which the Warrant Agent will provide for the
registration of Warrants and the registration of transfers of Warrants
representing numbers of Warrants. The Trustee and the Warrant Agent may treat
the Person in whose name any Warrant is registered on such register as the owner
thereof for all purposes, and the Trustee and the Warrant Agent shall not be
affected by any notice to the contrary. The Warrant Agent shall make such
adjustments to its records and the register as shall be necessary to reflect
terminations and exercise of Warrants.

         Section 3.2 Transfer and Exchange of Warrants. (a) No Warrant may be
offered, resold, assigned or otherwise transferred (including by pledge or
hypothecation) at any time except in accordance with this Section 3.2.

         (1) Any purchaser or transferee of the Warrants shall represent that it
is (A) a "qualified institutional buyer" as defined in Rule 144A under the
Securities Act that (1) is not a broker-dealer that owns and invests on a
discretionary basis less than $25 million in securities of issuers that are not
affiliated persons of the dealer and (2) is not a plan referred to in paragraph
(a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A or a trust fund referred to in
paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan, if
investment decisions with respect to the plan are made by the beneficiaries of
the plan, (B) aware that the sale or transfer of the Warrants to it may be made
to it in reliance on the exemption from registration provided by Rule 144A under
the Securities Act and (C) acquiring the Warrants for its own account or for one
or more accounts, each of which is a qualified institutional buyer, and as to
each of which the purchaser or transferee exercises sole investment discretion,
and in each case in accordance with any applicable securities laws of any state
of the United States and other jurisdictions.

         (2) Warrants may not be purchased, held by or transferred to any Person
unless that Person is not a Plan, is not a governmental or other plan subject to
restrictions substantially similar to Title I of ERISA or Section 4975 of the
Code, and is not acquiring the Warrants with the assets of any such Plan or
other plan. Each Person who acquires any Warrant, and each fiduciary which
causes any such Person to acquire any Warrant, in its individual as well as its
fiduciary capacity, will be deemed by such purchase, holding or acquisition, on
each date on which the Warrant is held by such person, to have represented that
it is not a Plan or any governmental or other plan subject to requirements
substantially similar to Title I of ERISA or Section 4975 of the Code and is not
using the assets of any such Plan to purchase those Warrants. Each Person that
acquires a Warrant, and each fiduciary who causes a person to acquire a Warrant,
in its individual as well as its fiduciary capacity, agrees to indemnify and
hold harmless the Depositor, the Trustee, the Warrant Agent, MS&Co., each
Distribution Participant and their respective affiliates from any cost, damages,
loss or expense, incurred by them as a result of the representations contained
in this Section 3.2(a)(2) not being true.

         (b) Upon surrender of any Warrant for registration of transfer or for
exchange to the Warrant Agent, the Warrant Agent shall (subject to compliance
with Section 3.2(a)) promptly execute and deliver, and cause the Trustee, on
behalf of the Trust, to execute and deliver, in exchange therefor, a new Warrant
of like tenor and evidencing a like number of Warrants, in the name of such
Warrantholder or as such Warrantholder (upon payment by such Warrantholder of
any applicable transfer taxes or government charges) may direct; provided that
as a condition precedent for transferring the Warrants, the prospective
transferee shall deliver to the Trustee and the Depositor an executed copy of
the Transfer Letter in the form of Exhibit C hereto.

         (c) Any purported transfer of the Warrants (or any interest therein) in
violation of Section 3.2(a)(1) or Section 3.2(a)(2) hereof shall be void ab
initio and the purported transferee in such transfer shall not be recognized by
any Person as a holder of such Warrants for any purpose. The Depositor and the
Trustee shall each have the power to sell the Warrants (or any interest therein)
of a purported Warrantholder (or owner of any interest therein) who acquired its
interest in violation of Section 3.2(a)(1) or Section 3.2(a)(2) or who continues
to hold Warrants in violation of Section 3.2(a)(2).

         Section 3.3 Replacement of Warrants. Upon receipt of evidence
reasonably satisfactory to the Warrant Agent of the loss, theft, destruction or
mutilation of any Warrant and, in the case of any such loss, theft or
destruction of any Warrant, upon delivery of an indemnity bond in such
reasonable amount as the Warrant Agent may determine, or, in the case of any
such mutilation, upon the surrender of such Warrant for cancellation to the
Warrant Agent, the Warrant Agent shall execute and deliver, and cause the
Trustee, on behalf of the Trust, to execute and deliver, in lieu thereof, a new
Warrant of like tenor bearing a number not contemporaneously outstanding.

         Section 3.4 Execution and Delivery of Warrants by Trustee;
Authentication.

         The Trustee agrees and acknowledges that it will, concurrently with the
receipt by it of the Underlying Securities and the execution, authentication and
delivery of Units, cause to be executed, authenticated and delivered to or upon
the order of the Depositor, Warrants duly executed and authenticated by or on
behalf of the Trustee.

         The Trustee, on behalf of the Trust, hereby agrees (subject to
compliance with Article II) to execute and deliver such new Warrants issued in
accordance with Section 1.2 or this Article III as the Warrant Agent shall
request in accordance herewith.

         Upon surrender for registration of transfer of any Warrant at the
office or agency of the Trustee, if the requirements of Section 8-401 of the
Uniform Commercial Code are met to the Trustee's satisfaction, and subject to
the transfer restrictions set forth in this Schedule III, the Trustee shall
execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Warrants. All transfers of Warrants are subject to
the approval of the Trustee and the Trustee shall not register any transfer of
Warrants if such transfer would violate any provision of the Trust Agreement.

         Section 3.5 Federal Income Tax Matters. Each Warrantholder agrees to
treat each Warrant as a call option for federal income tax purposes.

                                   ARTICLE IV
                                  WARRANT AGENT


         Section 4.1 Limitation on Liability. The Warrant Agent shall be
protected and shall incur no liability for or in respect of any action taken,
suffered or omitted by it in connection with its administration of the Warrants
in reliance upon any instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent, certificate,
statement or other paper or document in good faith believed by it to be genuine
and to be signed, executed and, where necessary, verified and acknowledged, by
the proper Person or Persons. The Warrant Agent and any director, officer,
employee or agent of the Warrant Agent shall be indemnified by the Depositor to
the same extent that the Trustee is indemnified by the Depositor pursuant to
Section 10.05(b) of the Standard Terms.

         Section 4.2 Duties of Warrant Agent. The Warrant Agent undertakes only
the specific duties and obligations imposed hereunder upon the following terms
and conditions, by all of which the Depositor, the Trust, the Trustee and each
Warrantholder shall be bound:

         (a) The Warrant Agent may consult with legal counsel (who may be legal
counsel for the Depositor), and the opinion of such counsel shall be full and
complete authorization and protection to the Warrant Agent as to any action
taken or omitted by it in good faith and in accordance with such opinion,
provided the Warrant Agent shall have exercised reasonable care in the selection
by it of such counsel.

         (b) Whenever in the performance of its duties hereunder, the Warrant
Agent shall deem it necessary or desirable that any fact or matter be proved or
established by the Depositor or the Trustee prior to taking or suffering any
action hereunder, such fact or matter may be deemed to be conclusively proved
and established by a Depositor Order or a certificate signed by a Responsible
Officer of the Trustee and delivered to the Warrant Agent; and such certificate
shall be full authorization to the Warrant Agent for any action taken or
suffered in good faith by it hereunder in reliance upon such certificate.

         (c) The Warrant Agent shall be liable hereunder only for its own
negligence, willful misconduct or bad faith.

         (d) The Warrant Agent shall not be liable for or by reason of any of
the statements of fact or recitals contained herein or be required to verify the
same, but all such statements and recitals are and shall be deemed to have been
made by the Trust and the Depositor only.

         (e) The Warrant Agent shall not have any responsibility in respect of
and makes no representation as to the validity of the Warrants or the execution
and delivery thereof (except the due execution hereof by the Warrant Agent); nor
shall it be responsible for any breach by the Trust of any covenant or condition
contained in the Warrants; nor shall it by any act thereunder be deemed to make
any representation or warranty as to the Units to be purchased thereunder.

         (f) The Warrant Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from the
Chairman of the Board, the Chief Executive Officer, Chief Financial Officer,
Chief Operating Officer, President, a Vice President, a Senior Vice President, a
Managing Director, its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary of the Depositor, and any Responsible Officer of the
Trustee, and to apply to such officers for advice or instructions in connection
with its duties, and it shall not be liable for any action taken or suffered to
be taken by it in good faith in accordance with instructions of any such
officer.

         (g) The Warrant Agent and any shareholder, director, officer or
employee of the Warrant Agent may buy, sell or deal in any of the Warrants or
other securities of the Trust or otherwise act as fully and freely as though it
were not Warrant Agent hereunder, so long as such persons do so in full
compliance with all applicable laws. Nothing herein shall preclude the Warrant
Agent from acting in any other capacity for the Trust, the Depositor or for any
other legal entity.

         (h) The Warrant Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys or agents.

         (i) The Warrant Agent shall act solely as the agent of the Trust, the
Unitholders and the Warrantholders hereunder as respectively set forth herein.
The Warrant Agent shall not be liable except for the failure to perform such
duties as are specifically set forth herein, and no implied covenants or
obligations shall be read into the Warrants against the Warrant Agent, whose
duties shall be determined solely by the express provisions thereof. The Warrant
Agent shall not be deemed to be a fiduciary.

         (j) The Warrant Agent shall not be responsible for any failure on the
part of the Trustee to comply with any of its covenants and obligations
contained herein.

         (k) The Warrant Agent shall not be required to expend or risk its own
funds or otherwise incur financial liability in the performance of its duties
hereunder and shall not be under any obligation or duty to institute, appear in
or defend any action, suit or legal proceeding in respect hereof, in each case
unless first indemnified to its satisfaction, but this provision shall not
affect the power of the Warrant Agent to take such action as the Warrant Agent
may consider proper, whether with or without such indemnity. The Warrant Agent
shall promptly notify the Depositor and the Trustee in writing of any claim made
or action, suit or proceeding instituted against it arising out of or in
connection with the Warrants.

         (l) The Trustee will perform, execute, acknowledge and deliver or cause
to be performed, executed, acknowledged and delivered all such further acts,
instruments and assurances as may be required by the Warrant Agent in order to
enable it to carry out or perform its duties hereunder.

         Section 4.3 Change of Warrant Agent. The Warrant Agent may resign and
be discharged from its duties hereunder upon thirty (30) days' notice in writing
mailed to the Depositor and the Trustee by registered or certified mail, and to
the Warrantholders by first-class mail at the expense of the Depositor; provided
that no such resignation or discharge shall become effective until a successor
Warrant Agent shall have been appointed hereunder. The Depositor may remove the
Warrant Agent or any successor Warrant Agent upon thirty (30) days' notice in
writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may
be, and to the Warrantholders by first-class mail; provided further that no such
removal shall become effective until a successor Warrant Agent shall have been
appointed hereunder. If the Warrant Agent shall resign or be removed or shall
otherwise become incapable of acting, the Depositor shall promptly appoint a
successor to the Warrant Agent, which may be designated as an interim Warrant
Agent. If an interim Warrant Agent is designated, the Depositor shall then
appoint a permanent successor to the Warrant Agent, which may be the interim
Warrant Agent. If the Depositor shall fail to make such appointment of a
permanent successor within a period of thirty (30) days after such removal or
within sixty (60) days after notification in writing of such resignation or
incapacity by the resigning or incapacitated Warrant Agent or by the
Warrantholder, then the Warrant Agent or registered Warrantholder may apply to
any court of competent jurisdiction for the appointment of such a successor.

         Any successor to the Warrant Agent appointed hereunder must be rated in
one of the four highest rating categories by the Rating Agencies. Any entity
which may be merged or consolidated with or which shall otherwise succeed to
substantially all of the trust or agency business of the Warrant Agent shall be
deemed to be the successor Warrant Agent without any further action.

         Section 4.4 Warrant Agent Transfer Fee. The Warrant Agent will assess a
fee of $50.00 upon the issue of any new Warrant, such fee to be assessed upon
the new Warrantholder.


<PAGE>


                                                       EXHIBIT A TO SCHEDULE III

                           FORM OF WARRANT CERTIFICATE

              STRUCTURED ASSET TRUST UNIT REPACKAGINGS ("SATURNS")
                                  SERIES 2004-1
                                    WARRANTS


         EACH PURCHASER OR OTHER TRANSFEREE OF THIS WARRANT OR ANY INTEREST
HEREIN OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, IS DEEMED TO REPRESENT AND
WARRANT FOR THE BENEFIT OF THE TRUSTEE AND THE DEPOSITOR OF THE TRUST, AND EACH
DISTRIBUTION PARTICIPANT AS DEFINED IN THE TRUST AGREEMENT THAT SUCH PURCHASER
OR OTHER TRANSFEREE IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT AND OF THE TYPE SET FORTH IN THE WARRANT TRANSFER
LETTER.

         THE HOLDER, AND EACH FIDUCIARY WHICH CAUSES ANY PERSON TO ACQUIRE ANY
WARRANT, IN ITS INDIVIDUAL AS WELL AS ITS FIDUCIARY CAPACITY, WILL BE DEEMED BY
SUCH PURCHASE, HOLDING OR ACQUISITION, ON EACH DATE ON WHICH THE WARRANT IS HELD
BY SUCH PERSON, TO HAVE REPRESENTED THAT IT IS NOT A (I) "EMPLOYEE BENEFIT PLAN"
(AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA")) SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF TITLE I OF ERISA, (II) "PLAN" DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") SUBJECT TO SECTION 4975 OF THE
CODE, (III) ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A
PLAN'S INVESTMENT IN SUCH ENTITY OR OTHERWISE OR (IV) GOVERNMENTAL OR OTHER PLAN
SUBJECT TO REQUIREMENTS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION
4975 OF THE INTERNAL REVENUE CODE.

         EACH PERSON THAT ACQUIRES A WARRANT, AND EACH FIDUCIARY WHO CAUSES A
PERSON TO ACQUIRE A WARRANT, IN ITS INDIVIDUAL AS WELL AS ITS FIDUCIARY
CAPACITY, AGREES TO INDEMNIFY AND HOLD HARMLESS THE DEPOSITOR, THE WARRANT
AGENT, THE TRUSTEE, MS&CO. AND THEIR RESPECTIVE AFFILIATES FROM ANY COST,
DAMAGES, LOSS OR EXPENSE, INCURRED BY THEM AS A RESULT OF THE REPRESENTATIONS
MADE BY SUCH PERSON OR FIDUCIARY IN THIS PARAGRAPH NOT BEING TRUE.

         THIS WARRANT MAY BE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS
PROVIDED IN THE TRUST AGREEMENT FOR THE TRUST TO WHICH THIS WARRANT RELATES.

                  ANY PURPORTED TRANSFER OF THIS WARRANT CERTIFICATE (OR ANY
INTEREST HEREIN) IN VIOLATION OF SECTION 3.2(A)(1) OR SECTION 3.2(A)(2) OF
SCHEDULE III TO THE TRUST AGREEMENT SHALL BE VOID AB INITIO AND THE PURPORTED
TRANSFEREE IN SUCH TRANSFER SHALL NOT BE RECOGNIZED BY ANY PERSON AS A HOLDER OF
SUCH WARRANTS FOR ANY PURPOSE. THE DEPOSITOR AND THE TRUSTEE SHALL EACH HAVE THE
POWER TO SELL THE WARRANTS (OR ANY INTEREST HEREIN) OF A PURPORTED WARRANTHOLDER
(OR OWNER OF ANY INTEREST HEREIN) WHO ACQUIRED ITS INTEREST IN VIOLATION OF
SECTION 3.2(A)(1) OR SECTION 3.2(A)(2) OF SCHEDULE III TO THE TRUST AGREEMENT OR
WHO CONTINUES TO HOLD WARRANTS IN VIOLATION OF SECTION 3.2(A)(2) OF SCHEDULE III
OF THE TRUST AGREEMENT.

         THIS WARRANT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


Warrant No. 1                                                CUSIP No. 80410F110

REGISTERED INITIAL NUMBER: 60,000

AGGREGATE INITIAL NUMBER
OF ALL WARRANTS:  60,000


              STRUCTURED ASSET TRUST UNIT REPACKAGINGS ("SATURNS")
                                  SERIES 2004-1
                                    WARRANTS

         This certifies that [      ] is the registered owner of Warrants in the
number specified above.

         The Trust Property will be held in trust by the Trustee identified in
the Trust Agreement (the "Trust"). The Trust has been created pursuant to a
Trust Agreement, dated as of January 8, 2004 (the "Trust Agreement"), between
LaSalle Bank National Association, as Trustee of the Trust (the "Trustee"), and
MS Structured Asset Corp.

         To the extent not defined herein, all capitalized terms shall have the
meanings assigned to such terms in the Trust Agreement and the Terms Schedule
attached thereto. This Warrant is one of the Warrants described in the Trust
Agreement and is issued under and subject to the terms, provisions and
conditions of the Trust Agreement. By acceptance of this Warrant, the
Warrantholder assents to and becomes bound by the Trust Agreement.

         Each Warrant issued by the Trust represents a Call Option and Call
Right to purchase $1,000 Unit Principal Balance of Class A Units and the
Applicable Class B Equivalent Amount. Exercises on this Certificate will be made
in accordance with a written notice to the Warrant Agent specified in the Trust
Agreement.

         This Certificate does not purport to summarize the Trust Agreement and
reference is hereby made to the Trust Agreement for information with respect to
the rights, benefits, obligations and duties evidenced thereby. A copy of the
Trust Agreement may be examined during normal business hours at the Corporate
Trust Office of the Trustee, located at 135 South LaSalle Street, Suite 1625,
Chicago, Illinois 60603 and at such other places, if any, designated by the
Trustee, by any Warrantholder upon request.

         Reference is hereby made to the further terms of this Certificate set
forth on the reverse hereof, which further terms shall for all purposes have the
same effect as if set forth at this place.

         Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Trustee, by manual signature, this
Certificate shall not entitle the Warrantholder hereof to any benefit under the
Trust Agreement or be valid for any purpose.

         IN WITNESS WHEREOF, the Trustee, on behalf of the Trust, and not in its
individual capacity, has caused this Certificate to be duly executed.

                            SATURNS TRUST NO. 2004-1


                            BY: LASALLE BANK NATIONAL
                                  ASSOCIATION,
                                   as Trustee


                            By:
                                 ------------------------------
                                 Authorized Signatory

DATED:

[SEAL]


Trustee's Certificate of
Authentication:

                      This is one of the Warrants referred
                      to in the within-mentioned Agreement.


                            LASALLE BANK NATIONAL ASSOCIATION,
                            as Authenticating Agent


                            By:
                                 ------------------------------
                                 Authorized Signatory


<PAGE>


              STRUCTURED ASSET TRUST UNIT REPACKAGINGS ("SATURNS")

                                  SERIES 2004-1

         The Trust Agreement permits the amendment thereof, in certain
circumstances, without the consent of the Warrantholders of any of the
Certificates.

         As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registerable in the
Warrant Register upon surrender of this Certificate for registration of transfer
at the office or agency maintained by the Trustee in Chicago, Illinois,
accompanied by a written instrument of transfer and, if applicable, a transfer
letter in form and substance satisfactory to the Trustee duly completed and
executed by the Warrantholder hereof or such Warrantholder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized
denominations evidencing the same aggregate interest in the Trust will be issued
to the designated transferee.

         As provided in the Trust Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates
representing different numbers of Warrants which evidence the same aggregate
Warrants, as requested by the Warrantholder surrendering the same. No service
charge will be made for any such registration of transfer or exchange, but the
Trustee may require payment of a sum sufficient to cover any tax or governmental
charges payable in connection therewith.

         The Depositor, the Trustee and any agent of the Depositor or the
Trustee may treat the person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Trustee, or any
such agent shall be affected by any notice to the contrary.

         Notwithstanding anything contained in the Trust Agreement to the
contrary the Trust Agreement has been accepted by LaSalle Bank National
Association not in its individual capacity but solely as Trustee and in no event
shall LaSalle Bank National Association have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Depositor thereunder or in any of the certificates, notices or agreements
delivered pursuant thereto, as to all of which recourse shall be had solely to
the assets of the Depositor, and under no circumstances shall LaSalle Bank
National Association be personally liable for the payment of any indebtedness or
expenses of the Trust. The Warrants do not represent interests in or obligations
of the Trustee and the Trustee shall not be responsible or accountable for any
tax, accounting or other treatment proposed to be applied to the Warrants or any
interest therein except as expressly provided in the Trust Agreement.


<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE


---------------------------------------------------------------------------

(Please print or typewrite name and address, including postal zip code,
of assignee)

----------------------------------------------------------------------------

the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

----------------------------------------------------------------------------

Attorney to transfer said Certificate on the books of the Certificate Registrar,
with full power of substitution in the premises.

Dated:

         _______________________________ */
                                         -


 ---------------

         */ NOTICE: The signature to this assignment must correspond with the
name as it appears upon the face of the within Certificate in every particular,
without alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member of the New York Stock Exchange or a commercial bank or
trust company.


<PAGE>


                                                       EXHIBIT B TO SCHEDULE III

             FORM OF EXCERCISE NOTICE AND CERTIFICATION OF SOLVENCY

                                                                          [DATE]

LaSalle Bank National Association
135 S. LaSalle Street
Chicago, Illinois 60603

MS Structured Asset Corp.
1585 Broadway
New York, New York 10036

Re:      Structured Asset Trust Unit Repackagings ("SATURNS"), Series 2004-1

Ladies and Gentlemen:

         We hereby give notice of our intend to acquire __________ Unit
Principal Balance of Class A Units and the Applicable Class B Equivalent Amount
of Class B Units for settlement on _________ (the "Call Date"). [We hereby
direct the Trustee and the Warrant Agent to treat this exercise [up to]
__________ Unit Principal Balance of Class A Units and an Applicable Class B
Equivalent Amount of Class B Units as an exercise in connection with a
[redemption][tender offer] up to the maximum amount allocable to us in
connection with this exercise.]

         We certify that our assets exceed our liabilities, that we are able to
meet our obligations as they come due, and that we are not subject to any
bankruptcy or insolvency proceeding.

                                                [WARRANTHOLDER]



                                                By:
                                                   -----------------------------
                                                Name:
                                                Title:


<PAGE>


                                                       EXHIBIT C TO SCHEDULE III

                         FORM OF WARRANT TRANSFER LETTER

                                     [DATE]

LaSalle Bank National Association
135 S. LaSalle Street
Chicago, Illinois 60603

MS Structured Asset Corp.
1585 Broadway
New York, New York 10036

Re:      Structured Asset Trust Unit Repackagings ("SATURNS"), Series 2004-1

Ladies and Gentlemen:

         In connection with its proposed purchase of Warrants (the "Warrants")
which represent the right to call $______________ aggregate Unit Principal
Balance of SATURNS 2004-1 Verizon Global Funding Corp. Debenture-Backed Class A
Units and the Applicable Class B Equivalent Amount of SATURNS 2004-1 Verizon
Global Funding Corp. Debenture-Backed Class B Units, the undersigned transferee
(the "Transferee") confirms that:

         1. The Transferee understands that substantial risks are involved in an
investment in the Warrants. The Transferee represents that in making its
investment decision to acquire the Warrants, the Transferee has not relied on
representations, warranties, opinions, projections, financial or other
information or analysis, if any, supplied to it by any person, including MS&Co.,
MS Structured Asset Corp., as depositor (the "Depositor"), or LaSalle Bank
National Association, as trustee (the "Trustee"), or any of your or their
affiliates, except as expressly contained in written information, if any. The
Transferee has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the
Warrants, and the Transferee is able to bear the substantial economic risks of
such an investment. The Transferee has relied upon its own tax, legal and
financial advisors in connection with its decision to purchase the Warrants.

         2. Such Transferee (A) is a "qualified institutional buyer" (as defined
in Rule 144A of the Securities Act) that (1) is not a broker-dealer that owns
and invests on a discretionary basis less than $25 million in securities of
issuers that are not affiliated persons of the dealer and (2) is not a plan
referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A or a trust
fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of
such a plan, if investment decisions with respect to the plan are made by the
beneficiaries of the plan, (B) is aware that the sale or transfer of the
Warrants to it may be made to it in reliance on the exemption from registration
provided by Rule 144A under the Securities Act and (C) is acquiring the Warrants
for its own account or for one or more accounts, each of which is a qualified
institutional buyer, and as to each of which the Transferee exercises sole
investment discretion, and in each case in accordance with any applicable
securities laws of any state of the United States and other jurisdictions.

         3. The Transferee understands that the Warrants have not been and will
not be registered under the 1933 Act or under the securities or blue sky laws of
any state, and that (i) if it decides to resell, pledge or otherwise transfer
any Security, such resale, pledge or other transfer must comply with the
provisions of the Trust Agreement relating to the Warrants and (ii) it will, and
each subsequent holder will be required to, notify any purchaser of any Warrant
from it of the resale restrictions in the Trust Agreement.

         4. The Transferee understands that each of the Warrants will bear a
legend substantially to the following effect, unless otherwise agreed by the
Depositor and the Trustee:

         EACH PURCHASER OR OTHER TRANSFEREE OF THIS WARRANT OR ANY INTEREST
HEREIN OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, IS DEEMED TO REPRESENT AND
WARRANT FOR THE BENEFIT OF THE TRUSTEE AND THE DEPOSITOR OF THE TRUST, AND EACH
DISTRIBUTION PARTICIPANT AS DEFINED IN THE TRUST AGREEMENT THAT SUCH PURCHASER
OR OTHER TRANSFEREE IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT.

         THE HOLDER, AND EACH FIDUCIARY WHICH CAUSES ANY PERSON TO ACQUIRE ANY
WARRANT, IN ITS INDIVIDUAL AS WELL AS ITS FIDUCIARY CAPACITY, WILL BE DEEMED BY
SUCH PURCHASE, HOLDING OR ACQUISITION, ON EACH DATE ON WHICH THE WARRANT IS HELD
BY SUCH PERSON, TO HAVE REPRESENTED THAT IT IS NOT A (I) "EMPLOYEE BENEFIT PLAN"
(AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA")) SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF TITLE I OF ERISA, (II) "PLAN" DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") SUBJECT TO SECTION 4975 OF THE
CODE, (III) ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A
PLAN'S INVESTMENT IN SUCH ENTITY OR OTHERWISE OR (IV) GOVERNMENTAL OR OTHER PLAN
SUBJECT TO REQUIREMENTS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION
4975 OF THE INTERNAL REVENUE CODE.

         EACH PERSON THAT ACQUIRES A WARRANT, AND EACH FIDUCIARY WHO CAUSES A
PERSON TO ACQUIRE A WARRANT, IN ITS INDIVIDUAL AS WELL AS ITS FIDUCIARY
CAPACITY, AGREES TO INDEMNIFY AND HOLD HARMLESS THE DEPOSITOR, THE TRUSTEE, THE
WARRANT AGENT, MS&CO. AND THEIR RESPECTIVE AFFILIATES FROM ANY COST, DAMAGES,
LOSS OR EXPENSE, INCURRED BY THEM AS A RESULT OF THE REPRESENTATIONS MADE BY
SUCH PERSON OR FIDUCIARY IN THIS PARAGRAPH NOT BEING TRUE.

         THIS WARRANT MAY BE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS
PROVIDED IN THE TRUST AGREEMENT FOR THE TRUST TO WHICH THIS WARRANT RELATES.

         ANY PURPORTED TRANSFER OF THIS WARRANT CERTIFICATE (OR ANY INTEREST
HEREIN) IN VIOLATION OF SECTION 3.2(A)(1) OR SECTION 3.2(A)(2) OF SCHEDULE III
TO THE TRUST AGREEMENT SHALL BE VOID AB INITIO AND THE PURPORTED TRANSFEREE IN
SUCH TRANSFER SHALL NOT BE RECOGNIZED BY ANY PERSON AS A HOLDER OF SUCH WARRANTS
FOR ANY PURPOSE. THE DEPOSITOR AND THE TRUSTEE SHALL EACH HAVE THE POWER TO SELL
THE WARRANTS (OR ANY INTEREST HEREIN) OF A PURPORTED WARRANTHOLDER (OR OWNER OF
ANY INTEREST HEREIN) WHO ACQUIRED ITS INTEREST IN VIOLATION OF SECTION 3.2(A)(1)
OR SECTION 3.2(A)(2) OF SCHEDULE III TO THE TRUST AGREEMENT OR WHO CONTINUES TO
HOLD WARRANTS IN VIOLATION OF SECTION 3.2(A)(2) OF SCHEDULE III OF THE TRUST
AGREEMENT.

         THIS WARRANT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         5. The Transferee and each fiduciary which causes the Transferee to
acquire any Warrant, in its individual as well as its fiduciary capacity,
represents and agrees that the Transferee is NOT a Plan, is NOT a governmental
or other plan subject to restrictions substantially similar to Title I of ERISA
or Section 4975 of the Code, and is NOT acquiring the Warrants with the assets
of any such Plan or other plan. The Transferee and each such fiduciary
understands that the representations made in this section 5 will be deemed made
on each day from the date hereof through and including the date on which the
Transferee disposes of the Warrants. The Transferee and each fiduciary who
causes the Transferee to acquire a Warrant, in its individual as well as its
fiduciary capacity, agrees to indemnify and hold harmless the Depositor, the
Trustee, the Warrant Agent, MS&Co., each Distribution Participant and their
respective affiliates from any cost, damages, loss or expense, incurred by them
as a result of the representations made in this paragraph not being true.

         6. The Transferee understands that no subsequent transfer of the
Warrants is permitted unless such transfer is to a transferee who will own,
after giving effect to such transfer and any other simultaneous transfers, at
least 250 Warrants and the Transferee causes the proposed transferee to provide
to the Depositor and the Trustee such documentation as may be required pursuant
to Section 3.2 of the Warrant Agent Agreement, including, if required, a letter
substantially in the form hereof, or such other written statement as the
Depositor shall reasonably prescribe.

         7. The Transferee is a Person who is either:

         A. (1) a citizen or resident of the United States, (2) a corporation,
partnership or other entity organized in or under the laws of the United States
or any political subdivision thereof, or (3) an estate the income of which is
includible in gross income for federal income tax purposes regardless of source,
or (4) a trust if a court within the United States is able to exercise primary
supervision of the administration of the trust and one or more United States
persons have the authority to control all substantial decisions of the trust, or

         B. a Person not described in (A), whose ownership of such Warrant is
effectively connected with such Person's conduct of a trade or business within
the United States within the meaning of the Internal Revenue Code of 1986, as
amended (the "Code"), and its ownership of any interest in such Warrant will not
result in any withholding obligation with respect to any payments with respect
to the Warrants by any Person (other than withholding, if any, under Section
1446 of the Code), or

         C. a Person not described in (A) or (B) above, who is not a Person: (1)
that owns, directly or indirectly, 10% or more of the total combined voting
power of all classes of stock in the Underlying Securities Issuer (as defined in
Schedule II to the Trust Agreement) entitled to vote, (2) that is a controlled
foreign corporation related to the Underlying Securities Issuer within the
meaning of Section 864(d)(4) of the Code, or (3) that is a bank extending credit
pursuant to a loan agreement entered into in the ordinary course of its trade or
business.

         8. The Transferee agrees that (i) if it is a Person described in clause
(A) above, it will furnish to the Depositor and the Trustee a properly executed
IRS Form W-9, and (ii) if it is a Person described in clause (B) above, it will
furnish to the Depositor and the Trustee a properly executed IRS Form W-8ECI,
and (iii) if it is a Person described in clause (C) above, it will furnish to
the Depositor and the Trustee a properly executed IRS Form W-8BEN (or, if the
Transferee is treated as a partnership for federal income tax purposes, a
properly executed IRS Form W-8IMY with appropriate certification for all
partners or members attached). The Transferee also agrees that it will provide a
new IRS form upon the expiration or obsolescence of any previously delivered
form, and that it will provide such other certifications, representations or
Opinions of Counsel as may be requested by the Depositor and the Trustee.

         9. The Transferee understands that any acquisition of Warrants (or any
interest therein) in violation of Section 3.2(a)(1) (addressed in paragraph 2
hereof) or Section 3.2(a)(2) (addressed in paragraph 5 hereof) of Schedule III
to the Trust Agreement shall be void ab initio and the purported transferee in
such transfer shall not be recognized by any Person as a holder of such Warrants
for any purpose. The Transferee understands that the Depositor and the Trustee
shall each have the power to sell the Warrants (or any interest therein) of a
purported Warrantholder (or owner of any interest therein) who acquired its
interest in violation of Section 3.2(a)(1) or Section 3.2(a)(2) of Schedule III
to the Trust Agreement or who continues to hold Warrants in violation of Section
3.2(a)(2) of Schedule III to the Trust Agreement.



<PAGE>


         You and the Trustee are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry with respect
to the matters covered hereby.

                                                     Very truly yours,

                                                     [Name of Transferee]



                                                     By:
                                                        ------------------------
                                                        Name:
                                                       Title:


Registered Name:
                           -------------------
Address:
                           -------------------

                           -------------------
Payment Instructions:
                           -------------------