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. 2003-10

Date of Trust Agreement:                    July 24, 2003

Trustee:                                    LaSalle Bank National Association

Initial Unit Principal Balance
of the Units:                               $25,148,375

Issue Price:                                100%

Number of Units:                            1,005,935 (Unit Principal Balance
                                            of $25 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
                                            Units as described in the Warrant
                                            Terms. Warrants may be issued in
                                            fractional increments.

Callable Series:                            All Units issued hereby are subject
                                            to Call Options and Call Rights
                                            granted in favor of Warrantholders.
                                            All 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 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
                                            Units shall be canceled.

First Regular Call Date:                    As defined in Schedule III.

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

Cut-off Date:                               Closing Date

Closing Date:                               July 24, 2003

Specified Currency:                         United States dollars

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

Interest Rate:                              7.75% per annum on the basis of a
                                            360 day year consisting of twelve 30
                                            day months.

Interest Reset Period:                      Not Applicable

Rating:                                     Baa2 by Moody's, negative outlook

                                            BBB by S&P, negative outlook

Rating Agencies:                            Moody's and S&P

Scheduled Final Distribution Date:          January 15, 2028. 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 Units.

                                            The 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 Units to be redeemed
                                            in full from the proceeds of such
                                            partial redemption or called in full
                                            from the proceeds of such partial
                                            exercise. If sufficient funds are
                                            not available to redeem each such
                                            redeemed Unit in full, one Unit may
                                            be fractionally redeemed as a result
                                            of each such partial redemption or
                                            exercise.

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

                                            Unitholders shall also be entitled
                                            to any residual amounts not
                                            otherwise allocated under the Trust
                                            Agreement.

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 Date:                          Each January 15 and July 15, or the
                                            next succeeding Business Day if such
                                            day is not a Business Day,
                                            commencing January 15, 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 accrued and
                                            unpaid interest on the Units, 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 Units
                                            being called,

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

                                            THIRD, to the payment of $1.50 on
                                            each 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 any
                                            accrued and unpaid Expense
                                            Administrator's Fee, including the
                                            Expense Administrator Make-Whole
                                            Amount, if any, and

                                            FIFTH, 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 FOURTH 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 Units
                                            being redeemed,

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

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

                                            FOURTH, any remaining amounts, if
                                            any, on or prior to the Expiration
                                            Date for the Warrants to the
                                            Warrantholders, as payment of any
                                            Warrant Termination Payment and
                                            after such Expiration Date, on the
                                            Units, pro rata.

                                            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 Units, and for this purpose
                                            the Units will have a claim equal to
                                            their Unit Principal Balance plus
                                            accrued and unpaid interest, if any,
                                            in full satisfaction of the claims
                                            of the Units,

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

                                            THIRD, any remaining amounts, if
                                            any, on or prior to the Expiration
                                            Date for the Warrants to the
                                            Warrantholders, as payment of any
                                            Warrant Termination Payment and
                                            after such Expiration Date, on the
                                            Units, pro rata.

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.

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".

                                            In addition, the Expense
                                            Administrator be entitled to, as
                                            part of its fee, and shall own, that
                                            portion of the Underlying Securities
                                            surrendered by a Warrantholder or
                                            the Depositor.

                                            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:                          If any exercise of Warrants 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 Units to be called and
                                            divided by the Initial Unit
                                            Principal Balance of the Units.

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

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.

Surrender of Warrants and Units:            A Warrantholder holding less than
                                            three (3.000) Warrants may surrender
                                            such Warrants at any time to the
                                            Trustee for cancellation with no
                                            further obligation upon the Trust or
                                            the Warrantholder with respect to
                                            the surrendered Warrants.

                                            A Warrantholder (including for this
                                            purpose any person who was at any
                                            time a Warrantholder) holding less
                                            than 120 Units (including fractional
                                            Units) may surrender such Units at
                                            any time to the Trustee for
                                            cancellation with no further
                                            obligation upon the Trust or the
                                            Warrantholder as Unitholder with
                                            respect to such surrendered Units.

                                            The Depositor, if holding less than
                                            120 Units (including fractional
                                            Units), may surrender such Units at
                                            any time to the Trustee for
                                            cancellation with no further
                                            obligation upon the Trust or the
                                            Depositor as Unitholder with respect
                                            to such surrendered Units.

                                            The surrender of Units by a
                                            Warrantholder or the Depositor shall
                                            constitute a surrender to the
                                            Expense Administrator of the portion
                                            of the Underlying Securities
                                            corresponding to the Units so
                                            cancelled and such portion shall be
                                            owned by the Expense Administrator
                                            and considered part of its fee.

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 by
                                            the Underlying Security Issuer 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 (with such consent
                                            conditioned upon receipt of an
                                            amount calculated in a manner
                                            consistent with the Expense
                                            Administrator Make-Whole Amount).

                                            The Depositor may retain Units,
                                            including a fractional Unit, if
                                            necessary in connection with such
                                            exchange corresponding to the
                                            Warrant Unit Principal Mismatch
                                            Amount or surrender to the Expense
                                            Administrator an amount of
                                            Underlying Securities equal to the
                                            Warrant Unit Principal Mismatch
                                            Amount.

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.

                                            The applicable Warrantholder may
                                            retain Units, including a fractional
                                            Unit, if necessary in connection
                                            with such exchange corresponding to
                                            the Warrant Unit Principal Mismatch
                                            Amount or surrender to the Expense
                                            Administrator an amount of
                                            Underlying Securities equal to the
                                            Warrant Unit Principal Mismatch
                                            Amount.

Warrant Unit Principal
Mismatch Amount:                            An amount equal to (x) the
                                            applicable Corresponding Underlying
                                            Security Amount reduced by (y) the
                                            next lesser minimum increment of
                                            applicable aggregate principal
                                            balance of the Underlying Securities
                                            that the Trustee may deliver to or
                                            with respect to, as applicable, the
                                            Depositor or the applicable
                                            Warrantholder pursuant to applicable
                                            minimum denomination requirements
                                            related to the transactions (whether
                                            by delivery to the Depositor, the
                                            Warrantholder, the Underlying
                                            Security Issuer, the tender offeror,
                                            or otherwise as permitted under this
                                            Trust Agreement, as applicable) in
                                            the Underlying Securities.

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 $48,725.

                                            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.

Additional Terms                            Section 12.10 of the Standard Terms
                                            shall be incorporated herein and
                                            shall read as follows: "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 Warrantholder 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."

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.

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.


<PAGE>



                                   Schedule II
                            (Terms of Trust Property)

Underlying Securities:                      The Hertz Corporation 7.00%
                                            debentures due January 15, 2028

Underlying Security Issuer:                 The Hertz Corporation

Principal Amount:                           $28,000,000

Underlying Security Rate:                   7.00%

Credit Ratings:                             Baa2 by Moody's, negative outlook

                                            BBB by S&P, negative outlook

Listing:                                    None

Underlying Security
Issuance Agreement:                         An indenture dated as of December 1,
                                            1994 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:                 $24,426,201

Underlying Security
Payment Date:                               Each January 15 and July 15

Original Issue Date:                        The Underlying Securities were
                                            issued on or about January 14, 1998.

Maturity Date:                              January 15, 2028

Sinking Fund Terms:                         Not Applicable

Redemption Terms:                           The Underlying Securities do not
                                            provide for redemption. All
                                            references in the Trust Agreement
                                            and Schedule I and Schedule III to
                                            redemption and provisions relating
                                            thereto shall not apply.

CUSIP No.:/ISIN No.                         428040BJ7

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

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


<PAGE>





                                  Schedule III
                            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 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 Unit), (ii) accrued and unpaid interest on
the applicable Units being called and (iii) the applicable Expense Administrator
Make-Whole Amount. Subject to satisfaction of the other conditions contained in
this Trust Agreement (including without limitation the minimum amount of
Warrants that may be exercised), Warrants shall be exercised in minimum
fractional increments of 0.025 Warrant (corresponding to $25.00 of Units). In
addition, a fractional Warrant existing in a fractional increment of less than
0.025 Warrant may be exercised.

         (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 Distribution Date corresponding to January 15,
2025.

         (d) First Regular Call Date. July 24, 2008.

         (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 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 $250,000 Unit Principal Balance of
Units.

         A Call Notice also constitutes a notice of exchange of Units to be
obtained by a Warrantholder as a result of such exercise for Trust Property
pursuant to Schedule I of the Trust Agreement and Section 5.12(d) of the
Standard Terms. The Call Notice shall specify whether the applicable
Warrantholder shall surrender to the Expense Administrator an amount of
Underlying Securities equal to the applicable Warrant Unit Principal Mismatch
Amount in connection with any exercise or deemed exercise.

         (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 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 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 2003-10
                                    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 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. [                     ]

REGISTERED INITIAL NUMBER: [          ]

AGGREGATE INITIAL NUMBER
OF ALL WARRANTS:  [          ]


              STRUCTURED ASSET TRUST UNIT REPACKAGINGS ("SATURNS")
                                 SERIES 2003-10
                                    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 July 24, 2003 (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 Units. 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. 2003-10


                                               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 2003-10

                  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, o
f 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 2003-10

Ladies and Gentlemen:

         We hereby give notice of our intend to acquire __________ Unit
Principal Balance of 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 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 hereby surrender to the Expense
Administrator an amount of Underlying Securities equal to the Warrant Unit
Principal Mismatch Amount. ]

         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 2003-10

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 2003-10 The Hertz Corporation Debenture-Backed 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 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, at least $250,000 of Units (by Unit
Principal Balance) with respect to the 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.

         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:
                       -------------------