Exhibit 4.1




               STRATS(SM) CERTIFICATES SERIES SUPPLEMENT 2006-2

                                    between





                   SYNTHETIC FIXED-INCOME SECURITIES, INC.,
                                  as Trustor





                                      and





                             THE BANK OF NEW YORK,
                    as Trustee and Securities Intermediary







      STRATS(SM) TRUST FOR GOLDMAN SACHS GROUP SECURITIES, SERIES 2006-2


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                                                TABLE OF CONTENTS

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PRELIMINARY STATEMENT.............................................................................................1

Section 1.        Certain Defined Terms...........................................................................1

Section 2.        Creation and Declaration of Trust; Sale of Underlying Securities; Acceptance by
                  Trustee.........................................................................................6

Section 3.        Designation.....................................................................................6

Section 4.        Date of the Certificates........................................................................7

Section 5.        Certificate Stated Amount and Denominations.....................................................7

Section 6.        Currency of the Certificates....................................................................7

Section 7.        Form of Securities..............................................................................7

Section 8.        Swap Payments; Collateral Account...............................................................7

Section 9.        Certain Provisions of Base Trust Agreement Not Applicable.......................................8

Section 10.       Distributions...................................................................................8

Section 11.       Termination of Trust...........................................................................11

Section 12.       Limitation of Powers and Duties................................................................11

Section 13.       Compensation of Trustee........................................................................12

Section 14.       Modification or Amendment of the Base Trust Agreement, the Series Supplement or
                  the Swap Agreement.............................................................................13

Section 15.       Assignment of Rights under the Swap Agreement or IRFC Contracts................................14

Section 16.       Accounting.....................................................................................14

Section 17.       No Investment of Amounts Received on Underlying Securities.....................................14

Section 18.       No Event of Default............................................................................14

Section 19.       Notices........................................................................................14

Section 20.       Access to Certain Documentation................................................................15

Section 21.       Advances.......................................................................................15


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Section 22.       Ratification of Agreement......................................................................15

Section 23.       Counterparts...................................................................................16

Section 24.       Governing Law..................................................................................16

Section 25.       Certificate of Compliance......................................................................16

Section 26.       Certain Filing to be Made by the Trustee.......................................................16

Section 27.       Establishment of Accounts......................................................................16

Section 28.       Statement of Intent............................................................................17

Section 29.       Filing of Partnership Returns..................................................................17

Section 30.       "Financial Assets" Election....................................................................17

Section 31.       Trustee's Entitlement Orders...................................................................17

Section 32.       Conflict with Other Agreements.................................................................18

Section 33.       Additional Trustee and Securities Intermediary Representations.................................18

Section 34.       Additional Trustor Representations.............................................................18

Section 35.       Assessment and Attestation Requirements........................................................19

Section 36.       Additional Rights of the Swap Counterparty.....................................................19

Section 37.       Modification of Certain Provisions of Base Trust Agreement.....................................19

Section 38.       Evidence of Integration for Tax Purposes.......................................................19

Section 39.       Optional Exchange..............................................................................20

Section 40.       Identification of Straddle for Tax Purposes....................................................21

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Exhibit A -- Identification of the Underlying Securities as of Closing Date
Exhibit B -- Terms of the Certificates as of Closing Date
Exhibit C -- Form of Certificates
Exhibit D -- Form of Swap Agreement
Exhibit E -- Evidence of Integration for Tax Purposes
Exhibit F -- Form of IRFC Contracts


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      STRATS(SM) SERIES SUPPLEMENT 2006-2, dated as of March 31, 2006 (this
      "Series Supplement"), between SYNTHETIC FIXED-INCOME SECURITIES,
      INC., a Delaware corporation, as Trustor (the "Trustor"), and THE
      BANK OF NEW YORK, a New York banking corporation as trustee (the
      "Trustee") and as securities intermediary (the "Securities
      Intermediary").


                             PRELIMINARY STATEMENT

          Pursuant to the Base Trust Agreement, dated as of February 28, 2006
(the "Base Trust Agreement" and, as supplemented pursuant to the Series
Supplement, the "Agreement"), between the Trustor and the Trustee, such
parties may at any time and from time to time enter into a series supplement
supplemental to the Base Trust Agreement for the purpose of creating a trust.
Section 5.13 of the Base Trust Agreement provides that the Trustor may at any
time and from time to time direct the Trustee to authenticate and deliver, on
behalf of any such trust, a new Series of trust certificates. Each trust
certificate of such new Series of trust certificates will represent a
fractional undivided beneficial interest in such trust. Certain terms and
conditions applicable to each such Series are to be set forth in the related
series supplement to the Base Trust Agreement.

          Pursuant to this Series Supplement, the Trustor and the Trustee
shall create and establish a new trust to be known as STRATS(SM) Trust For
Goldman Sachs Group Securities, Series 2006-2, and a new Series of trust
certificates to be issued thereby, which certificates shall be known as the
STRATS(SM) Certificates, Series 2006-2, and the Trustor and the Trustee shall
herein specify certain terms and conditions in respect thereof. The Trust
shall also enter into a swap agreement (the "Swap Agreement") pursuant to
which the Trust will exchange interest payments due on the Underlying
Securities for payments from the Swap Counterparty which will be passed
through to the Certificateholders and interest rate forward contracts (the
"IRFC Contracts") pursuant to which the IRFC Counterparty (as defined herein)
will be obligated to make certain payments to the Trust for each of the first
thirteen Distribution Dates which will be passed through to the
Certificateholders.

          The STRATS(SM) Certificates, Series 2006-2 shall be floating rate
Certificates (the "Certificates") issued in the form thereof set forth in
Exhibit C.

          On behalf of and pursuant to the authorizing resolutions of the
Board of Directors of the Trustor, an authorized officer of the Trustor has
authorized the execution, authentication and delivery of the Certificates, and
has authorized the Base Trust Agreement, the Swap Agreement (as defined
below), and this Series Supplement in accordance with the terms of Section
5.13 of the Base Trust Agreement.

                    Section 1. Certain Defined Terms. (a) All terms used in
          this Series Supplement that are defined in the Base Trust Agreement,
          either directly or by reference therein, have the meanings assigned
          to such terms therein, except to the extent such terms are defined
          or modified in this Series Supplement or the


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          context requires otherwise. The Base Trust Agreement also contains
          rules as to usage which shall be applicable hereto.

          (b) Pursuant to Article I of the Base Trust Agreement, the meaning
of certain defined terms used in the Base Trust Agreement shall, when applied
to the trust certificates of a particular Series, be as defined in Article I
but with such additional provisions and modifications as are specified in the
related series supplement. With respect to the Certificates, the following
definitions shall apply:

          "Acceleration": The acceleration of the maturity of the Underlying
Securities after the occurrence of any default on the Underlying Securities
other than a Payment Default.

          "Accounts": Collectively the Certificate Account and the Collateral
Account.

          "Affected Party": Shall have the meaning provided under the Swap
Agreement.

          "Agreement": Agreement shall have the meaning specified in the
Preliminary Statement to this Series Supplement.

          "Base Trust Agreement": Base Trust Agreement shall have the meaning
specified in the Preliminary Statement to this Series Supplement.

          "Business Day": Any day other than a Saturday, Sunday or a day on
which banking institutions in New York, New York are authorized or obligated
by law, executive order or governmental decree to be closed.

          "Calculation Agent": Wachovia Bank, National Association, in its
capacity as calculation agent under the Swap Agreement.

          "Certificate Account": With respect to this Series, the Eligible
Account, which shall be a securities account established and maintained by the
Securities Intermediary in the Trustee's name, to which the Underlying
Securities and all payments made on or with respect to the related Underlying
Securities and all payments made to the Trust on or with respect to the Swap
Agreement shall be credited.

          "Certificateholder" or "Holder": With respect to any Certificate,
the Holder thereof.

          "Certificateholders" or "Holders": The Holders of the Certificates.

          "Certificates": Certificates shall have the meaning specified in the
Preliminary Statement to this Series Supplement.

          "Closing Date": March 31, 2006.

          "Collateral Account": With respect to this Series, the Eligible
Account, which shall be a securities account established and maintained by the
Securities Intermediary in the


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Trustee's name, to which any Posted Collateral and all proceeds thereof shall
be credited in accordance with the Swap Agreement.

          "Collection Period": The period from (but excluding) the preceding
Distribution Date (or, in the case of the first Distribution Date, from and
including the Closing Date), through and including the current Distribution
Date.

          "Corporate Trust Office": The Bank of New York, 101 Barclay Street,
New York, NY 10286 or such other corporate trust office as the Trustee shall
designate in writing to the Trustor and the Certificateholders.

          "Defaulting Party": Shall have the meaning provided under the Swap
Agreement.

          "Depositary": The Depositary Trust Company.

          "Depositor": The Trustor acting specifically with respect to the
conveyance of the Underlying Securities under this Series Supplement.

          "Distribution Date": Any Scheduled Distribution Date, the Maturity
Date or any Underlying Securities Default Distribution Date or, if applicable,
any Underlying Securities Redemption Distribution Date.

          "Interest Collections": For any Distribution Date, the sum of (i)
all amounts received during the Collection Period ending on such Distribution
Date from the Swap Counterparty pursuant to the Swap Agreement and from the
IRFC Counterparty pursuant to the IRFC Contracts and (ii) any amounts
representing interest on the Underlying Securities that are actually received
by the Trust pursuant to the Underlying Securities on such Distribution Date
and not required to be paid to the Swap Counterparty pursuant to the Swap
Agreement.

          "IRFC Contracts": The ISDA Master Agreement (including the Schedule
thereto) dated as of the Closing Date, between the Trust and Wachovia Bank,
N.A., in its capacity as the IRFC counterparty, as supplemented by
Confirmation Number 1387076, 1387081, 1387088, 1387082, 1387085, 1387079,
1387086, 1387084, 1387087,1387089, 1387090, 1387080, 1387083, in the form
attached hereto as Exhibit F.

          "IRFC Counterparty": Wachovia Bank, N.A., or any permitted successor
or assign thereto.

          "IRFC Liquidation Amounts": The meaning provided in Section 10(b) of
this Series Supplement.

          "Maturity Date": February 15, 2033.

          "Optional Exchange": Any exchange of Certificates held by the
Depositor for Underlying Securities under Section 39 of this Series
Supplement.

          "Payment Default": A default by the Underlying Securities Issuer in
the payment of any amount due on the Underlying Securities after the same
becomes due and payable on any


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Underlying Securities Payment Date (and the expiration of any applicable grace
period on the Underlying Securities).

          "Place of Distribution": New York, New York.

          "Posted Collateral": Shall have the meaning provided under the Swap
Agreement.

          "Rating Agency": S&P and any successor thereto. References to "the
Rating Agency" in the Agreement shall be deemed to be such credit rating
agency.

          "Record Date": With respect to any Distribution Date, the day
immediately preceding such Distribution Date.

          "Regulation AB": Regulations promulgated by the Securities and
Exchange Commission and codified under 17 C.F.R. Subpart 229.1100.

          "S&P": Standard & Poor's Ratings Services or any successor thereto.

          "Scheduled Distribution Date": (i) For so long as the Swap Agreement
shall not have been terminated the 15th day of each calendar month, or, if any
such day is not a Business Day, then the immediately following Business Day,
commencing April 17, 2006, until the date on which the Certificates have been
retired; provided, however, that payment on each Scheduled Distribution Date
shall be subject to prior payment of interest or principal, as applicable, on
the Underlying Securities or

          (ii) upon the occurrence of a Swap Agreement Termination Event that
is not also a Trust Termination Event, Scheduled Distribution Dates will
thereafter occur semi-annually on each February 15 and August 15, or the
immediately following Business Day, until the Certificates have been retired.

          "SEC Reporting Failure": Any circumstance in which the Underlying
Securities Issuer either (x) states in writing that it intends permanently to
cease filing periodic reports required under the Securities Exchange Act of
1934 or (y) fails to file its required periodic reports for any quarterly
reporting period, and (2) the Trustor determines after consultation with the
Securities and Exchange Commission, that under applicable securities laws,
rules or regulations the Trust must be liquidated or the Underlying Securities
distributed.

          "Specified Currency": United States Dollars.

          "Swap Agreement": The ISDA Master Agreement (including the Schedule
thereto) dated as of the Closing Date, referred to in the definition of IRFC
Contracts in this Section 1, between the Trust and Wachovia Bank, N.A., in its
capacity as the swap counterparty, as supplemented by Confirmation Number
1381326, 1381327, in the form attached hereto as Exhibit D.

          "Swap Agreement Termination Event": The occurrence of any "Event of
Default" or "Termination Event" under the Swap Agreement.


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          "Swap Counterparty": Wachovia Bank, N.A., or any permitted successor
or assign thereto.

          "Trust": STRATS(SM) Trust For Goldman Sachs Group Securities, Series
2006-2.

          "Trust Termination Event": (a) the payment in full at maturity or
upon early redemption of the Certificates, (b) the final distribution of the
proceeds received upon a recovery on the Underlying Securities (after
deducting the costs incurred in connection therewith) after an Acceleration or
other default with respect to the Underlying Securities (and the expiration of
any applicable grace period on the Underlying Securities), (c) the
distribution (or liquidation and distribution) of the Underlying Securities in
accordance with Section 10(i) hereof in the event of an SEC Reporting Failure,
(d) any Swap Agreement Termination Event pursuant to which the Trust is the
Defaulting Party or an Affected Party and amounts are owed by the Trust under
the Swap Agreement that are in excess of the redemption proceeds or other
current distributions on the Underlying Securities or (e) any Optional
Exchange of all Certificates then outstanding.

          "Underlying Securities": As of the Closing Date, $70,000,000 of
6.125% Debentures due 2033 issued by the Underlying Securities Issuer, sold to
the Trustee by Wachovia Securities and identified on Exhibit A hereto.

          "Underlying Securities Default Distribution Date": The date on which
the Trustee makes a final distribution of the proceeds received in connection
with a recovery on the Underlying Securities (in the case of Payment Default,
after deducting any costs incurred in connection therewith) following a
Payment Default or an Acceleration or other default with respect to the
Underlying Securities.

          "Underlying Securities Issuer": The Goldman Sachs Group, Inc.

          "Underlying Securities Payment Date": The 15th day of each February
and August ending on February 15, 2033; provided, however, that if any
Underlying Securities Payment Date would otherwise fall on a day that is not a
Business Day, such Underlying Securities Payment Date will be the following
Business Day.

          "Underlying Securities Redemption Distribution Date": Any date on
which the payment of the principal of the Underlying Securities, either in
whole or in part, is paid to the Trustee.

          "Underlying Securities Trustee": The trustee for the Underlying
Securities.

          "Unpaid Amounts": As to the Trust or the Swap Counterparty,
respectively, an amount equal to the regular scheduled payments that such
party is otherwise required to make under the Swap Agreement, through, but
excluding, the date on which the Swap Agreement is terminated.

          "Voting Rights": The Certificateholders shall have 100% of the total
Voting Rights with respect to the Certificates and shall be allocated among
all Holders of Certificates in proportion to the Stated Amounts held by such
Holders on any date of determination.


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          "Wachovia Securities": Wachovia Capital Markets, LLC.

                    Section 2. Creation and Declaration of Trust; Sale of
          Underlying Securities; Acceptance by Trustee. (a) The Trust, of
          which the Trustee is the trustee, is hereby created under the laws
          of the State of New York for the benefit of the holders of the
          Certificates and the Swap Counterparty. The Trust shall be
          irrevocable.

          (b) The Trustor, acting as Depositor, does hereby sell, assign,
convey and set-over to the Trustee, on behalf and for the benefit of the
Trust, the Underlying Securities at a purchase price of $72,482,747.22 in
cash. The Trustee shall pay the full purchase price for the Underlying
Securities by delivering to Wachovia Securities, for the account of the
Depositor, and as the assignee of Depositor with respect to such amounts, (i)
$71,934,900.00 on the Closing Date and (ii) $547,847.22 on August 15, 2006,
which represents the accrued and unpaid interest of the Underlying Securities
on the Closing Date. The amounts to be paid to Wachovia Securities set forth
in clause (i) above, shall be paid from the proceeds of the issuance of the
Certificates to be received by the Trustee on the Closing Date. The amounts to
be paid to Wachovia Securities set forth in clause (ii) above, shall be paid
from the interest payment on the Underlying Securities to be received by the
Trustee on August 15, 2006. In the event that such interest payment on the
Underlying Securities is not received by the Trustee on such date or is
otherwise insufficient to pay such amount of accrued and unpaid interest to
Wachovia Securities, Wachovia Securities, for the account of the Depositor,
and as assignee of Depositor with respect to such amounts, shall have a claim
for the unpaid portion of such amount and shall share pari passu with
Certificateholders to the extent of such claim in the proceeds from the sale
or recovery of the Underlying Securities. The Trustor hereby instructs the
Trustee on behalf of and for the benefit of the Trust to enter into and
execute the Swap Agreement and the IRFC Contracts and perform the obligations
thereunder on behalf of the Trust, including, but not limited to, receiving
and returning any collateral posted by the Swap Counterparty in accordance
with the Swap Agreement. The Trustee shall enter into additional swap
agreements or other derivatives only if instructed to do so by the Trustor,
subject to consent from the Swap Counterparty and the Rating Agency Condition.

          (c) The Trustee hereby (i) acknowledges such sale, deposit and
delivery, pursuant to subsection (b) above, and receipt by it of the
Underlying Securities, (ii) acknowledges receipt of the duly authorized and
executed Swap Agreement and the IRFC Contracts, (iii) accepts the trusts
created hereunder in accordance with the provisions hereof and of the Base
Trust Agreement but subject to the Trustee's obligation, as and when the same
may arise, to make any payment or other distribution of the assets of the
Trust as may be required pursuant to this Series Supplement, the Base Trust
Agreement, the Certificates and the Swap Agreement, and (iv) agrees to perform
the duties herein or therein required and any failure to receive reimbursement
of expenses and disbursements under Section 13 hereof shall not release the
Trustee from its duties herein or therein.

                    Section 3. Designation. There is hereby created a Series
          of trust certificates to be issued pursuant to the Base Trust
          Agreement and this Series Supplement to be known as the "STRATS(SM)
          Certificates, Series 2006-2". The Certificates shall have the terms
          provided for in this Series Supplement. The


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          Certificates shall be issued in the amount set forth in Section 5
          and with the additional terms set forth in Exhibit B to this Series
          Supplement. The Certificates shall be issued in substantially the
          form set forth in Exhibit C to this Series Supplement with such
          necessary or appropriate changes as shall be approved by the Trustor
          and the Trustee, such approval to be manifested by the execution and
          authentication thereof by the Trustee. The Certificates shall
          evidence undivided ownership interests in the assets of the Trust,
          subject to the liabilities of the Trust and shall be payable solely
          from payments or property received by the Trustee on or in respect
          of the Underlying Securities and the Swap Agreement and the IRFC
          Contracts.

                    Section 4. Date of the Certificates. The Certificates that
          are authenticated and delivered by the Trustee to or upon Trustor
          Order on the Closing Date shall be dated the Closing Date. All other
          Certificates that are authenticated after the Closing Date for any
          other purpose under the Agreement shall be dated the date of their
          authentication.

                    Section 5. Certificate Stated Amount and Denominations. On
          the Closing Date, up to 2,800,000 Certificates with an aggregate
          Stated Amount of $70,000,000 may be authenticated and delivered
          under the Base Trust Agreement and this Series Supplement. The
          Stated Amount of the Certificates shall equal 100% of the initial
          principal amount of Underlying Securities sold to the Trustee and
          deposited in the Trust. Such Stated Amount shall be calculated
          without regard to Certificates authenticated and delivered upon
          registration of transfer of, or in exchange for, or in lieu of,
          other Certificates pursuant to Sections 5.3, 5.4 or 5.5 of the Base
          Trust Agreement.

                    Section 6. Currency of the Certificates. All distributions
          on the Certificates will be made in the Specified Currency.

                    Section 7. Form of Securities. The Trustee shall execute
          and deliver the Certificates in the form of one or more global
          certificates registered in the name of the Depositary or its
          nominee.

                    Section 8. Swap Payments; Collateral Account. (a) The
          Trust shall pay to the Swap Counterparty (i) for so long as the Swap
          Agreement shall not have been terminated, an amount equal to all
          interest payments received by the Trust in respect of the Underlying
          Securities on each Underlying Securities Payment Date or on any
          other date such amounts are received by the Trust, excluding any
          amount of interest that accrued with respect to the Underlying
          Securities from the Underlying Securities Payment Date immediately
          preceding the Closing Date to, but excluding, the Closing Date and
          (ii) all other amounts owing to the Swap Counterparty under the Swap
          Agreement to the extent Trust assets are sufficient therefor,
          including but not limited to all Unpaid Amounts upon the occurrence
          of any Swap Agreement Termination Event


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          (b) The Trustee shall, within 3 Business Days of the Closing Date,
establish the Collateral Account. Any and all amounts at any time on deposit
in the Collateral Account shall be held in trust by the Trustee for the
benefit of Certificateholders and the Swap Counterparty; provided, that, the
only permitted withdrawal from or application of funds on deposit in, or
otherwise to the credit of, the Collateral Account shall be (i) for
application to obligations of the Swap Counterparty to the Trust under the
Swap Agreement in accordance with the terms of the Swap Agreement, or (ii) to
return Posted Collateral to the Swap Counterparty when and as required by the
Swap Agreement, which the Trustee shall return to the Swap Counterparty in
accordance with the related Swap Agreement. In the event any cash is held in
the Collateral Account, the Trustee shall hold such cash uninvested unless
otherwise directed by the Trustor in writing.

                    Section 9. Certain Provisions of Base Trust Agreement Not
          Applicable. The provisions of Sections 5.11, 5.16, 6.2, Article VII,
          8.1, 8.2 and 8.10 of the Base Trust Agreement and any other
          provision of the Base Trust Agreement which imposes obligations on
          or creates rights in favor of the Trustee or the Certificateholders
          as a result of or in connection with an "Event of Default" or
          "Administrative Agent Termination Event" shall be inapplicable with
          respect to the Certificates. In addition, there is no
          "Administrative Agent" specified herein, and all references to
          "Administrative Agent" in the Base Trust Agreement, therefore shall
          be inapplicable with respect to the Certificates.

                    Section 10. Distributions. (a) On each Distribution Date
          so long as no Swap Agreement Termination Event has occurred for
          which the Trust is the Defaulting Party or an Affected Party, the
          Trustee shall distribute to the Certificateholders the Interest
          Collections. On the Maturity Date, and to the extent received on any
          other Scheduled Distribution Date or any Underlying Securities
          Redemption Distribution Date, so long as no Swap Agreement
          Termination Event has occurred for which the Trust is the Defaulting
          Party or an Affected Party, the Trustee shall distribute to the
          Certificateholders, the principal amount of the Underlying
          Securities to the extent the principal of the Underlying Securities
          is received by the Trustee on such date or during the related
          Collection Period plus any accrued interest thereon.

          (b) If a Swap Agreement Termination Event has occurred for which the
Trust is the Defaulting Party or an Affected Party, the Trustee, first, shall
distribute all collections received on the Underlying Securities and IRFC
Liquidation Amounts to the Swap Counterparty until all amounts owing to the
Swap Counterparty under the Swap Agreement for payments in connection with
such Swap Agreement Termination Event (including any Unpaid Amounts) have been
paid in full and, second, shall distribute all remaining amounts to the
Certificateholders. If the distribution in the preceding sentence is
insufficient to pay in full all amounts owing to the Swap Counterparty, the
Trustee shall proceed to liquidate or distribute the Underlying Securities in
accordance with Section 10(h). Upon any liquidation of the Underlying
Securities, the Trustee, first, shall distribute the proceeds thereof to the
Swap Counterparty until all amounts owing to the Swap Counterparty have been
paid in full and, second, shall distribute all remaining amounts to the
Certificateholders. In the event of a Swap Agreement Termination Event, after
paying all amounts due to the Swap Counterparty as set forth in the first
sentence of


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this Section 10(b), if no Trust Termination Event has occurred, all Interest
Collections shall thereafter be distributed to Certificateholders on each
applicable Distribution Date. If a Swap Agreement Termination Event has
occurred for which the Swap Counterparty is the Defaulting Party or the only
Affected Party, notwithstanding the termination of the Swap Agreement, the
Trustee shall distribute any Unpaid Amounts to the Swap Counterparty from
Interest Collections on the Underlying Securities and IRFC Liquidation
Amounts. If at any time prior to the Distribution Date in April 20007, a Swap
Termination Event has occurred for which the Trust is the Defaulting Party or
an Affected Party, the Trustee shall liquidate any remaining IRFC Contracts in
accordance with the instructions of the Trustor and shall apply the proceeds
of such liquidation net of the Trustee' s expenses incurred in carrying out
the liquidation (the "IRFC Liquidation Amounts") in the manner set forth
herein. In executing any such sale the Trustee shall solicit bids from three
leading dealers in the relevant market, as selected by the Trustor, one of
which may include Wachovia Securities.

          (c) In all cases hereunder, if any payment with respect to the
Underlying Securities is made to the Trustee after the Underlying Securities
Payment Date on which such payment was due, the Trustee shall distribute such
amount received on the Business Day following such receipt.

          (d) In the event of a Payment Default while the Swap Agreement is in
effect and if any payment is due to the Swap Counterparty, the Underlying
Securities will be liquidated in accordance with Section 10(h). Otherwise, in
the event of a Payment Default, the Trustee shall proceed against the
Underlying Securities Issuer on behalf of the Certificateholders to enforce
the Underlying Securities or otherwise to protect the interests of the
Certificateholders, subject to the receipt of indemnity in form and substance
satisfactory to the Trustee; provided, that Holders of the Certificates
representing a majority of the Voting Rights on the Certificates will be
entitled to direct the Trustee in any such proceeding or direct the Trustee to
sell the Underlying Securities, subject to the Trustee's receipt of
satisfactory indemnity.

          (e) In the event of an Acceleration and a corresponding payment on
the Underlying Securities prior to any liquidation of the Underlying
Securities hereunder, the Trustee shall distribute the proceeds to the
Certificateholders no later than two (2) Business Days after the receipt of
immediately available funds pursuant to Section 10(b).

          (f) In the event the Trustee receives property other than cash in
respect of the Underlying Securities such property will be applied first, to
the Swap Counterparty until all amounts owing to the Swap Counterparty have
been paid in full and, second, to the Certificateholders. Property other than
cash will be liquidated by the Trustee, and the proceeds thereof distributed
in cash, to the extent necessary to pay to the Swap Counterparty all amounts
owed to it under the Swap Agreement and, thereafter, to the extent necessary
to avoid distribution of fractional securities to Certificateholders. In-kind
distribution of Underlying Securities or other property to Certificateholders
will be deemed to reduce the Stated Amount of Certificates on a proportionate
basis. Following such in-kind distribution, all Certificates will be
cancelled. No amounts will be distributed to the Trustor in respect of the
Underlying Securities. The Swap Counterparty shall direct the Trustee with
respect to any liquidation of such property to the extent of the full amount
owed to it under the Swap Agreement.


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          (g) If an SEC Reporting Failure occurs, then the Trustor shall
promptly notify the Trustee, the Swap Counterparty and the Rating Agency of
such SEC Reporting Failure and the Trustee shall, only if instructed by the
Trustor, proceed to liquidate or distribute the Underlying Securities in
accordance with Section 10(h).

          (h) If at any time, the Trustee is directed to sell the Underlying
Securities, the Trustee shall solicit bids for the sale of the Underlying
Securities with settlement thereof on or before the third (3rd) Business Day
after such sale from three leading dealers in the relevant market, which may
include but is not limited to any three of the following dealers: (1) Wachovia
Securities, (2) Goldman, Sachs & Co., (3) Lehman Brothers Inc., (4) Merrill
Lynch, Pierce, Fenner & Smith Incorporated, (5) Citigroup Global Markets Inc.,
(6) J.P. Morgan Securities Inc. and (7) Deutsche Bank Securities Inc.;
provided, however, that no bid from Wachovia Securities or any affiliate
thereof shall be accepted unless such bid equals the then fair market value of
such Underlying Securities. The Trustee shall not be responsible for the
failure to obtain a bid so long as it has made reasonable efforts to obtain
bids. If a bid for the sale of the Underlying Securities has been accepted by
the Trustee but the sale has failed to settle on the proposed settlement date,
the Trustee shall request new bids from such leading dealers. In any
circumstance in which the sale of the Underlying Securities is required
hereunder, the Trustee shall, to the extent it is so directed by the Trustor,
provide Certificateholders with the option to elect to receive an "in-kind"
distribution of their pro rata share of the Underlying Securities; provided,
that, (1) an in-kind distribution shall be subject to the prior sale of
Underlying Securities in accordance with the provisions of this Section 10(h)
to the extent necessary, to pay any amounts owing to the Swap Counterparty
under Section 10(b), (2) a Certificateholders' pro rata share of the
Underlying Securities shall be a principal amount of Underlying Securities
equal to the aggregate principal amount of the Underlying Securities minus the
amount required to be distributed to the Swap Counterparty pursuant to the
second sentence of Section 10(b) multiplied by a fraction the numerator of
which is the Stated Amount of that holder's Certificates and the denominator
of which is the aggregate principal amount of the Underlying Securities and
(3) odd-lot amounts that cannot be distributed in-kind because they are not
within the authorized denominations of the Underlying Securities shall be
distributed in cash. Any such in-kind distribution shall constitute the final
distribution in respect of the Certificates as to which such option is
exercised.

          (i) Distributions to the Certificateholders on each Distribution
Date will be made to the Certificateholders of record on the Record Date.

          (j) All distributions to Certificateholders shall be allocated pro
rata among the Certificates based on their respective Outstanding Amounts as
of the Record Date.

          (k) Notwithstanding any provision of the Agreement to the contrary,
to the extent funds are available, the Trustee will initiate payment in
immediately available funds by 1:00 P.M. (New York City time) on each
Distribution Date of all amounts payable to each Certificateholder with
respect to any Certificate held by such Certificateholder or its nominee
(without the necessity for any presentation or surrender thereof or any
notation of such payment thereon) in the manner and at the address as each
Certificateholder may from time to time direct the Trustee in writing 15 days
prior to such Distribution Date requesting that such payment will be so made
and designating the bank account to which such payments shall be so made. The


                                      10
<PAGE>


Trustee shall be entitled to rely on the last instruction delivered by the
Certificateholder pursuant to this Section 10(k) unless a new instruction is
delivered 15 days prior to a Distribution Date.

          (l) The rights of the Certificateholders to receive distributions in
respect of the Certificates, and all interests of the Certificateholders in
such distributions, shall be as set forth in this Series Supplement. The
Trustee shall in no way be responsible or liable to the Certificateholders nor
shall any Certificateholder in any way be responsible or liable to any other
Certificateholder in respect of amounts previously distributed on the
Certificates based on their respective Outstanding Amounts.

                    Section 11. Termination of Trust. (a) The Trust shall
          terminate upon the occurrence of any Trust Termination Event.

          (b) Except for any reports and other information required to be
provided to Certificateholders hereunder and under the Base Trust Agreement
and except as otherwise specified herein and therein, the obligations of the
Trustee will terminate upon the distribution to the Swap Counterparty and
Certificateholders of all amounts required to be distributed to them and the
disposition of all Underlying Securities held by the Trustee. The Trust shall
thereupon terminate, except for surviving rights of indemnity.

          (c) In the event that there is any Posted Collateral remaining in
the Collateral Account upon a Trust Termination Event, the Trustee shall
return such remaining collateral to the Swap Counterparty no later than the
date of termination of the Trust.

                    Section 12. Limitation of Powers and Duties. (a) The
          Trustee shall administer the Trust and the Underlying Securities
          solely as specified herein and in the Base Trust Agreement.

          (b) The Trust is constituted solely for the purpose of acquiring and
holding the Underlying Securities, entering into and performing its
obligations under the Swap Agreement and the IRFC Contracts and issuing the
Certificates. The Trustee is not authorized to acquire any other investments
or engage in any activities not authorized herein and, in particular, unless
expressly provided in the Agreement, the Trustee is not authorized (i) to
sell, assign, transfer, exchange, pledge, set-off or otherwise dispose of any
of the Underlying Securities, once acquired, or interests therein, including
to Certificateholders, (ii) to merge or consolidate the Trust with any other
entity, or (iii) to do anything that would materially increase the likelihood
that the Trust will fail to qualify as a grantor trust for United States
federal income tax purposes. In addition, the Trustee has no power to create,
assume or incur indebtedness or other liabilities in the name of the Trust
other than as contemplated herein and in the Base Trust Agreement.

          (c) The parties acknowledge that the Trustee, as the holder of the
Underlying Securities, has the right to vote and give consents and waivers in
respect of the Underlying Securities and enforce the other rights, if any, of
a holder of the Underlying Securities, except as otherwise limited by the Base
Trust Agreement or this Series Supplement. In the event that the Trustee
receives a request from the Underlying Securities Trustee, the Underlying
Securities Issuer or, if applicable, the Depositary with respect to the
Underlying Securities, for the Trustee's consent to any amendment,
modification or waiver of the Underlying Securities, or any


                                      11
<PAGE>


document relating thereto, or receives any other solicitation for any action
with respect to the Underlying Securities, the Trustee shall within two (2)
Business Days mail a notice of such proposed amendment, modification, waiver
or solicitation to the Swap Counterparty and each Certificateholder of record
as of the date of such request. The Trustee shall request instructions from
the Certificateholders as to what action to take in response to such request
and shall be protected in taking no action if no direction is received. Except
as otherwise provided herein, the Trustee shall consent or vote, or refrain
from consenting or voting, in the same proportion as the Certificates were
actually voted or not voted by the Holders thereof as of the date determined
by the Trustee prior to the date such vote or consent is required; provided,
however, that, notwithstanding anything to the contrary in the Base Trust
Agreement or this Series Supplement, the Trustee shall at no time vote in
favor of or consent to any matter (i) which would alter the timing or amount
of any payment on the Underlying Securities (including, without limitation,
any demand to accelerate the Underlying Securities) or (ii) which would result
in the exchange or substitution of any Underlying Security whether or not
pursuant to a plan for the refunding or refinancing of such Underlying
Security, except in each case with the unanimous consent of the
Certificateholders; provided, further, that the Trustee shall not take any
such action if it would affect the method, amount or timing of payments due to
the Swap Counterparty or otherwise materially adversely affect the interests
of the Swap Counterparty under the Swap Agreement and result in a Swap
Agreement Termination Event, in each case without the prior written consent of
the Swap Counterparty. The Trustee shall have no liability for any failure to
act or to refrain from acting resulting from the Certificateholders' late
return of, or failure to return, directions requested by the Trustee from the
Certificateholders.

          (d) Notwithstanding any provision of the Agreement to the contrary,
the Trustee may require from the Certificateholders prior to taking any action
at the direction of the Certificateholders, an indemnity agreement of a
Certificateholder or any of its Affiliates to provide for security or
indemnity against the costs, expenses and liabilities the Trustee may incur by
reason of any such action.

          (e) Notwithstanding any provision of the Agreement to the contrary,
the Trustee shall act as the sole Authenticating Agent, Paying Agent and
Registrar.

                    Section 13. Compensation of Trustee. The Trustee shall
          be entitled to receive from the Trustor as compensation for its
          services hereunder (which shall include the Trustee acting in any
          other capacity in this transaction including, without limitation, as
          holder of collateral under any Credit Support Instrument), trustee's
          fees pursuant to a separate agreement between the Trustee and the
          Trustor, and shall be reimbursed for all reasonable expenses,
          disbursements and advances incurred or made by it (including the
          reasonable compensation, disbursements and expenses of its counsel
          and other persons not regularly in its employ). The Trustor shall
          indemnify and hold harmless the Trustee and its successors, assigns,
          agents and servants against any and all loss, liability or
          reasonable expense (including attorney's fees) incurred by it in
          connection with the administration of this trust and the performance
          of its duties thereunder (which shall include the Trustee acting in
          any other capacity in this transaction including, without
          limitation, as holder of collateral under any Credit Support
          Instrument). The Trustee shall notify the Trustor promptly of any
          claim


                                      12
<PAGE>


          for which it may seek indemnity. Failure by the Trustee to so notify
          the Trustor shall not relieve the Trustor of its obligations
          hereunder. The Trustor need not reimburse any expense or indemnify
          against any loss, liability or expense incurred by the Trustee
          through the Trustee's own willful misconduct, negligence or bad
          faith. The indemnities contained in this Section 13 shall survive
          the resignation or termination of the Trustee or the termination of
          this Agreement.

          Failure by the Trustor to pay, reimburse or indemnify the Trustee
shall not entitle the Trustee to any payment, reimbursement or indemnification
from the Trust, nor shall such failure release the Trustee from the duties it
is required to perform under this Series Supplement. Any unpaid, unreimbursed
or unindemnified amounts shall not be borne by the Trust and shall not
constitute a claim against the Trust, but shall be borne by the Trustee in its
individual capacity, and the Trustee shall have no recourse against the Trust
with respect thereto.

                    Section 14. Modification or Amendment of the Base Trust
          Agreement, the Series Supplement or the Swap Agreement. (a) The
          Trustee shall not enter into any modification or amendment of the
          Base Trust Agreement or this Series Supplement unless such
          modification or amendment is in accordance with Section 10.1 of the
          Base Trust Agreement. If the Rating Agency Condition is not
          satisfied with respect to any proposed modification or amendment of
          the Base Trust Agreement or this Series Supplement, then any such
          modification or amendment must be approved by 100% of the
          Certificateholders. The Trustee shall not enter into any amendment
          or modification of this Agreement that would affect the method,
          amount or timing of payment due to the Swap Counterparty or the
          consent rights of the Swap Counterparty hereunder or otherwise
          materially adversely affect the interests of the Swap Counterparty
          under the Swap Agreement and result in a Swap Agreement Termination
          Event, in each case without the prior written consent of the Swap
          Counterparty. The Trustee shall provide fifteen Business Days
          written notice to the Swap Counterparty before entering into any
          amendment or modification of this Agreement pursuant to this Section
          14.

          (b) The Trustee shall not enter into any modification or amendment
of the Swap Agreement or the IRFC Contracts without the prior written consent
of holders of Certificates representing 66-2/3% of the Voting Rights and without
prior written confirmation from the Rating Agency that such amendment will not
result in a reduction or withdrawal of the then current rating of the
Certificates; provided, however, that each of the Swap Counterparty and the
Trustee may amend the Swap Agreement and each of the IRFC Counterparty and the
Trustee may amend the IRFC Contracts, in each case without the prior written
consent of Certificateholders to cure any ambiguity in, or to correct or
supplement any provision of the Swap Agreement or the IRFC Contracts,
respectively, which may be inconsistent with any other provision of the Swap
Agreement or the IRFC Contracts, respectively, or to otherwise cure any defect
in the Swap Agreement or the IRFC Contracts, respectively, provided that any
such amendment does not materially adversely affect the interest of the
Certificateholders and that the Rating Agency will have given its prior
written confirmation that such amendment will not result in a reduction or
withdrawal of the then current rating of the Certificates; provided further,


                                      13
<PAGE>


however, that notwithstanding anything to the contrary, no amendment may alter
the timing or amount of any payment on the Swap Agreement or the IRFC
Contracts without the prior consent of 100% of the Certificateholders and
without giving the Rating Agency prior written notice of any such amendment.

          (c) Until a Responsible Officer of the Trustee has actual knowledge
of the occurrence of an event that would constitute a Swap Agreement
Termination Event, the Trustee shall be entitled to assume (and shall be fully
protected, indemnified and held harmless in doing so) that no Swap Agreement
Termination Event has occurred and may accordingly seek instructions under
Section 12 and this Section 14 exclusively from the Swap Counterparty.

                    Section 15. Assignment of Rights under the Swap Agreement
          or IRFC Contracts. The Trustee may consent to any transfer or
          assignment by the Swap Counterparty or IRFC Counterparty of its
          rights under the Swap Agreement or the IRFC Contracts respectively,
          so long as the Rating Agency shall have given its prior written
          confirmation that such transfer or assignment will not result in a
          reduction or withdrawal of the then current rating of the
          Certificates.

                    Section 16. Accounting. Notwithstanding Section 3.16
          of the Base Trust Agreement, "Independent Public Accountants'
          Administration Report," no such accounting reports shall be
          required. Pursuant to Section 4.2 of the Base Trust Agreement,
          "Reports to Certificateholders," the Trustee shall cause the
          statement described in Section 4.2 to be prepared and forwarded as
          provided therein.

                    Section 17. No Investment of Amounts Received on
          Underlying Securities. All amounts received on or with respect to
          the Underlying Securities and all payments made to the Trust on or
          with respect to the Swap Agreement shall be held uninvested by the
          Trustee.

                    Section 18. No Event of Default. There shall be no Events
          of Default defined with respect to the Certificates.

                    Section 19. Notices. (a) All directions, demands and
          notices hereunder and under the Agreement shall be in writing and
          shall be deemed to have been duly given when received if personally
          delivered or mailed by first class mail, postage prepaid or by
          express delivery service or by certified mail, return receipt
          requested or delivered in any other manner specified herein, (i) in
          the case of the Trustor, to Synthetic Fixed-Income Securities, Inc.,
          One Wachovia Center 301 South College Street, DC-7 Charlotte, NC
          28288, Attention: Structured Notes Desk, or such other address as
          may hereafter be furnished to the Trustee in writing by the Trustor,
          and (ii) in the case of the Trustee, to The Bank of New York, 101
          Barclay Street, New York, NY 10286, Attention: Corporate Trust,
          facsimile number (212) 815-2940, or such other address as may
          hereafter be furnished to the Trustor in writing by the Trustee.


                                      14
<PAGE>


          (b) For purposes of delivering notices to the Rating Agency under
Section 10.07 of the Base Trust Agreement, "Notice to Rating Agency," or
otherwise, such notices shall be mailed or delivered as provided in such
Section 10.07, "Notice to Rating Agency," to: Standard & Poor's Ratings
Services, 55 Water Street, New York, New York 10041; or such other address as
the Rating Agency may designate in writing to the parties hereto.

          (c) In the event a Payment Default or an Acceleration occurs, the
Trustee shall promptly give notice to the Swap Counterparty and to the
Depositary or, for any Certificates which are not then held by the Depositary
or any other depository, directly to the registered holders of the
Certificates thereof. Such notice shall set forth (i) the identity of the
issue of Underlying Securities, (ii) the date and nature of such Payment
Default or Acceleration, (iii) the principal amount of the interest or
principal in default, (iv) the Certificates affected by the Payment Default or
Acceleration, and (v) any other information which the Trustee may deem
appropriate.

          (d) Notwithstanding any provisions of the Agreement to the contrary,
the Trustee shall deliver all notices or reports required to be delivered to
or by the Trustee or the Trustor to the Certificateholders or the Swap
Counterparty or IRFC Counterparty without charge to such Certificateholders or
the Swap Counterparty or IRFC Counterparty.

          (e) The Trustee shall, in connection with any notice or delivery of
documents to Certificateholders (whether or not such notice or delivery is
required pursuant to the Agreement), provide such notice or documents to the
Swap Counterparty and IRFC Counterparty concurrently with the delivery thereof
to the Certificateholders.

                    Section 20. Access to Certain Documentation. Access to
          documentation regarding the Underlying Securities will be afforded
          without charge to any Certificateholder so requesting pursuant to
          Section 3.17 of the Base Trust Agreement, "Access to Certain
          Documentation." Additionally, the Trustee shall provide at the
          request of any Certificateholder without charge to such
          Certificateholder the name and address of each Certificateholder of
          Certificates hereunder as recorded in the Certificate Register for
          purposes of contacting the other Certificateholders with respect to
          their rights hereunder or for the purposes of effecting purchases or
          sales of the Certificates, subject to the transfer restrictions set
          forth herein.

                    Section 21. Advances. There is no Administrative Agent
          specified herein; hence no person (including the Trustee) shall be
          permitted or obligated to make Advances as described in Section 4.3
          of the Base Trust Agreement, "Advances."

                    Section 22. Ratification of Agreement. With respect to the
          Series issued hereby, the Base Trust Agreement (including the grant
          of a security interest in Section 10.8 of the Base Trust Agreement
          with respect to the Underlying Securities conveyed hereunder), as
          supplemented by this Series Supplement, is in all respects ratified
          and confirmed, and the Base Trust Agreement as so supplemented by
          this Series Supplement shall be read, taken


                                      15
<PAGE>


          and construed as one and the same instrument. To the extent there is
          any inconsistency between the terms of the Base Trust Agreement and
          this Series Supplement, the terms of this Series Supplement shall
          govern.

                    Section 23. Counterparts. This Series Supplement may be
          executed in any number of counterparts, each of which so executed
          shall be deemed to be an original, but all of such counterparts
          shall together constitute but one and the same instrument.

                    Section 24. Governing Law. This Series Supplement and each
          Certificate issued hereunder shall be governed by and construed in
          accordance with the laws of the State of New York applicable to
          agreements made and to be performed entirely therein without
          reference to such State's principles of conflicts of law to the
          extent that the application of the laws of another jurisdiction
          would be required thereby, and the obligations, rights and remedies
          of the parties hereunder shall be determined in accordance with such
          laws. The State of New York is the securities intermediary's
          jurisdiction of the Securities Intermediary for purposes of the UCC.

                    Section 25. Certificate of Compliance. The Trustor shall
          deliver to the Trustee and the Swap Counterparty on or prior to June
          30 of each year prior to a Trust Termination Event the Officer's
          Certificate as to compliance as required by Section 6.1(b) of the
          Base Trust Agreement.

                    Section 26. Certain Filing to be Made by the Trustee. In
          the event that an event requiring the sale of the Underlying
          Securities under this Agreement occurs and the Underlying Securities
          are liquidated at a loss, the Trustee will disclose pursuant to
          Treasury Regulation Section 1.6011-4 the loss in accordance with the
          procedures of such regulation, unless the Trustee obtains advice
          from counsel that such disclosure is not necessary. In general, the
          Trustee will (x) attach a completed Form 8886 to its tax return in
          the year the requisite loss occurs and (y) file a completed form
          with the Office of Tax Shelter Analysis (OTSA) at: Internal Revenue
          Service LM:PFTG:OTSA, Large and Midsize Business Division, 1111
          Constitution Avenue., NW., Washington DC 20224 (or such other
          address subsequently required).

                    Section 27. Establishment of Accounts. The Securities
          Intermediary and the Trustee hereby represent and warrant that:

          (a) Each Account for the Trust is a "securities account" within the
meaning of Section 8-501 of the UCC and is held only in the name of the
Trustee on behalf of the Trust. The Securities Intermediary is acting in the
capacity of a "securities intermediary" within the meaning of Section
8-102(a)(14) of the UCC;

          (b) All Underlying Securities have been (i) delivered to the
Securities Intermediary pursuant to the Agreement and (ii) credited to the
Certificate Account; and


                                      16
<PAGE>


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

                    Section 28. Statement of Intent. It is the intention of
          the parties hereto that, for purposes of federal income taxes, state
          and local income and franchise taxes and any other taxes imposed
          upon, measured by or based upon gross or net income, the Trust shall
          be treated as a grantor trust, but failing that, as a partnership
          (other than a publicly traded partnership taxable as a corporation)
          and, in any event, shall not be classified as a corporation. The
          parties hereto agree that, unless otherwise required by appropriate
          tax authorities, the Trustee shall file or cause to be filed annual
          or other necessary returns, reports and other forms consistent with
          such intended characterization. In the event that the Trust is
          characterized by appropriate tax authorities as a partnership for
          federal income tax purposes, each Certificateholder, by its
          acceptance of its Certificate, agrees to report its respective share
          of the items of income, deductions, and credits of the Trust on its
          respective returns. As further consideration for each
          Certificateholder's purchase of a Certificate, each such
          Certificateholder is deemed to agree not to irrevocably delegate to
          any person (for a period of more than one year) authority to
          purchase, sell or exchange its Certificates.

          Each Certificateholder (and each beneficial owner of a Certificate)
by acceptance of its Certificate (or its beneficial interest therein) agrees,
unless otherwise required by appropriate tax authorities, to file its own tax
returns and reports in a manner consistent with the characterization indicated
above.

                    Section 29. Filing of Partnership Returns. In the event
          that the Trust is characterized (by appropriate tax authorities) as
          a partnership for United States federal income tax purposes the
          Trustor agrees to reimburse the Trust for any expenses associated
          with the filing of partnership returns (or returns related thereto).

                    Section 30. "Financial Assets" Election. The Securities
          Intermediary hereby agrees that the Underlying Securities credited
          to the Certificate Account and any Posted Collateral credited to the
          Collateral Account shall be treated as a "financial asset" within
          the meaning of Section 8-102(a)(9) of the UCC.

                    Section 31. Trustee's Entitlement Orders. If at any time
          the Securities Intermediary shall receive any order from the Trustee
          directing the transfer or redemption of any Underlying Securities
          credited to the Accounts, the Securities Intermediary shall comply
          with such entitlement order without further consent by the Trustor
          or any other Person. The Securities Intermediary shall take all
          instructions (including without limitation all notifications and
          entitlement orders) with respect to the Accounts solely from the
          Trustee.


                                      17
<PAGE>


                    Section 32. Conflict with Other Agreements. The Securities
          Intermediary hereby confirms and agrees that:

          (a) There are no other agreements entered into between the
Securities Intermediary and the Trustor with respect to the Accounts. Each
Account and all property credited to the Account is not subject to, and the
Securities Intermediary hereby waives, any lien, security interest, right of
set off, or encumbrance in favor of the Securities Intermediary or any Person
claiming through the Securities Intermediary (other than the Trustee);

          (b) It has not entered into, and until the termination of the
Agreement will not enter into, any agreement with any other Person relating to
the Accounts and/or any financial assets credited thereto pursuant to which it
has agreed to comply with entitlement orders of any Person other than the
Trustee; and

          (c) It has not entered into, and until the termination of the
Agreement will not enter into, any agreement with any Person purporting to
limit or condition the obligation of the Securities Intermediary to comply
with entitlement orders as set forth in Section 31 hereof.

                    Section 33. Additional Trustee and Securities Intermediary
          Representations. The Trustee and the Securities Intermediary each
          hereby represents and warrants as follows:

          (a) The Trustee and the Securities Intermediary each maintains its
books and records with respect to its securities accounts in the State of New
York;

          (b) The Trustee and the Securities Intermediary each has not granted
any lien on the Underlying Securities nor are the Underlying Securities
subject to any lien on properties of the Trustee or the Securities
Intermediary in its individual capacity; the Trustee and the Securities
Intermediary each has no actual knowledge and has not received actual notice
of any lien on the Underlying Securities (other than any liens of the Trustee
in favor of the beneficiaries of the Trust Agreement); other than the
interests of the Trustee, the Certificateholders and the Swap Counterparty,
the books and records of the Trustee and the Securities Intermediary each do
not identify any Person as having an interest in the Underlying Securities;
and

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

                    Section 34. Additional Trustor Representations. The
          Trustor hereby represents and warrants to the Trustee as follows:

          (a) Immediately prior to the sale of the Underlying Securities to
the Trustee, the Trustor, as Depositor, owned and had good and marketable
title to the Underlying Securities free and clear of any lien, claim or
encumbrance of any Person;

          (b) The Trustor, as Depositor, has received all consents and
approvals required by the terms of the Underlying Securities to the sale to
the Trustee of its interest and rights in the Underlying Securities as
contemplated by the Agreement; and


                                      18
<PAGE>


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

                    Section 35. Assessment and Attestation Requirements. The
          Trustee agrees to provide, at the Trustor's direction and expense
          (i) reports on assessments of compliance with servicing criteria and
          (ii) attestation reports on assessments of compliance with servicing
          criteria prepared by an independent public accountant sufficient for
          the Trustor on behalf of the Trust, both in order to satisfy the
          Trustor's obligations under Rules 13a-18 and 15d-18 of the Exchange
          Act and Items 1122 and 1123 of Regulation AB.

                    Section 36. Additional Rights of the Swap Counterparty.
          Section 10.8 of the Base Trust Agreement is hereby modified for
          purposes of this Series Supplement to provide that the security
          interest referred to and created pursuant thereto in the Trust
          assets shall, in addition to the obligations provided for under
          Section 10.8(b)(3), secure all of the obligations of the Trustor and
          the Trust to the Swap Counterparty under the Swap Agreement and this
          Agreement. The Swap Counterparty shall have the rights of a third
          party beneficiary with respect to this Agreement.

                    Section 37. Modification of Certain Provisions of Base
          Trust Agreement. The provisions of the Base Trust Agreement shall be
          modified as they are applied with respect to this Series of
          Certificates to provide that (i) notwithstanding Section 3.9 of the
          Base Trust Agreement, the Certificate Account shall be held for the
          benefit of Certificateholders and the Swap Counterparty and amounts
          in the Certificate Account shall be used to make distributions to
          the Swap Counterparty as and when required under this Series
          Supplement, (ii) the appointment of any successor of the Trustee
          under Section 8.7 of the Base Trust Agreement shall be subject to
          the prior approval of the Swap Counterparty and (iii)
          notwithstanding Section 9.1(a) of the Base Trust Agreement and
          subject to the proviso therein, the respective obligations and
          responsibilities under this Agreement of the Trustor and the Trustee
          shall terminate upon the distribution to Certificateholders and the
          Swap Counterparty of all amounts held in all the Accounts and
          required to be paid to such Holders or the Swap Counterparty
          pursuant to this Agreement and the Swap Agreement on the
          Distribution Date coinciding with or following the final payment on
          or other liquidation of the Underlying Securities and the
          disposition of all amounts acquired therefrom in accordance with
          this Agreement and the Swap Agreement and the disposition of the
          final payments received under the Swap Agreement.

                    Section 38. Evidence of Integration for Tax Purposes. The
          Trustee retains Exhibit E on behalf of each Certificateholder.


                                      19
<PAGE>


                    Section 39. Optional Exchange.

          (a) On any Business Day occurring on or after May 15, 2006, subject
to satisfaction of all of the conditions set forth in clause (b), the
Depositor may exchange Certificates held by it for a distribution of
Underlying Securities representing the same percentage of the Underlying
Securities as such Certificates represent of all outstanding Certificates.

          (b) The following conditions shall apply to any Optional Exchange:

          (A) A notice specifying the number of Certificates being surrendered
     and the optional exchange date shall be delivered to the Trustee no less
     than 5 days (or such shorter period acceptable to the Trustee) but not
     more than 30 days before the optional exchange date.

          (B) Certificates shall be surrendered to the trustee no later than
     10:00 a.m. (New York City time) on the optional exchange date.

          (C) The Trustee shall have received an opinion of counsel stating
     that the Optional Exchange would not cause the Trust to be classified as
     a corporation or publicly traded partnership taxable as a corporation for
     federal income tax purposes.

          (D) The Trustee shall not be obligated to determine whether an
     Optional Exchange complies with the applicable provisions for exemption
     under Rule 3a-7 of the Investment Company Act of 1940, as amended, or the
     rules or regulations promulgated thereunder.

          (E) The provisions of Section 4.5 of the Base Trust Agreement shall
     not apply to an Optional Exchange pursuant to this Section 39. This
     Section 39 shall not provide any Person with a lien against, an interest
     in or a right to specific performance with respect to the Underlying
     Securities; provided that satisfaction of the conditions set forth in
     this Section 39 shall entitle the Depositor to a distribution thereof.

          (F) The aggregate principal balance of Certificates exchanged in
     connection with any Optional Exchange pursuant to this Section 39 shall
     be in an amount that results in a distribution of Underlying Securities
     in an even multiple of the minimum denomination of the Underlying
     Securities.

          (G) No Swap Agreement Termination Event shall have occurred as a
     result of the Optional Exchange except to the extent of a termination
     resulting from the reduction in the Hedge Notional Amount (as defined in
     the Swap Agreement) to an amount equal to the principal amount of the
     Underlying Securities after giving effect to the Optional Exchange.

          (H) Any payments due under the Swap Agreement as a result of the
     reduction in such Hedge Notional Amount and any such Swap Agreement
     Termination Event (x) that are due to the Swap Counterparty (including
     but not limited to Unpaid Amounts)


                                      20
<PAGE>


     shall have been paid to the Swap Counterparty by the Depositor and (y)
     that are payable by the Swap Counterparty, shall be payable for the
     account of the Depositor.

          (c) The Trustee shall on behalf of the Trust, prepare for signature
by the Depositor and file with the Commission, following the execution thereof
by the Depositor, a report on Form 8-K within 4 business days after each
optional exchange pursuant this Section 39.

                    Section 40. Identification of Straddle for Tax Purposes.
          The Trustee retains Exhibit G on behalf of each Certificateholder.


                                      21
<PAGE>


          IN WITNESS WHEREOF, the parties hereto have caused this Series Trust
Agreement to be executed by their respective duly authorized officers as of
the date first above written.

                              SYNTHETIC FIXED-INCOME SECURITIES, INC.


                              By: /s/ James Whang
                              ----------------------------------------
                                      Authorized Signatory


                              THE BANK OF NEW YORK, as Trustee and Securities
                              Intermediary


                              By: /s/ Kevin Pennant
                              ----------------------------------------
                                      Responsible Officer


<PAGE>


                                                                     EXHIBIT A




        IDENTIFICATION OF THE UNDERLYING SECURITIES AS OF CLOSING DATE



Underlying Securities Issuer:                The Goldman Sachs Group, Inc.

Underlying Securities:                       6.125% Debentures due 2033

Maturity Date/Final Distribution Date:       February 15, 2033

Original Principal Amount Issued:            $2,000,000,000.

CUSIP No.:                                   38141GCU6.

Stated Interest Rate:                        6.125% per annum

Interest Payment Dates:                      February 15 and August 15

Principal Amount of Underlying               $70,000,000
Securities Deposited Under
Trust Agreement:


The Underlying Securities will be held by the Trustee as securities
entitlements credited to an account of the Trustee or its agent at the
Depositary.


                                     A-1
<PAGE>


                                                                     EXHIBIT B


                 TERMS OF THE CERTIFICATES AS OF CLOSING DATE

<TABLE>
<CAPTION>

<S>                                                     <C>
Maximum Number of STRATS(SM)                            2,800,000.
Certificates, Series 2006-2:

Aggregate Stated Amount of STRATS(SM) Certificates,     $70,000,000.
Series 2006-2:

Authorized Denomination:                                $25 and integral multiples thereof.

Rating Agency:                                          S&P.

Closing Date:                                           March 31, 2006.

Record Date:                                            With respect to any Distribution Date, the day immediately
                                                        preceding such Distribution Date.

Trustee's Fees:                                         The Trustee's fees shall be payable by the Trustor pursuant to
                                                        a separate fee agreement between the Trustee and the Trustor.

Initial Certificate Registrar:                          The Bank of New York

Corporate Trust Office:                                 The Bank of New York, 101 Barclay Street, New York, NY 10286
                                                        Attention: Corporate Trust Department, Regarding STRATS(SM)
                                                        Trust For Goldman Sachs Securities, Series 2006-2

</TABLE>


                                     B-1
<PAGE>


                                                                     EXHIBIT C




                              FORM OF CERTIFICATE



THIS CERTIFICATE REPRESENTS AN UNDIVIDED INTEREST IN THE TRUST AND DOES NOT
EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY THE
TRUSTOR OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE DEPOSITED ASSETS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR ANY OTHER PERSON.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

CERTIFICATE NUMBER:  1                   $70,000,000 Certificate Stated Amount
CUSIP:  86311R301                                       2,800,000 Certificates
CERTIFICATE INTEREST RATE:                              Variable Floating Rate

                    STRATS(SM) CERTIFICATES, SERIES 2006-2

evidencing an undivided interest in the Trust, as defined below, the assets of
which include $70,000,000 of 6.125% Debentures issued by the Underlying
Securities Issuer.

This Certificate does not represent an interest in or obligation of the
Trustor or any of its affiliates.

     THIS CERTIFIES THAT Cede & Co. is the registered owner of a
nonassessable, fully-paid, fractional undivided interest in STRATS(SM) Trust For
Goldman Sachs Group Securities, Series 2006-2 (the "Trust") formed by
SYNTHETIC FIXED-INCOME SECURITIES, INC., as Trustor (the "Trustor") evidenced
by Certificates in the number and the Stated Amount set forth above.

     The Trust was created pursuant to a Base Trust Agreement, dated as of
February 28, 2006 (as amended and supplemented, the "Agreement"), between the
Trustor and The Bank of New York, a New York banking corporation, not in its
individual capacity but solely as Trustee (the "Trustee"), as supplemented by
the STRATS(SM) Certificates Series Supplement 2006-2, dated as


                                     C-1
<PAGE>


of March 31, 2006 (the "Series Supplement" and, together with the Agreement,
the "Trust Agreement"), between the Trustor and the Trustee. 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 interests, rights,
benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Trustee with respect hereto. A copy of the Trust
Agreement may be obtained from the Trustee by written request sent to the
Corporate Trust Office. Capitalized terms used but not defined herein have the
meanings assigned to them in the Trust Agreement.

     This Certificate is one of the duly authorized Certificates designated as
"STRATS(SM) Certificates, Series 2006-2 (herein called the "Certificate" or
"Certificates"). This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. The assets of the Trust include the Underlying
Securities, all proceeds of the Underlying Securities and the Trust's rights
under the Swap Agreement and the IRFC Contracts.

     Under the Trust Agreement, there shall be distributed on the dates
specified in the Trust Agreement (a "Distribution Date"), to the person in
whose name this Certificate is registered at the close of business on the
related Record Date, such Certificateholder's fractional undivided interest in
the amount of distributions of the Underlying Securities to be distributed to
Certificateholders on such Distribution Date and distributions to the Trust
under the Swap Agreement and the IRFC Contracts. The Underlying Securities
will pay interest on February 15 and August 15 of each year. The principal of
the Underlying Securities is scheduled to be paid on February 15, 2033. The
Swap Agreement provides for payments on the 15th calendar day of each month,
commencing on April 17, 2006. The IRFC Contracts provide for certain payments
by the IRFC Counterparty to the Trust on each of the first thirteen
Distribution Dates.

     The distributions in respect of this Certificate are payable in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts as set forth in the Series
Trust Agreement.

     The Underlying Securities held by the Trust are subject to the rights of
the Swap Counterparty, as provided for in the Series Supplement and the Swap
Agreement, and each Certificateholder, by accepting its Certificate,
acknowledges such rights in accordance with the terms of the Series Supplement
and the Swap Agreement.

     It is the intent of the Trustor and the Certificateholders that the Trust
will be classified as a grantor trust under subpart E, Part I of subchapter J
of the Internal Revenue Code of 1986, as amended. Except as otherwise required
by appropriate taxing authorities, the Trustor and the Trustee, by executing
the Trust Agreement, and each Certificateholder, by acceptance of a
Certificate, agrees to treat, and to take no action inconsistent with the
treatment of, the Certificates for such tax purposes as interests in a grantor
trust and the provisions of the Trust Agreement shall be interpreted to
further this intention of the parties.

     By acceptance of a Certificate, each Certificateholder (1) elects to
integrate the Underlying Securities and the Swap Agreement for United States
federal income tax purposes,


                                     C-2
<PAGE>


(2) authorizes and directs the trustee (or the trustee's agent) to retain, as
part of the Certificateholder's books and records, information that (a)
describes the Underlying Securities and the Swap Agreement, (b) identifies the
two positions as integrated for federal income tax purposes and (c) describes
the features of the resulting "synthetic" debt instrument and (3) agrees to
retain copies of such information as provided to the Certificateholder by the
Trust.

     Each Certificateholder, by its acceptance of a Certificate, covenants and
agrees that such Certificateholder shall not, prior to the date which is one
year and one day after the termination of the Trust Agreement, acquiesce,
petition or otherwise invoke or cause the Trustor to invoke the process of any
court or governmental authority for the purpose of commencing or sustaining a
case against the Trustor under any federal or state bankruptcy, insolvency,
reorganization or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Trustor or
any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Trustor.

     Certificates may not be acquired by or for the account of any employee
benefit plan, trust or account, including an individual retirement account,
that is subject to the requirements of Title I of the Employee Retirement
Income Security Act of 1974, as amended, or that is described in Section
4975(e)(1) of the Code, or by or for the account of any entity whose
underlying assets include any assets subject to these laws by reason of
investment in that entity by such plans, trusts or accounts. By accepting and
holding this Certificate, the holder of this Certificate will be deemed to
have represented and warranted that it is not a plan or entity described
above, and that its acquisition and holding of this Certificate are in
compliance with the foregoing restrictions.

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

     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 Holder hereof to any benefit under the Trust Agreement
or be valid for any purpose.

     A copy of the Trust Agreement is available upon request and all of its
terms and conditions are hereby incorporated by reference and made a part
hereof.

     THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


                                     C-3
<PAGE>


IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.



                                   STRATS(SM) TRUST FOR GOLDMAN SACHS
                                   GROUP SECURITIES, SERIES 2006-2

                                   By: THE BANK OF NEW YORK, not in its
                                   individual capacity but solely as Trustee


                                   By: _____________________________________
                                       Authorized Signatory

Dated: March 31, 2006


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the STRATS(SM) Certificates, Series 2006-2, described in the
Trust Agreement referred to herein.

THE BANK OF NEW YORK,
not in its individual capacity
but solely as Trustee


By: _________________________
      Authorized Signatory


                                     C-4
<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 type name and address, including postal zip code, of
assignee) __________________________ the within Certificate, and all rights
thereunder, hereby irrevocably constituting and appointing __________________
Attorney to transfer said Certificate on the books of the Certificate
Register, 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. Signatures must be guaranteed
by an "eligible guarantor institution" meeting the requirements of the
Certificate Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Certificate
Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.


                                     C-5
<PAGE>


                                                                     EXHIBIT D



(Multicurrency -- Cross Border)


                                    ISDA(R)
                 International Swap Dealers Association, Inc.

                               MASTER AGREEMENT

                          dated as of March 31, 2006


   Wachovia Bank, National Association and STRATS(SM) Trust for Goldman Sachs
                        Group Securities, Series 2006-2



have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming
those Transactions.

Accordingly, the parties agree as follows: --

1.   Interpretation

(a)  Definitions. The terms defined in Section 14 and in the Schedule will
have the meanings therein specified for the purpose of this Master Agreement.

(b)  Inconsistency. In the event of any inconsistency between the
provisions of the Schedule and the other provisions of this Master Agreement,
the Schedule will prevail. In the event of any inconsistency between the
provisions of any Confirmation and this Master Agreement (including the
Schedule), such Confirmation will prevail for the purpose of the relevant
Transaction.

(c)  Single Agreement. All Transactions are entered into in reliance on
the fact that this Master Agreement and all Confirmations form a single
agreement between the parties (collectively referred to as this "Agreement"),
and the parties would not otherwise enter into any Transactions.

2.   Obligations

(a)  General Conditions.

     (i) Each party will make each payment or delivery specified in each
     Confirmation to be made by it, subject to the other provisions of this
     Agreement.

     (ii) Payments under this Agreement will be made on the due date for value
     on that date in the place of the account specified in the relevant
     Confirmation or otherwise pursuant to this Agreement, in freely
     transferable funds and in the manner customary for payments in the
     required currency. Where settlement is by delivery (that is, other than
     by payment), such delivery will be made for receipt on the due date in
     the manner customary for the relevant obligation unless otherwise
     specified in the relevant Confirmation or elsewhere in this Agreement.

     (iii) Each obligation of each party under Section 2(a)(i) is subject to
     (1) the condition precedent that no Event of Default or Potential Event
     of Default with respect to the other party has occurred and is
     continuing, (2) the condition precedent that no Early Termination Date in
     respect of the relevant Transaction has occurred or been effectively
     designated and (3) each other applicable condition precedent specified in
     this Agreement.



                                     D-1-1

<PAGE>


      Copyright (C) 1992 by International Swap Dealers Association, Inc.
(b)  Change of Account. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a
reasonable objection to such change.

(c)  Netting. If on any date amounts would otherwise be payable: --

     (i) in the same currency; and

     (ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to
make payment of any such amount will be automatically satisfied and discharged
and, if the aggregate amount that would otherwise have been payable by one
party exceeds the aggregate amount that would otherwise have been payable by
the other party, replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable to pay to the other party the excess
of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be
made in the Schedule or a Confirmation by specifying that subparagraph (ii)
above will not apply to the Transactions identified as being subject to the
election, together with the starting date (in which case subparagraph (ii)
above will not, or will cease to, apply to such Transactions from such date).
This election may be made separately for different groups of Transactions and
will apply separately to each pairing of Offices through which the parties
make and receive payments or deliveries.

(d)  Deduction or Withholding for Tax.

     (i) Gross-Up. All payments under this Agreement will be made without any
     deduction or withholding for or on account of any Tax unless such
     deduction or withholding is required by any applicable law, as modified
     by the practice of any relevant governmental revenue authority, then in
     effect. If a party is so required to deduct or withhold, then that party
     ("X") will: --

          (1) promptly notify the other party ("Y") of such requirement;

          (2) pay to the relevant authorities the full amount required to be
          deducted or withheld (including the full amount required to be
          deducted or withheld from any additional amount paid by X to Y under
          this Section 2(d)) promptly upon the earlier of determining that
          such deduction or withholding is required or receiving notice that
          such amount has been assessed against Y;

          (3) promptly forward to Y an official receipt (or a certified copy),
          or other documentation reasonably acceptable to Y, evidencing such
          payment to such authorities; and

          (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to
          the payment to which Y is otherwise entitled under this Agreement,
          such additional amount as is necessary to ensure that the net amount
          actually received by Y (free and clear of Indemnifiable Taxes,
          whether assessed against X or Y) will equal the full amount Y would
          have received had no such deduction or withholding been required.
          However, X will not be required to pay any additional amount to Y to
          the extent that it would not be required to be paid but for: --

               (A) the failure by Y to comply with or perform any agreement
               contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

               (B) the failure of a representation made by Y pursuant to
               Section 3(f) to be accurate and true unless such failure would
               not have occurred but for (I) any action taken by a taxing
               authority, or brought in a court of competent jurisdiction, on
               or after the date on which a Transaction is entered into
               (regardless of whether such action is taken or brought with
               respect to a party to this Agreement) or (II) a Change in Tax
               Law.


                                  D-1-2                            ISDA(R) 1992
<PAGE>


     (ii) Liability. If: --

          (1) X is required by any applicable law, as modified by the practice
          of any relevant governmental revenue authority, to make any
          deduction or withholding in respect of which X would not be required
          to pay an additional amount to Y under Section 2(d)(i)(4);

          (2) X does not so deduct or withhold; and

          (3) a liability resulting from such Tax is assessed directly against
          X,

     then, except to the extent Y has satisfied or then satisfies the
     liability resulting from such Tax, Y will promptly pay to X the amount of
     such liability (including any related liability for interest, but
     including any related liability for penalties only if Y has failed to
     comply with or perform any agreement contained in Section 4(a)(i),
     4(a)(iii) or 4(d)).

(e)  Default Interest; Other Amounts. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant
Transaction, a party that defaults in the performance of any payment
obligation will, to the extent permitted by law and subject to Section 6(c),
be required to pay interest (before as well as after judgment) on the overdue
amount to the other party on demand in the same currency as such overdue
amount, for the period from (and including) the original due date for payment
to (but excluding) the date of actual payment, at the Default Rate. Such
interest will be calculated on the basis of daily compounding and the actual
number of days elapsed. If, prior to the occurrence or effective designation
of an Early Termination Date in respect of the relevant Transaction, a party
defaults in the performance of any obligation required to be settled by
delivery, it will compensate the other party on demand if and to the extent
provided for in the relevant Confirmation or elsewhere in this Agreement.

3.   Representations

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered
into and, in the case of the representations in Section 3(f), at all times
until the termination of this Agreement) that: --

(a)  Basic Representations.

     (i) Status. It is duly organised and validly existing under the laws of
     the jurisdiction of its organisation or incorporation and, if relevant
     under such laws, in good standing;

     (ii) Powers. It has the power to execute this Agreement and any other
     documentation relating to this Agreement to which it is a party, to
     deliver this Agreement and any other documentation relating to this
     Agreement that it is required by this Agreement to deliver and to perform
     its obligations under this Agreement and any obligations it has under any
     Credit Support Document to which it is a party and has taken all
     necessary action to authorise such execution, delivery and performance;

     (iii) No Violation or Conflict. Such execution, delivery and performance
     do not violate or conflict with any law applicable to it, any provision
     of its constitutional documents, any order or judgment of any court or
     other agency of government applicable to it or any of its assets or any
     contractual restriction binding on or affecting it or any of its assets;

     (iv) Consents. All governmental and other consents that are required to
     have been obtained by it with respect to this Agreement or any Credit
     Support Document to which it is a party have been obtained and are in
     full force and effect and all conditions of any such consents have been
     complied with; and

     (v) Obligations Binding. Its obligations under this Agreement and any
     Credit Support Document to which it is a party constitute its legal,
     valid and binding obligations, enforceable in accordance with their
     respective terms (subject to applicable bankruptcy, reorganisation,
     insolvency, moratorium or similar laws affecting creditors' rights
     generally and subject, as to enforceability, to equitable principles of
     general application (regardless of whether enforcement is sought in a
     proceeding in equity or at law)).



                                  D-1-3                            ISDA(R) 1992
<PAGE>


(b)  Absence of Certain Events. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has
occurred and is continuing and no such event or circumstance would occur as a
result of its entering into or performing its obligations under this Agreement
or any Credit Support Document to which it is a party.

(c)  Absence of Litigation. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding
at law or in equity or before any court, tribunal, governmental body, agency
or official or any arbitrator that is likely to affect the legality, validity
or enforceability against it of this Agreement or any Credit Support Document
to which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)  Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is
identified for the purpose of this Section 3(d) in the Schedule is, as of the
date of the information, true, accurate and complete in every material
respect.

(e)  Payer Tax Representation. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.

(f)  Payee Tax Representations. Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(f) is accurate and true.

4.   Agreements

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party: --

(a)  Furnish Specified Information. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs: --

     (i) any forms, documents or certificates relating to taxation specified
     in the Schedule or any Confirmation;

     (ii) any other documents specified in the Schedule or any Confirmation;
     and

     (iii) upon reasonable demand by such other party, any form or document
     that may be required or reasonably requested in writing in order to allow
     such other party or its Credit Support Provider to make a payment under
     this Agreement or any applicable Credit Support Document without any
     deduction or withholding for or on account of any Tax or with such
     deduction or withholding at a reduced rate (so long as the completion,
     execution or submission of such form or document would not materially
     prejudice the legal or commercial position of the party in receipt of
     such demand), with any such form or document to be accurate and completed
     in a manner reasonably satisfactory to such other party and to be
     executed and to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)  Maintain Authorisations. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

(c)  Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)  Tax Agreement. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of
such failure.

(e)  Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of
this Agreement by a jurisdiction in which it is incorporated,



                                  D-1-4                            ISDA(R) 1992
<PAGE>


organised, managed and controlled, or considered to have its seat, or in which
a branch or office through which it is acting for the purpose of this
Agreement is located ("Stamp Tax Jurisdiction") and will indemnify the other
party against any Stamp Tax levied or imposed upon the other party or in
respect of the other party's execution or performance of this Agreement by any
such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with
respect to the other party.

5.   Events of Default and Termination Events

(a)  Events of Default. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any of the following events constitutes an event of
default (an "Event of Default") with respect to such party: --

     (i) Failure to Pay or Deliver. Failure by the party to make, when due,
     any payment under this Agreement or delivery under Section 2(a)(i) or
     2(e) required to be made by it if such failure is not remedied on or
     before the third Local Business Day after notice of such failure is given
     to the party;

     (ii) Breach of Agreement. Failure by the party to comply with or perform
     any agreement or obligation (other than an obligation to make any payment
     under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give
     notice of a Termination Event or any agreement or obligation under
     Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by
     the party in accordance with this Agreement if such failure is not
     remedied on or before the thirtieth day after notice of such failure is
     given to the party;

     (iii) Credit Support Default.

          (1) Failure by the party or any Credit Support Provider of such
          party to comply with or perform any agreement or obligation to be
          complied with or performed by it in accordance with any Credit
          Support Document if such failure is continuing after any applicable
          grace period has elapsed;

          (2) the expiration or termination of such Credit Support Document or
          the failing or ceasing of such Credit Support Document to be in full
          force and effect for the purpose of this Agreement (in either case
          other than in accordance with its terms) prior to the satisfaction
          of all obligations of such party under each Transaction to which
          such Credit Support Document relates without the written consent of
          the other party; or

          (3) the party or such Credit Support Provider disaffirms, disclaims,
          repudiates or rejects, in whole or in part, or challenges the
          validity of, such Credit Support Document;

     (iv) Misrepresentation. A representation (other than a representation
     under Section 3(e) or (f)) made or repeated or deemed to have been made
     or repeated by the party or any Credit Support Provider of such party in
     this Agreement or any Credit Support Document proves to have been
     incorrect or misleading in any material respect when made or repeated or
     deemed to have been made or repeated;

     (v) Default under Specified Transaction. The party, any Credit Support
     Provider of such party or any applicable Specified Entity of such party
     (1) defaults under a Specified Transaction and, after giving effect to
     any applicable notice requirement or grace period, there occurs a
     liquidation of, an acceleration of obligations under, or an early
     termination of, that Specified Transaction, (2) defaults, after giving
     effect to any applicable notice requirement or grace period, in making
     any payment or delivery due on the last payment, delivery or exchange
     date of, or any payment on early termination of, a Specified Transaction
     (or such default continues for at least three Local Business Days if
     there is no applicable notice requirement or grace period) or (3)
     disaffirms, disclaims, repudiates or rejects, in whole or in part, a
     Specified Transaction (or such action is taken by any person or entity
     appointed or empowered to operate it or act on its behalf);

     (vi) Cross Default. If "Cross Default" is specified in the Schedule as
     applying to the party, the occurrence or existence of (1) a default,
     event of default or other similar condition or event (however



                                 D-1-5                              ISDA(R) 1992
<PAGE>

     described) in respect of such party, any Credit Support Provider of such
     party or any applicable Specified Entity of such party under one or more
     agreements or instruments relating to Specified Indebtedness of any of
     them (individually or collectively) in an aggregate amount of not less
     than the applicable Threshold Amount (as specified in the Schedule) which
     has resulted in such Specified Indebtedness becoming, or becoming capable
     at such time of being declared, due and payable under such agreements or
     instruments, before it would otherwise have been due and payable or (2) a
     default by such party, such Credit Support Provider or such Specified
     Entity (individually or collectively) in making one or more payments on
     the due date thereof in an aggregate amount of not less than the
     applicable Threshold Amount under such agreements or instruments (after
     giving effect to any applicable notice requirement or grace period);

     (vii) Bankruptcy. The party, any Credit Support Provider of such party or
     any applicable Specified Entity of such party: --

          (1) is dissolved (other than pursuant to a consolidation,
          amalgamation or merger); (2) becomes insolvent or is unable to pay
          its debts or fails or admits in writing its inability generally to
          pay its debts as they become due; (3) makes a general assignment,
          arrangement or composition with or for the benefit of its creditors;
          (4) institutes or has instituted against it a proceeding seeking a
          judgment of insolvency or bankruptcy or any other relief under any
          bankruptcy or insolvency law or other similar law affecting
          creditors' rights, or a petition is presented for its winding-up or
          liquidation, and, in the case of any such proceeding or petition
          instituted or presented against it, such proceeding or petition (A)
          results in a judgment of insolvency or bankruptcy or the entry of an
          order for relief or the making of an order for its winding-up or
          liquidation or (B) is not dismissed, discharged, stayed or
          restrained in each case within 30 days of the institution or
          presentation thereof; (5) has a resolution passed for its
          winding-up, official management or liquidation (other than pursuant
          to a consolidation, amalgamation or merger); (6) seeks or becomes
          subject to the appointment of an administrator, provisional
          liquidator, conservator, receiver, trustee, custodian or other
          similar official for it or for all or substantially all its assets;
          (7) has a secured party take possession of all or substantially all
          its assets or has a distress, execution, attachment, sequestration
          or other legal process levied, enforced or sued on or against all or
          substantially all its assets and such secured party maintains
          possession, or any such process is not dismissed, discharged, stayed
          or restrained, in each case within 30 days thereafter; (8) causes or
          is subject to any event with respect to it which, under the
          applicable laws of any jurisdiction, has an analogous effect to any
          of the events specified in clauses (1) to (7) (inclusive); or (9)
          takes any action in furtherance of, or indicating its consent to,
          approval of, or acquiescence in, any of the foregoing acts; or

     (viii) Merger Without Assumption. The party or any Credit Support
     Provider of such party consolidates or amalgamates with, or merges with
     or into, or transfers all or substantially all its assets to, another
     entity and, at the time of such consolidation, amalgamation, merger or
     transfer: --

          (1) the resulting, surviving or transferee entity fails to assume
          all the obligations of such party or such Credit Support Provider
          under this Agreement or any Credit Support Document to which it or
          its predecessor was a party by operation of law or pursuant to an
          agreement reasonably satisfactory to the other party to this
          Agreement; or

          (2) the benefits of any Credit Support Document fail to extend
          (without the consent of the other party) to the performance by such
          resulting, surviving or transferee entity of its obligations under
          this Agreement.

(b) Termination Events. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any event specified below constitutes an Illegality if
the event is specified in (i) below, a Tax Event if the event is specified in
(ii) below or a Tax Event Upon Merger if the event is specified in (iii)
below, and, if specified to be applicable, a Credit Event



                                 D-1-6                              ISDA(R) 1992

<PAGE>


Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below: --

     (i) Illegality. Due to the adoption of, or any change in, any applicable
     law after the date on which a Transaction is entered into, or due to the
     promulgation of, or any change in, the interpretation by any court,
     tribunal or regulatory authority with competent jurisdiction of any
     applicable law after such date, it becomes unlawful (other than as a
     result of a breach by the party of Section 4(b)) for such party (which
     will be the Affected Party): --

          (1) to perform any absolute or contingent obligation to make a
          payment or delivery or to receive a payment or delivery in respect
          of such Transaction or to comply with any other material provision
          of this Agreement relating to such Transaction; or

          (2) to perform, or for any Credit Support Provider of such party to
          perform, any contingent or other obligation which the party (or such
          Credit Support Provider) has under any Credit Support Document
          relating to such Transaction;

     (ii) Tax Event. Due to (x) any action taken by a taxing authority, or
     brought in a court of competent jurisdiction, on or after the date on
     which a Transaction is entered into (regardless of whether such action is
     taken or brought with respect to a party to this Agreement) or (y) a
     Change in Tax Law, the party (which will be the Affected Party) will, or
     there is a substantial likelihood that it will, on the next succeeding
     Scheduled Payment Date (1) be required to pay to the other party an
     additional amount in respect of an Indemnifiable Tax under Section
     2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
     6(e)) or (2) receive a payment from which an amount is required to be
     deducted or withheld for or on account of a Tax (except in respect of
     interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount
     is required to be paid in respect of such Tax under Section 2(d)(i)(4)
     (other than by reason of Section 2(d)(i)(4)(A) or (B));

     (iii) Tax Event Upon Merger. The party (the "Burdened Party") on the next
     succeeding Scheduled Payment Date will either (1) be required to pay an
     additional amount in respect of an Indemnifiable Tax under Section
     2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
     6(e)) or (2) receive a payment from which an amount has been deducted or
     withheld for or on account of any Indemnifiable Tax in respect of which
     the other party is not required to pay an additional amount (other than
     by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of
     a party consolidating or amalgamating with, or merging with or into, or
     transferring all or substantially all its assets to, another entity
     (which will be the Affected Party) where such action does not constitute
     an event described in Section 5(a)(viii);

     (iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is specified
     in the Schedule as applying to the party, such party ("X"), any Credit
     Support Provider of X or any applicable Specified Entity of X
     consolidates or amalgamates with, or merges with or into, or transfers
     all or substantially all its assets to, another entity and such action
     does not constitute an event described in Section 5(a)(viii) but the
     creditworthiness of the resulting, surviving or transferee entity is
     materially weaker than that of X, such Credit Support Provider or such
     Specified Entity, as the case may be, immediately prior to such action
     (and, in such event, X or its successor or transferee, as appropriate,
     will be the Affected Party); or

     (v) Additional Termination Event. If any "Additional Termination Event"
     is specified in the Schedule or any Confirmation as applying, the
     occurrence of such event (and, in such event, the Affected Party or
     Affected Parties shall be as specified for such Additional Termination
     Event in the Schedule or such Confirmation).

(c)  Event of Default and Illegality. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an
Event of Default.


                                D-1-7                              ISDA(R) 1992

<PAGE>


6.   Early Termination

(a)  Right to Terminate Following Event of Default. If at any time an Event of
Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as
an Early Termination Date in respect of all outstanding Transactions. If,
however, "Automatic Early Termination" is specified in the Schedule as
applying to a party, then an Early Termination Date in respect of all
outstanding Transactions will occur immediately upon the occurrence with
respect to such party of an Event of Default specified in Section
5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as
of the time immediately preceding the institution of the relevant proceeding
or the presentation of the relevant petition upon the occurrence with respect
to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to
the extent analogous thereto, (8).

(b)  Right to Terminate Following Termination Event.

     (i) Notice. If a Termination Event occurs, an Affected Party will,
     promptly upon becoming aware of it, notify the other party, specifying
     the nature of that Termination Event and each Affected Transaction and
     will also give such other information about that Termination Event as the
     other party may reasonably require.

     (ii) Transfer to Avoid Termination Event. If either an Illegality under
     Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
     Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
     Affected Party, the Affected Party will, as a condition to its right to
     designate an Early Termination Date under Section 6(b)(iv), use all
     reasonable efforts (which will not require such party to incur a loss,
     excluding immaterial, incidental expenses) to transfer within 20 days
     after it gives notice under Section 6(b)(i) all its rights and
     obligations under this Agreement in respect of the Affected Transactions
     to another of its Offices or Affiliates so that such Termination Event
     ceases to exist.

     If the Affected Party is not able to make such a transfer it will give
     notice to the other party to that effect within such 20 day period,
     whereupon the other party may effect such a transfer within 30 days after
     the notice is given under Section 6(b)(i).

     Any such transfer by a party under this Section 6(b)(ii) will be subject
     to and conditional upon the prior written consent of the other party,
     which consent will not be withheld if such other party's policies in
     effect at such time would permit it to enter into transactions with the
     transferee on the terms proposed.

     (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or
     a Tax Event occurs and there are two Affected Parties, each party will
     use all reasonable efforts to reach agreement within 30 days after notice
     thereof is given under Section 6(b)(i) on action to avoid that
     Termination Event.

     (iv) Right to Terminate. If: --

          (1) a transfer under Section 6(b)(ii) or an agreement under Section
          6(b)(iii), as the case may be, has not been effected with respect to
          all Affected Transactions within 30 days after an Affected Party
          gives notice under Section 6(b)(i); or

          (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon
          Merger or an Additional Termination Event occurs, or a Tax Event
          Upon Merger occurs and the Burdened Party is not the Affected Party,

     either party in the case of an Illegality, the Burdened Party in the case
     of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event
     or an Additional Termination Event if there is more than one Affected
     Party, or the party which is not the Affected Party in the case of a
     Credit Event Upon Merger or an Additional Termination Event if there is
     only one Affected Party may, by not more than 20 days notice to the other
     party and provided that the relevant Termination Event is then



                                 D-1-8                             ISDA(R) 1992

<PAGE>


     continuing, designate a day not earlier than the day such notice is
     effective as an Early Termination Date in respect of all Affected
     Transactions.

(c)  Effect of Designation.

     (i) If notice designating an Early Termination Date is given under
     Section 6(a) or (b), the Early Termination Date will occur on the date so
     designated, whether or not the relevant Event of Default or Termination
     Event is then continuing.

     (ii) Upon the occurrence or effective designation of an Early Termination
     Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in
     respect of the Terminated Transactions will be required to be made, but
     without prejudice to the other provisions of this Agreement. The amount,
     if any, payable in respect of an Early Termination Date shall be
     determined pursuant to Section 6(e).

(d)  Calculations.

     (i) Statement. On or as soon as reasonably practicable following the
     occurrence of an Early Termination Date, each party will make the
     calculations on its part, if any, contemplated by Section 6(e) and will
     provide to the other party a statement (1) showing, in reasonable detail,
     such calculations (including all relevant quotations and specifying any
     amount payable under Section 6(e)) and (2) giving details of the relevant
     account to which any amount payable to it is to be paid. In the absence
     of written confirmation from the source of a quotation obtained in
     determining a Market Quotation, the records of the party obtaining such
     quotation will be conclusive evidence of the existence and accuracy of
     such quotation.

     (ii) Payment Date. An amount calculated as being due in respect of any
     Early Termination Date under Section 6(e) will be payable on the day that
     notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated or occurs as a result of an Event of
     Default) and on the day which is two Local Business Days after the day on
     which notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated as a result of a Termination Event).
     Such amount will be paid together with (to the extent permitted under
     applicable law) interest thereon (before as well as after judgment) in
     the Termination Currency, from (and including) the relevant Early
     Termination Date to (but excluding) the date such amount is paid, at the
     Applicable Rate. Such interest will be calculated on the basis of daily
     compounding and the actual number of days elapsed.

(e)  Payments on Early Termination. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the
Schedule of a payment measure, either "Market Quotation" or "Loss", and a
payment method, either the "First Method" or the "Second Method". If the
parties fail to designate a payment measure or payment method in the Schedule,
it will be deemed that "Market Quotation" or the "Second Method", as the case
may be, shall apply. The amount, if any, payable in respect of an Early
Termination Date and determined pursuant to this Section will be subject to
any Set-off.

     (i)  Events of Default. If the Early Termination Date results from an
     Event of Default: --

          (1) First Method and Market Quotation. If the First Method and
          Market Quotation apply, the Defaulting Party will pay to the
          Non-defaulting Party the excess, if a positive number, of (A) the
          sum of the Settlement Amount (determined by the Non-defaulting
          Party) in respect of the Terminated Transactions and the Termination
          Currency Equivalent of the Unpaid Amounts owing to the
          Non-defaulting Party over (B) the Termination Currency Equivalent of
          the Unpaid Amounts owing to the Defaulting Party.

          (2) First Method and Loss. If the First Method and Loss apply, the
          Defaulting Party will pay to the Non-defaulting Party, if a positive
          number, the Non-defaulting Party's Loss in respect of this
          Agreement.

          (3) Second Method and Market Quotation. If the Second Method and
          Market Quotation apply, an amount will be payable equal to (A) the
          sum of the Settlement Amount (determined by the



                                 D-1-9                             ISDA(R) 1992

<PAGE>


          Non-defaulting Party) in respect of the Terminated Transactions and
          the Termination Currency Equivalent of the Unpaid Amounts owing to
          the Non-defaulting Party less (B) the Termination Currency
          Equivalent of the Unpaid Amounts owing to the Defaulting Party. If
          that amount is a positive number, the Defaulting Party will pay it
          to the Non-defaulting Party; if it is a negative number, the
          Non-defaulting Party will pay the absolute value of that amount to
          the Defaulting Party.

          (4) Second Method and Loss. If the Second Method and Loss apply, an
          amount will be payable equal to the Non-defaulting Party's Loss in
          respect of this Agreement. If that amount is a positive number, the
          Defaulting Party will pay it to the Non-defaulting Party; if it is a
          negative number, the Non-defaulting Party will pay the absolute
          value of that amount to the Defaulting Party.

     (ii) Termination Events. If the Early Termination Date results from a
     Termination Event: --

          (1) One Affected Party. If there is one Affected Party, the amount
          payable will be determined in accordance with Section 6(e)(i)(3), if
          Market Quotation applies, or Section 6(e)(i)(4), if Loss applies,
          except that, in either case, references to the Defaulting Party and
          to the Non-defaulting Party will be deemed to be references to the
          Affected Party and the party which is not the Affected Party,
          respectively, and, if Loss applies and fewer than all the
          Transactions are being terminated, Loss shall be calculated in
          respect of all Terminated Transactions.

          (2) Two Affected Parties. If there are two Affected Parties: --

               (A) if Market Quotation applies, each party will determine a
               Settlement Amount in respect of the Terminated Transactions,
               and an amount will be payable equal to (I) the sum of (a)
               one-half of the difference between the Settlement Amount of the
               party with the higher Settlement Amount ("X") and the
               Settlement Amount of the party with the lower Settlement Amount
               ("Y") and (b) the Termination Currency Equivalent of the Unpaid
               Amounts owing to X less (II) the Termination Currency
               Equivalent of the Unpaid Amounts owing to Y; and

               (B) if Loss applies, each party will determine its Loss in
               respect of this Agreement (or, if fewer than all the
               Transactions are being terminated, in respect of all Terminated
               Transactions) and an amount will be payable equal to one-half
               of the difference between the Loss of the party with the higher
               Loss ("X") and the Loss of the party with the lower Loss ("Y").

          If the amount payable is a positive number, Y will pay it to X; if
          it is a negative number, X will pay the absolute value of that
          amount to Y.

     (iii) Adjustment for Bankruptcy. In circumstances where an Early
     Termination Date occurs because "Automatic Early Termination" applies in
     respect of a party, the amount determined under this Section 6(e) will be
     subject to such adjustments as are appropriate and permitted by law to
     reflect any payments or deliveries made by one party to the other under
     this Agreement (and retained by such other party) during the period from
     the relevant Early Termination Date to the date for payment determined
     under Section 6(d)(ii).

     (iv) Pre-Estimate. The parties agree that if Market Quotation applies an
     amount recoverable under this Section 6(e) is a reasonable pre-estimate
     of loss and not a penalty. Such amount is payable for the loss of bargain
     and the loss of protection against future risks and except as otherwise
     provided in this Agreement neither party will be entitled to recover any
     additional damages as a consequence of such losses.



                                 D-1-10                            ISDA(R) 1992

<PAGE>


7.  Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of
the other party, except that: --

(a) a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to
any other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be
void.

8.  Contractual Currency

(a) Payment in the Contractual Currency. Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable
law, any obligation to make payments under this Agreement in the Contractual
Currency will not be discharged or satisfied by any tender in any currency
other than the Contractual Currency, except to the extent such tender results
in the actual receipt by the party to which payment is owed, acting in a
reasonable manner and in good faith in converting the currency so tendered
into the Contractual Currency, of the full amount in the Contractual Currency
of all amounts payable in respect of this Agreement. If for any reason the
amount in the Contractual Currency so received falls short of the amount in
the Contractual Currency payable in respect of this Agreement, the party
required to make the payment will, to the extent permitted by applicable law,
immediately pay such additional amount in the Contractual Currency as may be
necessary to compensate for the shortfall. If for any reason the amount in the
Contractual Currency so received exceeds the amount in the Contractual
Currency payable in respect of this Agreement, the party receiving the payment
will refund promptly the amount of such excess.

(b) Judgments. To the extent permitted by applicable law, if any judgment or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party
is entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency and will refund promptly to the other party any excess of
the Contractual Currency received by such party as a consequence of sums paid
in such other currency if such shortfall or such excess arises or results from
any variation between the rate of exchange at which the Contractual Currency
is converted into the currency of the judgment or order for the purposes of
such judgment or order and the rate of exchange at which such party is able,
acting in a reasonable manner and in good faith in converting the currency
received into the Contractual Currency, to purchase the Contractual Currency
with the amount of the currency of the judgment or order actually received by
such party. The term "rate of exchange" includes, without limitation, any
premiums and costs of exchange payable in connection with the purchase of or
conversion into the Contractual Currency.

(c) Separate Indemnities. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the
party to which any payment is owed and will not be affected by judgment being
obtained or claim or proof being made for any other sums payable in respect of
this Agreement.

(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.



                                 D-1-11                            ISDA(R) 1992

<PAGE>

9.   Miscellaneous

(a)  Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)  Amendments. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced
by a facsimile transmission) and executed by each of the parties or confirmed
by an exchange of telexes or electronic messages on an electronic messaging
system.

(c)  Survival of Obligations. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)  Remedies Cumulative. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)  Counterparts and Confirmations.

     (i) This Agreement (and each amendment, modification and waiver in
     respect of it) may be executed and delivered in counterparts (including
     by facsimile transmission), each of which will be deemed an original.

     (ii) The parties intend that they are legally bound by the terms of each
     Transaction from the moment they agree to those terms (whether orally or
     otherwise). A Confirmation shall be entered into as soon as practicable
     and may be executed and delivered in counterparts (including by facsimile
     transmission) or be created by an exchange of telexes or by an exchange
     of electronic messages on an electronic messaging system, which in each
     case will be sufficient for all purposes to evidence a binding supplement
     to this Agreement. The parties will specify therein or through another
     effective means that any such counterpart, telex or electronic message
     constitutes a Confirmation.

(f)  No Waiver of Rights. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)  Headings. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10. Offices; Multibranch Parties

(a) If Section 10(a) is specified in the Schedule as applying, each party that
enters into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking
office or jurisdiction of incorporation or organisation of such party, the
obligations of such party are the same as if it had entered into the
Transaction through its head or home office. This representation will be
deemed to be repeated by such party on each date on which a Transaction is
entered into.

(b) Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c) If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a
Transaction will be specified in the relevant Confirmation.

11. Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other
party for and against all reasonable out-of-pocket expenses, including legal
fees and Stamp Tax, incurred by such other party by reason of the enforcement
and protection of its rights under this Agreement or any Credit Support
Document



                                 D-1-12                            ISDA(R) 1992

<PAGE>


to which the Defaulting Party is a party or by reason of the early termination
of any Transaction, including, but not limited to, costs of collection.

12.  Notices

(a)  Effectiveness. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated: --

     (i) if in writing and delivered in person or by courier, on the date it
     is delivered;

     (ii) if sent by telex, on the date the recipient's answerback is
     received;

     (iii) if sent by facsimile transmission, on the date that transmission is
     received by a responsible employee of the recipient in legible form (it
     being agreed that the burden of proving receipt will be on the sender and
     will not be met by a transmission report generated by the sender's
     facsimile machine);

     (iv) if sent by certified or registered mail (airmail, if overseas) or
     the equivalent (return receipt requested), on the date that mail is
     delivered or its delivery is attempted; or

     (v) if sent by electronic messaging system, on the date that electronic
     message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)  Change of Addresses. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13.  Governing Law and Jurisdiction

(a)  Governing Law. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)  Jurisdiction. With respect to any suit, action or proceedings relating to
this Agreement ("Proceedings"), each party irrevocably: --

     (i) submits to the jurisdiction of the English courts, if this Agreement
     is expressed to be governed by English law, or to the non-exclusive
     jurisdiction of the courts of the State of New York and the United States
     District Court located in the Borough of Manhattan in New York City, if
     this Agreement is expressed to be governed by the laws of the State of
     New York; and

     (ii) waives any objection which it may have at any time to the laying of
     venue of any Proceedings brought in any such court, waives any claim that
     such Proceedings have been brought in an inconvenient forum and further
     waives the right to object, with respect to such Proceedings, that such
     court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the
Civil Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)  Service of Process. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any



                                 D-1-13                            ISDA(R) 1992

<PAGE>


reason any party's Process Agent is unable to act as such, such party will
promptly notify the other party and within 30 days appoint a substitute
process agent acceptable to the other party. The parties irrevocably consent
to service of process given in the manner provided for notices in Section 12.
Nothing in this Agreement will affect the right of either party to serve
process in any other manner permitted by law.

(d)  Waiver of Immunities. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and
assets (irrespective of their use or intended use), all immunity on the
grounds of sovereignty or other similar grounds from (i) suit, (ii)
jurisdiction of any court, (iii) relief by way of injunction, order for
specific performance or for recovery of property, (iv) attachment of its
assets (whether before or after judgment) and (v) execution or enforcement of
any judgment to which it or its revenues or assets might otherwise be entitled
in any Proceedings in the courts of any jurisdiction and irrevocably agrees,
to the extent permitted by applicable law, that it will not claim any such
immunity in any Proceedings.

14.  Definitions

As used in this Agreement: --

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control"
of any entity or person means ownership of a majority of the voting power of
the entity or person.

"Applicable Rate" means: --

(a) in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii))
on which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Non-defaulting Party, the
Non-default Rate; and

(d) in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or
ratification of, or any change in or amendment to, any law (or in the
application or official interpretation of any law) that occurs on or after the
date on which the relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified
as such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.



                                 D-1-14                            ISDA(R) 1992

<PAGE>


"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if
applicable, in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" means any Tax other than a Tax that would not be imposed
in respect of a payment under this Agreement but for a present or former
connection between the jurisdiction of the government or taxation authority
imposing such Tax and the recipient of such payment or a person related to
such recipient (including, without limitation, a connection arising from such
recipient or related person being or having been a citizen or resident of such
jurisdiction, or being or having been organised, present or engaged in a trade
or business in such jurisdiction, or having or having had a permanent
establishment or fixed place of business in such jurisdiction, but excluding a
connection arising solely from such recipient or related person having
executed, delivered, performed its obligations or received a payment under, or
enforced, this Agreement or a Credit Support Document).

"law" includes any treaty, law, rule or regulation (as modified, in the case
of tax matters, by the practice of any relevant governmental revenue
authority) and "lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and
foreign currency deposits) (a) in relation to any obligation under Section
2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so
specified, as otherwise agreed by the parties in writing or determined
pursuant to provisions contained, or incorporated by reference, in this
Agreement, (b) in relation to any other payment, in the place where the
relevant account is located and, if different, in the principal financial
centre, if any, of the currency of such payment, (c) in relation to any notice
or other communication, including notice contemplated under Section 5(a)(i),
in the city specified in the address for notice provided by the recipient and,
in the case of a notice contemplated by Section 2(b), in the place where the
relevant new account is to be located and (d) in relation to Section
5(a)(v)(2), in the relevant locations for performance with respect to such
Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be
its total losses and costs (or gain, in which case expressed as a negative
number) in connection with this Agreement or that Terminated Transaction or
group of Terminated Transactions, as the case may be, including any loss of
bargain, cost of funding or, at the election of such party but without
duplication, loss or cost incurred as a result of its terminating,
liquidating, obtaining or reestablishing any hedge or related trading position
(or any gain resulting from any of them). Loss includes losses and costs (or
gains) in respect of any payment or delivery required to have been made
(assuming satisfaction of each applicable condition precedent) on or before
the relevant Early Termination Date and not made, except, so as to avoid
duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does
not include a party's legal fees and out-of-pocket expenses referred to under
Section 11. A party will determine its Loss as of the relevant Early
Termination Date, or, if that is not reasonably practicable, as of the
earliest date thereafter as is reasonably practicable. A party may (but need
not) determine its Loss by reference to quotations of relevant rates or prices
from one or more leading dealers in the relevant markets.

"Market Quotation" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or
by such party (expressed as a positive number) in consideration of an
agreement between such party (taking into account any existing Credit Support
Document with respect to the obligations of such party) and the quoting
Reference Market-maker to enter into a transaction (the "Replacement
Transaction") that would have the effect of preserving for such party the
economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of each
applicable condition precedent) by the parties under Section 2(a)(i) in
respect of such Terminated Transaction or group of Terminated Transactions
that would, but for the occurrence of the relevant Early Termination Date,
have



                                 D-1-15                           ISDA(R) 1992

<PAGE>


been required after that date. For this purpose, Unpaid Amounts in respect of
the Terminated Transaction or group of Terminated Transactions are to be
excluded but, without limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after that Early Termination Date is
to be included. The Replacement Transaction would be subject to such
documentation as such party and the Reference Market-maker may, in good faith,
agree. The party making the determination (or its agent) will request each
Reference Market-maker to provide its quotation to the extent reasonably
practicable as of the same day and time (without regard to different time
zones) on or as soon as reasonably practicable after the relevant Early
Termination Date. The day and time as of which those quotations are to be
obtained will be selected in good faith by the party obliged to make a
determination under Section 6(e), and, if each party is so obliged, after
consultation with the other. If more than three quotations are provided, the
Market Quotation will be the arithmetic mean of the quotations, without regard
to the quotations having the highest and lowest values. If exactly three such
quotations are provided, the Market Quotation will be the quotation remaining
after disregarding the highest and lowest quotations. For this purpose, if
more than one quotation has the same highest value or lowest value, then one
of such quotations shall be disregarded. If fewer than three quotations are
provided, it will be deemed that the Market Quotation in respect of such
Terminated Transaction or group of Terminated Transactions cannot be
determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it)
if it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head
or home office.

"Potential Event of Default" means any event which, with the giving of notice
or the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria
that such party applies generally at the time in deciding whether to offer or
to make an extension of credit and (b) to the extent practicable, from among
such dealers having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a)
in which the party is incorporated, organised, managed and controlled or
considered to have its seat, (b) where an Office through which the party is
acting for purposes of this Agreement is located, (c) in which the party
executes this Agreement and (d) in relation to any payment, from or through
which such payment is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of retention
or withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or
imposed on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination
Date, the sum of: --

(a) the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b) such party's Loss (whether positive or negative and without reference to
any Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not
(in the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.



                                 D-1-16                            ISDA(R) 1992

<PAGE>


"Specified Indebtedness" means, subject to the Schedule, any obligation
(whether present or future, contingent or otherwise, as principal or surety or
otherwise) in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter
entered into between one party to this Agreement (or any Credit Support
Provider of such party or any applicable Specified Entity of such party) and
the other party to this Agreement (or any Credit Support Provider of such
other party or any applicable Specified Entity of such other party) which is a
rate swap transaction, basis swap, forward rate transaction, commodity swap,
commodity option, equity or equity index swap, equity or equity index option,
bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar
transaction (including any option with respect to any of these transactions),
(b) any combination of these transactions and (c) any other transaction
identified as a Specified Transaction in this Agreement or the relevant
confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment
or fee of any nature (including interest, penalties and additions thereto)
that is imposed by any government or other taxing authority in respect of any
payment under this Agreement other than a stamp, registration, documentation
or similar tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in
effect immediately before the effectiveness of the notice designating that
Early Termination Date (or, if "Automatic Early Termination" applies,
immediately before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated
in the Termination Currency, such Termination Currency amount and, in respect
of any amount denominated in a currency other than the Termination Currency
(the "Other Currency"), the amount in the Termination Currency determined by
the party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or,
if the relevant Market Quotation or Loss (as the case may be), is determined
as of a later date, that later date, with the Termination Currency at the rate
equal to the spot exchange rate of the foreign exchange agent (selected as
provided below) for the purchase of such Other Currency with the Termination
Currency at or about 11:00 a.m. (in the city in which such foreign exchange
agent is located) on such date as would be customary for the determination of
such a rate for the purchase of such Other Currency for value on the relevant
Early Termination Date or that later date. The foreign exchange agent will, if
only one party is obliged to make a determination under Section 6(e), be
selected in good faith by that party and otherwise will be agreed by the
parties.

"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon
Merger or, if specified to be applicable, a Credit Event Upon Merger or an
Additional Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as
certified by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early
Termination Date, the aggregate of (a) in respect of all Terminated
Transactions, the amounts that became payable (or that would have become
payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or
prior to such Early Termination Date and which remain unpaid as at such Early
Termination Date and (b) in respect of each Terminated Transaction, for each
obligation under Section 2(a)(i) which was (or would have been but for Section
2(a)(iii)) required to be settled by delivery to such party on or prior to
such Early Termination Date and which has not been so settled as at such Early
Termination Date, an amount equal to the fair market



                                 D-1-17                           ISDA(R) 1992

<PAGE>



value of that which was (or would have been) required to be delivered as of
the originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or
would have been required to have been paid or performed to (but excluding)
such Early Termination Date, at the Applicable Rate. Such amounts of interest
will be calculated on the basis of daily compounding and the actual number of
days elapsed. The fair market value of any obligation referred to in clause
(b) above shall be reasonably determined by the party obliged to make the
determination under Section 6(e) or, if each party is so obliged, it shall be
the average of the Termination Currency Equivalents of the fair market values
reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.




WACHOVIA BANK, NATIONAL ASSOCIATION       STRATS(SM) TRUST FOR GOLDMAN SACHS
                                          GROUP SECURITIES, SERIES 2006-2

                                          By: The Bank of New York, as Trustee


By:  /s/ Kim V. Farr                       By: /s/ Kevin Pennant
    ----------------------                     -----------------------
    Name:  Kim V. Farr                         Name:  Kevin Pennant
    Title: Director                            Title: Assistant Vice President
    Date:  March 31, 2006                      Date:  March 31, 2006





                                 D-1-18                            ISDA(R) 1992

<PAGE>

                                                                           D-2

                                                             Execution Version

                                   SCHEDULE
                                    to the
                               MASTER AGREEMENT
                      dated as of March 31, 2006 between
                WACHOVIA BANK, NATIONAL ASSOCIATION ("Party A")
                                      and
              STRATS(SM) TRUST FOR GOLDMAN SACHS GROUP SECURITIES,
                           SERIES 2006-2 ("Party B")

Part 1. Termination Provisions

(a)  "Specified Entity" means, with respect to Party A for all purposes of
     this Agreement, none specified, and with respect to Party B for all
     purposes of this Agreement, none specified.

(b)  "Specified Transaction" has its meaning as defined in Section 14 of this
     Agreement.

(c)  "Cross Default" does not apply to Party A or Party B.

(d)  "Credit Event Upon Merger" does not apply to Party A or Party B.

(e)  "Automatic Early Termination" does not apply to Party A or Party B.

(f)  Payments on Early Termination. Except as otherwise provided in this
     Schedule, "Market Quotation" and the "Second Method" apply. In the case
     of any Terminated Transaction that is, or is subject to, any unexercised
     option, the words "economic equivalent of any payment or delivery"
     appearing in the definition of "Market Quotation" shall be construed to
     take into account the economic equivalent of the option. Additionally, in
     the event an Early Termination Date is designated by Party B in
     connection with an Event of Default or Termination Event with respect to
     which Party A is the Defaulting Party or sole Affected Party, then in no
     event shall any amount be payable under Section 6(e) of the Agreement by
     either Party A or Party B.

(g)  "Termination Currency" means United States Dollars.

(h)  Limitation on Defaults. The Events of Default specified in Section 5 of
     this Agreement shall not apply to Party A or Party B except for the
     following:

     (i)  Section 5(a)(i) of this Agreement (Failure to Pay or Deliver).

     (ii) Section 5(a)(vii) of this Agreement (Bankruptcy), provided that, the
          failure to make any payment of interest on or principal of the
          Certificates which does not give rise to an event of default
          pursuant to the terms of the Trust Agreement shall not be deemed to
          constitute a Bankruptcy within the meaning of clause (2) thereof
          with respect to Party B; and

     (iii) Section 5(a)(viii) of this Agreement (Merger Without Assumption).



                                 D-2-1

<PAGE>


(i)  Additional Termination Events.

     (i)  The occurrence of any of the following events shall be an Additional
          Termination Event:

          (A)  The failure of Party A to comply with the following:

               (i)  Upon the occurrence of an S&P Required Rating Downgrade
                    Event (as defined below), Party A shall make a Permitted
                    Transfer in accordance with the provisions of Part
                    6(a)(ii) of this Schedule within seven (7) Business Days
                    of such S&P Required Rating Downgrade Event, provided,
                    however, that termination due to any such S&P Required
                    Rating Downgrade Event shall not be permitted if S&P
                    confirms in writing that it will not downgrade, reduce,
                    suspend or withdraw S&P's then-current rating on the
                    Certificates if this Agreement remains in full force and
                    effect with respect to each Transaction hereunder. Party A
                    shall notify Party B within one (1) Business Day of the
                    occurrence of a S&P Required Rating Downgrade Event. Such
                    Permitted Transfer by Party A shall have the effect that
                    no Additional Termination Event under this Part
                    1(i)(i)(A)(i) shall exist with respect to the Affected
                    Transactions; or

               (ii) Upon the occurrence of a Collateral Rating Downgrade Event
                    (as defined below), Party A shall, on or before the Credit
                    Support Commencement Date, either (i) amend the Credit
                    Support Annex with Party B and obtain S&P's confirmation
                    in writing that such amended Credit Support Annex will not
                    cause the reduction or withdrawal of its then current
                    rating of any outstanding class of Certificates under the
                    Trust Agreement with respect to which it has previously
                    issued a rating and Party A shall transfer to Party B's
                    Custodian under such amended Credit Support Annex an
                    amount of Eligible Collateral equal to the Delivery Amount
                    required to be transferred with respect to the Affected
                    Transactions in accordance with such amended Credit
                    Support Annex, (ii) make a Permitted Transfer with respect
                    to the Affected Transactions or (iii) provide Alternative
                    Credit Support (as defined below) with respect to the
                    Affected Transactions. Party A shall notify Party B within
                    five (5) Business Days of the occurrence of a Collateral
                    Rating Downgrade Event. Such posting of collateral
                    pursuant to an amended Credit Support Annex, the provision
                    of Alternative Credit Support or such Permitted Transfer
                    by Party A, shall have the effect that no Additional
                    Termination Event under this Part 1(i)(i)(A)(ii) shall
                    exist with respect to the Affected Transactions;

          (B)  The Certificates become due and payable prior to their final
               scheduled maturity date for any reason;



                                     D-2-2

<PAGE>


          (C)  Party B fails to comply with sub-paragraph (e)(i) of Part 6 of
               this Schedule; any prepayment, redemption, retirement,
               liquidation or distribution of the Underlying Securities
               (including as a result of a Payment Default, an Acceleration or
               an SEC Reporting Failure (as such terms are defined in the
               Trust Agreement)) or other prepayment in full of all
               Certificates outstanding occurs under the Trust Agreement (or
               any notice is given to that effect and such prepayment,
               redemption, retirement, liquidation or distribution of the
               Underlying Securities is not capable of being rescinded); any
               Trust Termination Event (as defined in the Trust Agreement)
               occurs under the Trust Agreement (or any notice is given by the
               Trustee or any other party authorized by the terms of the Trust
               Agreement of by law) and the Trustee, the Certificateholders or
               any other authorized party thereunder takes any action or
               exercises any rights or remedies under the Trust Agreement or
               under law that would result in (1) the appropriation of all
               right, title and interest in and to the assets under the Trust
               Agreement in satisfaction, in whole or in part, of the
               obligations secured thereby, (2) the sale, liquidation or
               disposition of the assets under the Trust Agreement and the
               application of the proceeds thereof, in whole or in part, to
               the obligations secured thereby, or (3) the release of the
               security interest in the assets granted under the Trust
               Agreement in exchange for receiving either the payment, in
               whole or in part, of the obligations secured thereby or
               substitute collateral or credit support;

          (D)  Party B fails to comply with sub-paragraph (j)(i) of Part 1 of
               this Schedule to the extent of the applicable Affected Notional
               Amount as described in that paragraph; or

          (E)  On any Distribution Date, the significance percentage
               represented by the Transactions under this Agreement is 10% or
               more and Party A fails to: (x) post Collateral to secure its
               obligations hereunder in accordance with the terms of the
               Credit Support Annex in an amount sufficient to reduce the
               significance percentage to 7% or less; (y) provide financial
               information and all necessary consents meeting the applicable
               requirements of Item 1115(b) of Regulation AB; or (z) transfer
               this Agreement in accordance with Part 6(a) hereof to another
               swap provider that provides, as to itself, the financial
               information and consents described in clause (y) and that is
               otherwise acceptable to Party B, the Depositor and Trustee and
               as to which S&P has given its prior written confirmation that
               such transfer will not result in a reduction or withdrawal of
               the then current rating of the Certificates.

     (ii) For purposes of the right to terminate under Section 6(b)(iv), Party
          A will be the sole Affected Party for any Additional Termination
          Event described in clause (A)(i), clause (A)(ii) and clause (E) of
          sub-paragraph (i) above, and Party B will be the sole Affected Party
          for any other Additional Termination Event.

    (iii) Notwithstanding which party is the Affected Party for any
          Additional Termination Event, upon the occurrence of an Early
          Termination Date for any Additional



                                     D-2-3

<PAGE>

          Termination Event under this Part 1(i), Party A shall make the
          calculations under Section 6(e) of this Agreement as though it were
          the non-Affected Party for purposes of Section 6(e)(ii)(1) of this
          Agreement.

     (iv) "Hedge Counterparty Required Rating" means, as applicable, at any
          time that any Certificates are outstanding under the Trust Agreement
          and have a long-term rating of at least A by S&P, BBB-; provided
          that should S&P effect an overall downward adjustment of its
          approach to assigning short-term or long-term debt ratings, then the
          applicable Hedge Counterparty Required Rating shall be downwardly
          adjusted accordingly so long as the Rating Agency Condition (as
          defined herein) is satisfied.

     (v)  "Hedge Counterparty Collateral Threshold Rating" means, so long as
          any Certificates are outstanding under the Trust Agreement and are
          rated by S&P, the applicable "Party A Long-Term Collateral Threshold
          Rating" as set forth in the following table and determined based
          upon the applicable "Actual Certificate Rating" and the applicable
          "Party A Short-Term Collateral Threshold Rating":

          ---------------------------------------------------------------------
          Actual Certificate    Party A Short-Term     Party A Long-Term
               Rating(1)       Collateral Threshold   Collateral Threshold
                                     Rating(2)               Rating(3)
          ---------------------------------------------------------------------
          AA- or above         A-1                    A
          ---------------------------------------------------------------------
          AA- or above         Unrated                A+
          ---------------------------------------------------------------------
          A+                   A-2 or unrated         A-
          ---------------------------------------------------------------------
          A                    A-2 or unrated         A-
          ---------------------------------------------------------------------
          A- or below          Not applicable         Same rating as the Actual
                                                      Certificate Rating
          ---------------------------------------------------------------------

          provided that should S&P effect an overall downward adjustment of
          its approach to assigning short-term or long-term debt ratings, then
          the applicable Hedge Counterparty Collateral Threshold Rating shall
          be downwardly adjusted accordingly; so long as the Rating Agency
          Condition is satisfied.

     (vi) "S&P Required Rating Downgrade Event" means, for the purposes of
          Part 1(i)(i)(A)(i), the unsecured and unsubordinated debt
          obligations of Party A, or its Credit Support Provider, as
          applicable, are withdrawn or assigned a rating by S&P below the
          Hedge Counterparty Required Rating.



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

(1) For purposes hereof, the term "Actual Certificate Rating" means the actual
long-term rating assigned by S&P with respect to the Certificates outstanding
under the Trust Agreement, and in the event S&P has assigned more than one
long-term rating with respect to the Certificates, then the Actual Certificate
Rating shall be the highest of such long-term ratings.
(2) For purposes hereof, the term "Party A Short-Term Collateral Threshold
Rating shall mean the rating assigned by S&P with respect to the short-term
debt of Party A, if any.
(3) For purposes hereof, the term "Party A Long-Term Collateral Threshold
Rating shall mean the rating assigned by S&P with respect to the long-term
debt of Party A.



                                     D-2-4

<PAGE>





    (vii) "Collateral Rating Downgrade Event" means, for the purposes of Part
          1(i)(i)(A)(ii), the unsecured and unsubordinated debt obligations of
          Party A or its Credit Support Provider, as applicable, are assigned
          a rating by S&P below the Hedge Counterparty Collateral Threshold
          Rating.

   (viii) "Alternative Credit Support" means an absolute and unconditional
          guarantee, credit intermediation arrangement, letter of credit or
          other additional credit support or collateral, in a form which meets
          S&P's then current criteria with respect to such types of credit
          support reasonably acceptable to S&P and for which S&P confirms in
          writing that such support will not cause the reduction or withdrawal
          of its then current rating of any outstanding class of Certificates
          under the Trust Agreement with respect to which it has previously
          issued a rating.

     (ix) "S&P" means, Standard & Poor's Ratings Services, a division of The
          McGraw-Hill Companies ("S&P") (so long as any Certificates deemed
          outstanding under the Trust Agreement are rated by S&P).

(j)  Mandatory Reduction Events. To protect Party A's interest in the Trust
     Agreement as a source of payment for Party B's obligations hereunder,
     including the priority of those payments under the Trust Agreement, the
     following provisions shall apply with respect to all Transactions
     hereunder:

     (i)  If as the result of any payment, repayment, retirement or redemption
          of any amount of the Principal Balance under the Trust Agreement on
          any date (a "Principal Payment Date"), (A) the Principal Balance
          would be reduced to zero, or (B) the Hedge Notional Amount would
          exceed the remaining Principal Balance (after giving effect to that
          repayment), (the "Mandatory Reduction Event"), then not later than
          1:00 p.m. (New York City time) on the date ("Mandatory Reduction
          Date") which is the second New York Business Day prior to that
          Principal Payment Date, then Party B shall:

          (1)  notify Party A of the Mandatory Reduction Event, including the
               amount to be repaid and the outstanding Hedge Notional Amount;
               and

          (2)  specify in that notice each outstanding Transaction hereunder
               and the corresponding amount by which the Transactional
               Notional Amount of that Transaction is to be reduced for the
               Mandatory Reduction Event ("Affected Notional Amount") so that
               the Hedge Notional Amount for any date (after giving effect to
               all such reductions) would not exceed the Principal Balance for
               that date (after giving effect to any repayment) (except that
               if the Principal Balance is reduced to zero, the Hedge Notional
               Amount shall be reduced to zero).

     "Hedge Notional Amount" means, as of the date of determination, an amount
     equal to the aggregate Notional Amount outstanding on that date and for
     the then current Calculation



                                     D-2-5

<PAGE>


     Period of all Transactions outstanding under any Swap Agreement (as
     defined in the Trust Agreement) then in effect.

     "Principal Balance" means, on any date, the aggregate principal amount of
     the Certificates, outstanding under the Trust Agreement on that date,
     after giving effect to all repayments, redemptions, advances or
     distributions of principal thereon on that date.

     (ii) For each Transaction for which a corresponding Affected Notional
          Amount is specified ("Affected Transaction") pursuant to
          sub-paragraph (i) above, the Notional Amount of that Affected
          Transaction shall be reduced as of the Mandatory Reduction Date by
          an amount equal to the Affected Notional Amount (and, if the
          Notional Amount otherwise accretes or amortizes after the Mandatory
          Reduction Date, the effect of that reduction shall be to reduce
          proportionately the Notional Amount of each future Calculation
          Period remaining under the Transaction), and an Additional
          Termination Event and Early Termination Date shall be deemed to have
          occurred on the Mandatory Reduction Date for that Transaction and
          Party B will be the sole Affected Party. For purposes of such Early
          Termination Date, the term "Terminated Transaction" as used in
          Section 6(e) of this Agreement shall be only that part of the
          Affected Transaction relating to the Affected Notional Amount, and
          the remainder of the Affected Transaction shall continue in full
          force and effect as a Transaction hereunder subject to the terms of
          this Agreement. The amount payable under Section 6(e) of this
          Agreement with respect to any such Early Termination Date shall be
          due and payable in accordance with such Section 6(e), provided that
          such payment shall be made no later than the next "Distribution
          Date" under the Trust Agreement to occur after the Mandatory
          Reduction Date, and provided further that the Market Quotation with
          respect to any Terminated Transaction under this sub-paragraph (ii)
          shall be determined on the basis of the quotation of one Reference
          Market-maker selected by Party A, which may be Party A to the extent
          its quotation is reasonably determined in good faith.

(k)  Events of Default. An Event of Default shall not occur with respect to
     Party A under Section 5(a)(v)(1) or (2) or Section 5(a)(vi) when the
     failure to pay or deliver, or the default, event of default or other
     similar condition or event, as the case may be, arises solely (i) out of
     a wire transfer problem or an operational or administrative error or
     omission (so long as the required funds or property required to make that
     payment or delivery were otherwise available to Party A), or (ii) from
     the general unavailability of the relevant currency due to exchange
     controls or other similar governmental action, but in either case only if
     the payment or delivery is made within three Local Business Days after
     the problem has been corrected, the error or omission has been discovered
     or the currency becomes generally available.

(l)  Modification of Section 5(a)(i) - Failure to Pay or Deliver. Section
     5(a)(i) is hereby amended to add the following language immediately after
     the word "party" at the end of the third line of such subsection
     "provided, however, such cure period shall not apply with respect to any
     amounts payable on the Termination Date".



                                     D-2-6

<PAGE>

(m)  Reports. For purposes hereof, Party B shall cause to be delivered to
     Party A within 10 days of the end of each calendar month a statement
     ("Reporting Statement") showing the Stated Amount of all Outstanding
     Certificates as of the end of such month and the Hedge Notional Amount as
     of the end of such month and each following month during the term of this
     Agreement for all outstanding Transactions under all Swap Agreements
     which Party B has entered into, whether the same have already commenced
     or are scheduled to commence on a future date.

Part 2. Tax Provisions

(a)  Payer Tax Representations. For the purpose of Section 3(e) of this
     Agreement, each party makes the following representation:

     It is not required by any applicable law, as modified by the practice of
     any relevant governmental revenue authority, of any Relevant Jurisdiction
     to make any deduction or withholding for or on account of any Tax from
     any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of
     this Agreement) to be made by it to the other party under this Agreement.

     In making this representation, a party may rely on (i) the accuracy of
     any representations made by the other party pursuant to Section 3(f) of
     this Agreement, (ii) the satisfaction of the agreement contained in
     Section 4(a)(i) or 4(a)(iii) of this Agreement, and the accuracy and
     effectiveness of any document provided by the other party pursuant to
     Section 4(a)(i) or 4(a)(iii) of this Agreement, and (iii) the
     satisfaction of the agreement of the other party contained in Section
     4(d) of this Agreement, provided that it shall not be a breach of this
     representation where reliance is placed on clause (ii) above and the
     other party does not deliver a form or document under Section 4(a)(iii)
     by reason of material prejudice to its legal or commercial position.

(b)  Payee Tax Representations. For the purpose of Section 3(f) of this
     Agreement:

     (i)  Party A makes the following representation(s):

          (A)  It is a national banking association organized or formed under
               the laws of the United States and is a United States resident
               for United States federal income tax purposes.

          (B)  Party A makes no other Payee Tax Representations.

     (ii) Party B makes the following representation(s):

          (A)  It is a common law trust organized or formed under the laws of
               New York.



                                     D-2-7

<PAGE>

(c)  Tax Forms.

     (i)  Delivery of Tax Forms. For the purpose of Section 4(a)(i), and
          without limiting Section 4(a)(iii), each party agrees to duly
          complete, execute and deliver to the other party the tax forms
          specified below with respect to it (A) before the first Payment Date
          under this Agreement, (B) promptly upon reasonable demand by the
          other party and (C) promptly upon learning that any such form
          previously provided by the party has become obsolete or incorrect.

          In addition, in the case of any tax form that is a Periodic Tax Form
          required to be delivered by Party B under this Agreement, Party B
          agrees to renew such tax form prior to its expiration by completing,
          executing and delivering to Party A that tax form ("Renewal Tax
          Form") in each succeeding third year following the year of execution
          of any such tax form or Renewal Tax Form delivered by Party B to
          Party A under this Agreement so that Party A receives each Renewal
          Tax Form not later than December 31 of the relevant year. "Periodic
          Tax Form" means any IRS Form W-9 that is delivered by Party B to
          Party A without a U.S. Taxpayer Identification Number.

     (ii) Tax Forms to be Delivered by Party A:

          Party A will deliver a correct, complete and duly executed U.S.
          Internal Revenue Service Form W-9 (or successor thereto), together
          with appropriate attachments, that eliminates U.S. federal
          withholding and backup withholding tax on payments to Party A under
          this Agreement.

    (iii) Tax forms to be Delivered by Party B:

          Party B will deliver a correct, complete and duly executed U.S.
          Internal Revenue Service Form W-9 (or successor thereto), together
          with appropriate attachments, that eliminates U.S. federal
          withholding and backup withholding tax on payments to Party B under
          this Agreement.

Part 3.  Documents

(a)  Delivery of Documents. When it delivers this Agreement, each party shall
     also deliver its Closing Documents to the other party in form and
     substance reasonably satisfactory to the other party. For each
     Transaction, a party shall deliver, promptly upon request, a duly
     executed incumbency certificate for the person(s) executing each
     Confirmation for that Transaction on behalf of that party.

(b)  Closing Documents.

     (i)  For Party A, "Closing Documents" mean:

          (A)  an opinion of Party A's counsel addressed to Party B in form
               and substance acceptable to Party B;



                                     D-2-8

<PAGE>

          (B)  a duly executed incumbency certificate for each person
               executing this Agreement for Party A, or in lieu thereof, a
               copy of the relevant pages of its official signature book; and

          (C)  each Credit Support Document (if any) specified for Party A in
               this Schedule, together with a duly executed incumbency
               certificate for the person(s) executing that Credit Support
               Document, or in lieu thereof, a copy of the relevant pages of
               its official signature book.

     (ii) For Party B, "Closing Documents" mean:

          (A)  an opinion of Party B's counsel addressed to Party A in form
               and substance acceptable to Party A;

          (B)  a duly executed copy of the Trust Agreement and the other
               operative documents relating thereto and referred to therein,
               executed and delivered by the parties thereto.

          (C)  a copy, certified by the secretary or assistant secretary of
               Party B, of the resolutions of the board of directors or
               extracts from the bylaws of Party B authorizing the execution,
               delivery and performance by Party B of this Agreement and
               authorizing Party B to enter into Transactions hereunder; and

          (D)  a duly executed certificate of the secretary or assistant
               secretary of Party B certifying the name and true signature of
               each person authorized to execute this Agreement and enter into
               Transactions for Party B.

Part 4. Miscellaneous

(a)  Addresses for Notices. For purposes of Section 12(a) of this Agreement,
     all notices to a party shall, with respect to any particular Transaction,
     be sent to its address, telex number or facsimile number specified in the
     relevant Confirmation, provided that any notice under Section 5 or 6 of
     this Agreement, and any notice under this Agreement not related to a
     particular Transaction, shall be sent to a party at its address, telex
     number or facsimile number specified below; provided further that any
     notice under the Credit Support Annex shall be sent to a party at its
     address, telex number or facsimile number specified in the Credit Support
     Annex.

     To Party A:

     WACHOVIA BANK, NATIONAL ASSOCIATION
     301 South College, DC-8
     Charlotte, NC 28202-0600
     Attention: Bruce M. Young
     Senior Vice President, Risk Management



                                     D-2-9
                                     -9-
<PAGE>

     Fax: (704) 383-0575
     Phone: (704) 383-8778

     To Party B:

     STRATS(SM) Trust for Goldman Sachs Group Securities, Series 2006-2
     The Bank of New York
     101 Barclay Street
     New York, NY 10286

     Attention: Fernando Acebedo

     Fax:   (212) 815-2830
     Phone: (212) 815-2915

(b)  Process Agent. Not applicable.

(c)  Offices. Section 10(a) applies.

(d)  Multibranch Party. Neither party is a Multibranch Party.

(e)  "Calculation Agent" means Party A.

(f)  Credit Support Document.

     (i)  For Party A, the following is a Credit Support Document: a Credit
          Support Annex dated the date hereof and duly executed and delivered
          by Party A and Party B and any applicable document governing
          Alternative Credit Support beginning on the effective date of such
          document.

     (ii) For Party B, the following is a Credit Support Document: a Credit
          Support Annex dated the date hereof and duly executed and delivered
          by Party A and Party B.

(g)  Credit Support Provider.

     (i)  For Party A, Credit Support Provider means: none specified; provided
          that such party (other than Party A) executing a document governing
          Alternative Credit Support shall be a Credit Support Provider
          hereunder beginning on the effective date of such document.

     (ii) For Party B, Credit Support Provider means: none specified.

(h)  Governing Law. This Agreement will be governed by and construed in
     accordance with the law (and not the law of conflicts except with respect
     to ss.ss. 5-1401 and 5-1402 of the New York General Obligations Law) of
     the State of New York.



                                     D-2-10

<PAGE>


(i)  Waiver of Jury Trial. To the extent permitted by applicable law, each
     party irrevocably waives any and all right to trial by jury in any legal
     proceeding in connection with this Agreement, any Credit Support Document
     to which it is a party, or any Transaction.

(j)  Netting of Payments. Section 2(c)(ii) of this Agreement will apply.

(k)  "Affiliate" has its meaning as defined in Section 14 of this Agreement.

Part 5. Other Provisions

(a)  ISDA Publications.

     (i)  2000 ISDA Definitions. This Agreement and each Transaction are
          subject to the 2000 ISDA Definitions (including its Annex) published
          by the International Swaps and Derivatives Association, Inc.
          (together, the "2000 ISDA Definitions") and will be governed by the
          provisions of the 2000 ISDA Definitions. The provisions of the 2000
          ISDA Definitions are incorporated by reference in, and shall form
          part of, this Agreement and each Confirmation. Any reference to a
          "Swap Transaction" in the 2000 ISDA Definitions is deemed to be a
          reference to a "Transaction" for purposes of this Agreement or any
          Confirmation, and any reference to a "Transaction" in this Agreement
          or any Confirmation is deemed to be a reference to a "Swap
          Transaction" for purposes of the 2000 ISDA Definitions. The
          provisions of this Agreement (exclusive of the 2000 ISDA
          Definitions) shall prevail in the event of any conflict between such
          provisions and the 2000 ISDA Definitions.

(b)  Additional Representations. Section 3 is amended by adding the following
     Sections 3(g), (h), (i) and (j):

     "(g) Non-Reliance. For any Relevant Agreement: (i) it acts as principal
     and not as agent; (ii) it acknowledges that the other party acts only at
     arm's length and is not its agent, broker, advisor or fiduciary in any
     respect, and any agency, brokerage, advisory or fiduciary services that
     the other party (or any of its affiliates) may otherwise provide to the
     party (or to any of its affiliates) excludes the Relevant Agreement;
     (iii) with respect to Party A, it understands the Relevant Agreement and
     those risks, has determined they are appropriate for it, and willingly
     assumes those risks, and with respect to Party B, it has been directed to
     execute the Relevant Agreement and it understands the Relevant Agreement
     and those risks and willingly assumes those risks; (iv) it has not relied
     and will not be relying upon any evaluation or advice (including any
     recommendation, opinion, or representation) from the other party, or the
     representatives or advisors of the other party (except representations
     expressly made in the Relevant Agreement or an opinion of counsel
     required thereunder); and (vi) if a party is acting as a Calculation
     Agent or Valuation Agent, it does so not as the other party's agent or
     fiduciary, but on an arm's length basis for the purpose of performing an
     administrative function in good faith.



                                     D-2-11

<PAGE>


     "Relevant Agreement" means this Agreement, each Transaction, each
     Confirmation, any Credit Support Document, and any agreement (including
     any amendment, modification, transfer or early termination) between the
     parties relating thereto or to any Transaction.

     (h) Eligibility. It is an "eligible contract participant" within the
     meaning of the Commodity Exchange Act (as amended by the Commodity
     Futures Modernization Act of 2000).

     (i) FDIC Requirements. If it is a bank subject to the requirements of 12
     U.S.C. ss. 1823(e), its execution, delivery and performance of this
     Agreement (including the Schedule, Credit Support Annex and each
     Confirmation) have been approved by its board of directors or its loan
     committee, such approval is reflected in the minutes of said board of
     directors or loan committee, and this Agreement (including the Schedule,
     Credit Support Annex and each Confirmation) will be maintained as one of
     its official records continuously from the time of its execution (or in
     the case of any Confirmation, continuously until such time as the
     relevant Transaction matures and the obligations therefor are satisfied
     in full).

     (j) ERISA. It is not (i) an employee benefit plan as defined in Section
     3(3) of the Employee Retirement Income Security Act of 1974, as amended
     ("ERISA") or a plan as defined in Section 4975(e) of the Internal Revenue
     Code of 1986, as amended (the "Code"), subject to Title I of ERISA or
     Section 4975 of the Code, or a plan as so defined but which is not
     subject to Title I of ERISA or Section 4975 of the Code (each, an "ERISA
     Plan"), (ii) a person or entity acting on behalf of an ERISA Plan, or
     (iii) a person or entity the assets of which constitute assets of an
     ERISA Plan.

(c)  Recorded Conversations. Each party and any of its Affiliates may
     electronically record any of its telephone conversations with the other
     party or with any of the other party's Affiliates in connection with this
     Agreement or any Transaction, and any such recordings may be submitted in
     evidence in any proceeding to establish any matters pertinent to this
     Agreement or any Transaction.

(d)  Confirmation Procedures. Upon receipt thereof, Party B shall examine the
     terms of each Confirmation sent by Party A, and unless Party B objects to
     the terms within three New York business days after receipt of that
     Confirmation, those terms shall be deemed accepted and correct absent
     manifest error, in which case that Confirmation will be sufficient to
     form a binding supplement to this Agreement notwithstanding Section
     9(e)(ii) of this Agreement.

Part 6. Additional Terms Relating to the Trust Agreement

(a)  Permitted Transfers.

     (i)  Notwithstanding Section 7 of this Agreement, Party A may make a
          Permitted Transfer without the prior written consent of Party B, and
          at Party A's own cost and expense, if either of the following events
          occurs:

          (A)  the unsecured and unsubordinated debt obligations of Party A
               are rated below the Hedge Counterparty Required Rating or the
               Hedge Counterparty Collateral Threshold Rating by S&P at the
               time of the transfer; or



                                     D-2-12

<PAGE>

          (B)  any Tax Event or Tax Event Upon Merger exists with respect to
               Party A at the time of the transfer.

     (ii) "Permitted Transfer" means a transfer, in whole but not in part, of
          all of Party A's rights and obligations under this Agreement and
          which meets all of the following requirements:

          (A)  the transferee is a "Qualified Hedge Party" (as defined in the
               Trust Agreement) or a recognized dealer in interest rate swaps
               organized under the laws of the United States of America or a
               jurisdiction located in the United States of America (or
               another jurisdiction reasonably acceptable to Party B and the
               Trustee under the Trust Agreement) that, at the time of the
               transfer, maintains (or its proposed guarantor maintains) the
               Hedge Counterparty Required Rating from S&P on its unsecured
               and unsubordinated debt, deposit or letter of credit
               obligations;

          (B)  S&P confirms in writing that such transfer will not result in a
               reduction or withdrawal of its then current rating of the
               Certificates under the Trust Agreement with respect to which it
               has previously issued a rating;

          (C)  neither an Event of Default with respect to the transferee nor
               a Termination Event would exist immediately after that
               transfer;

          (D)  the transferee executes and delivers a written agreement
               reasonably satisfactory to Party B and the Trustee under the
               Trust Agreement in which the transferee, among other things,
               legally and effectively accepts all the rights and assumes all
               the obligations of Party A under this Agreement; and

          (E)  such transfer otherwise complies with the terms of the Trust
               Agreement.

(b)  Transfer. No Party to this Agreement may transfer its obligations under
     this Agreement pursuant to Sections 6(b)(ii) or 7(a) of this Agreement
     except upon written confirmation from S&P that, any such reduction would
     not cause S&P's then-current rating on the Certificates to be adversely
     qualified, reduced, suspended or withdrawn. Upon the occurrence of a
     Collateral Rating Downgrade Event, Party A will use its best efforts to
     make a Permitted Transfer with respect to the Affected Transactions,
     provided that Party A does not otherwise elect to avoid an Additional
     Termination Event under Part 1(i)(i)(B) of this Scheduled by either (i)
     amending the Credit Support Annex with Party B, or (ii) providing
     Alternative Credit Support, each in accordance with the provisions
     specified in Part 1(i)(i)(B) of this Schedule; provided, however, in no
     event shall Party A's failure to make any such Permitted Transfer
     constitute an Event of Default.

(c)  Payments. All payments to Party B under this Agreement or any Transaction
     shall be made to the Certificate Account created under the Trust
     Agreement.

(d)  Set-off. Party A and Party B hereby waive any and all right of set-off
     with respect to any amounts due under this Agreement or any Transaction,
     provided that nothing herein shall be



                                     D-2-13

<PAGE>

     construed to waive or otherwise limit the netting provisions contained in
     Sections 2(c) and 6(e) of this Agreement or the setoff rights contained
     in any Credit Support Annex.

(e)  Trust Agreement

     (i)  Party B hereby acknowledges that Party A is a secured party under
          the Trust Agreement with respect to this Agreement and a third-party
          beneficiary under the Trust Agreement and Party B agrees for the
          benefit of Party A that neither it nor any other Person will take
          any action (whether in the form of an amendment, a modification,
          waiver, approval, consent or otherwise) which may have a material
          adverse effect with respect to the rights, interest or benefits
          granted to Party A under the Trust Agreement with respect to this
          Agreement, whether or not this Agreement is specifically referred to
          or identified therein.

     (ii) On the date Party B executes and delivers this Agreement and on each
          date on which a Transaction is entered into, Party B hereby
          represents and warrants to Party A: that the Trust Agreement is in
          full force and effect; that Party B is not party to any separate
          agreement with any of the parties to the Trust Agreement that would
          have the effect of diminishing or impairing the rights, interests or
          benefits that have been granted to Party A under, and which are
          expressly set forth in, the Trust Agreement; that Party B's
          obligations under this Agreement are secured under the Trust
          Agreement; and that nothing herein violates or conflicts with any of
          the provisions of the Trust Agreement or any other documents
          executed in connection therewith.

(f)  Consent to Notice & Communications. Party B hereby consents to the giving
     to the Trustee of notice by Party A of Party A's address and telecopy and
     telephone numbers for all purposes of the Trust Agreement, and in
     addition, Party A shall also be entitled at any time to provide the
     Trustee with copies of this Agreement, including all Confirmations. In
     addition, Party A shall not be precluded from communicating with the
     Trustee or any party to, or any third party beneficiary under, the Trust
     Agreement for the purpose of exercising, enforcing or protecting any of
     Party A's rights or remedies under this Agreement or any rights,
     interests or benefits granted to Party A under the Trust Agreement.

(g)  No Bankruptcy Petition. Party A agrees that, prior to the date which is
     at least one year and one day after all Rated Indebtedness (as
     hereinafter defined) has been paid in full, it will not institute
     against, or join any other person or entity in instituting against, Party
     B any bankruptcy, reorganization, arrangement, insolvency, moratorium or
     liquidation proceedings, or other proceedings under federal or State
     bankruptcy or similar laws, provided that nothing herein shall preclude,
     or be deemed to estop, Party A from taking any action in any case or
     proceeding voluntarily filed or commenced by or on behalf of Party B or
     in any involuntary case or proceeding after it has commenced.

(h)  Limitation of Liability. Notwithstanding anything contained herein to the
     contrary, in executing this Agreement (including the Schedule, Credit
     Support Annex and each Confirmation) on behalf of Party B, the Trustee is
     acting solely in its capacity as trustee of Party B and not in its
     individual capacity, and in no event shall the Trustee, in its individual



                                     D-2-14

<PAGE>


     capacity or as beneficial owner of Party B, have any liability for the
     representations, warranties, covenants, agreements or other obligations
     of Party B hereunder, for which recourse shall be had solely to the
     assets of Party B.

(i)  Party A Rights Solely Against Collateral. The liability of Party B to
     Party A hereunder is limited in recourse to the assets of Party B and to
     the extent that the proceeds of such assets, when applied in accordance
     with the Trust Agreement, are insufficient to meet the obligations of
     Party B hereunder in full, Party B shall have no further liability in
     respect of any such outstanding obligations and any obligations of Party
     B which remain outstanding shall be extinguished. Party A further agrees
     that it shall not take any action against the directors, shareholders,
     administrator or officers of Party B to recover any amounts due hereunder
     (absent fraud or willful misconduct by any such person). This clause
     shall survive the termination of this agreement for any reason.

Part 7. Definitions:

     All capitalized terms used herein and not defined, shall have the
     definition ascribed to them in the Trust Agreement.

     "Credit Support Commencement Date" means the thirtieth (30th) calendar
     day after the occurrence of the Collateral Rating Downgrade Event.

     "Depositor" means Synthetic Fixed-Income Securities, Inc.

     "Rated Indebtedness" means the Certificates issued under the Trust
     Agreement.

     "Rating Agency Condition" means, S&P has confirmed in writing that it
     will not withdraw, suspend or reduce the applicable rating on the
     Certificates.

     "Securities Intermediary" means The Bank of New York or any successor,
     acting as Securities Intermediary pursuant to the Trust Agreement.

     "Trust Agreement" means that certain trust agreement dated February 28,
     2006 and including the related series supplement dated March 31, 2006
     between Synthetic Fixed-Income Securities, Inc and The Bank of New York,
     as trustee, pursuant to which Party B was formed.

     "Trustee" means The Bank of New York or any successor, acting as Trustee
     pursuant to the Trust Agreement.



                                     D-2-15

<PAGE>


IN WITNESS WHEREOF, the parties have executed this Schedule by their duly
authorized signatories as of the date hereof.

WACHOVIA BANK, NATIONAL ASSOCIATION




By: /s/ Kim V. Farr
    -----------------------
    Name:  Kim V. Farr
    Title: Director



STRATS(SM) TRUST FOR GOLDMAN SACHS GROUP SECURITIES, SERIES 2006-2

By:  The Bank of New York, as Trustee



By: /s/ Kevin Pennant
    -----------------------
Name:  Kevin Pennant
Title: Assistant Vice President




                                       S-1

<PAGE>




                                                             Execution Version


                                    ISDA(R)
             International Swaps and Derivatives Association, Inc.

                             CREDIT SUPPORT ANNEX
                            to the Schedule to the
                             ISDA MASTER AGREEMENT
                          dated as of March 31, 2006
                                    between
                WACHOVIA BANK, NATIONAL ASSOCIATION ("Party A")
                                      and
              STRATS(SM) TRUST FOR GOLDMAN SACHS GROUP SECURITIES,
                                 SERIES 2006-2

                                  ("Party B")
This Annex supplements, forms part of, and is subject to, the ISDA Master
Agreement referred to above (this "Agreement"), is part of its Schedule and is
a Credit Support Document under this Agreement with respect to Party A.

Accordingly, the parties agree as follows:

Paragraphs 1 - 12.  Incorporation

Paragraphs 1 through 12 inclusive of the ISDA Credit Support Annex (Bilateral
Form) (ISDA Agreements Subject to New York Law Only) published in 1994 by the
International Swaps and Derivatives Association, Inc. are incorporated herein
by reference and made a part hereof, except as follows:

     Paragraph 1(b) is hereby amended in its entirety to read as follows:

     "(b) Secured Party and Pledgor. Notwithstanding anything contained in
          this Annex to the contrary, (i) all references in this Annex to the
          "Secured Party" and all references to "other party" in Paragraphs 2,
          9 and 11(b) of this Annex, will be to Party B exclusively, and (iii)
          all references in this Annex to the "Pledgor" and all references to
          "Each party" or "a party" in Paragraphs 2, 9 and 11(b) of this
          Annex, will be to Party A exclusively."

     Paragraph 7(iii) shall not apply to Party A or Party B.

Paragraph 13.  Elections and Variables

     (a)  Security Interest for "Obligations". The term "Obligations" as used
          in this Annex includes no obligations of Secured Party and, for
          purposes of the definition of Obligations in Paragraph 12, includes
          no additional obligations of Pledgor.


                                     A-1
<PAGE>


     (b)  Credit Support Obligations.

          (i)  Delivery Amount, Return Amount and Credit Support Amount.

               (A)  "Delivery Amount" has the meaning specified in Paragraph
                    3(a).

               (B)  "Return Amount" has the meaning specified in Paragraph
                    3(b).

               (C)  "Credit Support Amount" has the meaning specified in
                    Paragraph 3.

          (ii) Eligible Collateral. The following items will qualify as
               "Eligible Collateral":


                                     A-2
<PAGE>

                                                                Valuation
                                                            Percentage (S&P):
    (A)   Cash: U.SCash:  U.S. Dollars in depositary              100%
          account form.

    (B)   U.S.  Treasury  Securities:  negotiable  debt          98.60%
          obligations   issued  by  the  U.S.  Treasury
          Department  ("Treasuries") having a remaining
          maturity of up to and not more than 1 year.
    (C)   Treasuries  having a  remaining  maturity  of          94.10%
          greater  than  1 year  but  not  more  than 5
          years.
    (D)   Treasuries  having a  remaining  maturity  of          90.70%
          greater  than 5 years  but not  more  than 10
          years.
    (E)   Treasuries  having a  remaining  maturity  of          85.30%
          greater  than 10 years  but not more  than 20
          years.
    (F)   Treasuries having a remaining maturity of              85.30%
          greater than 20 years not more than 30 years.


                                     A-3
<PAGE>

     (iii) Other Eligible Support. Not applicable.

     (iv) Thresholds.

          "Independent Amount" means for Pledgor: zero.

          "Independent Amount" means for Secured Party: zero

          (A)  "Threshold" means an amount equal to seven percent (7%) of the
               Underlying Securities (as defined in the Trust Agreement) held
               by Party B, as calculated by Party A.

          (B)  "Minimum Transfer Amount" is $50,000.00 for any Delivery Amount
               of Pledgor, and zero for any Return Amount of Secured Party.

          (C)  Rounding: The Delivery Amount and the Return Amount will be
               rounded down to the nearest integral multiple of $10,000.

(c)  Valuation and Timing.

     (i)  "Valuation Agent" means, for purposes of Paragraphs 3, 4(d)(ii), 5
          and 6(d), the Pledgor.

     (ii) "Valuation Date" means, monthly on the 15th calendar day of each
          month, commencing on April 17th, 2006, or if such date is not a
          business day, the next succeeding business day.

    (iii) "Valuation Time" means the close of business in New York City on
          the Local Business Day before the Valuation Date or date of
          calculation, as applicable; provided that the calculations of Value
          and Exposure will be made as of approximately the same time on the
          same date.

     (iv) "Notification Time" means 11:00 a.m., New York time, on a Local
          Business Day.

(d) Conditions Precedent and Secured Party's Rights and Remedies. No Specified
Conditions apply.

(e)  Substitution.

     (i)  "Substitution Date" has the meaning specified in Paragraph 4(d)(ii).

     (ii) Consent. The Pledgor is not required to obtain the Secured Party's
          consent for any substitution pursuant to Paragraph 4(d).


                                     A-4
<PAGE>

(f)  Dispute Resolution.

     (i)  "Resolution Time" means 1:00 p.m., New York time, on the Local
          Business Day following the date on which the notice is given that
          gives rise to a dispute under Paragraph 5.

     (ii) Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of
          Posted Credit Support other than Cash will be calculated based upon
          the mid-point between the bid and offered purchase rates or prices
          for that Posted Credit Support as reported on the Bloomberg
          electronic service as of the Resolution Time, of if unavailable, as
          quoted to the Valuation Agent as of the Resolution Time by a dealer
          in that Posted Credit Support of recognized standing selected in
          good faith by the Valuation Agent, which calculation shall include
          any unpaid interest on that Posted Credit Support.

    (iii) Alternative. The provisions of Paragraph 5 will apply.

(g)  Holding and Using Posted Collateral.

     (i)  Eligibility to Hold Posted Collateral; Custodians. Secured Party
          will not be entitled to hold Posted Collateral itself, and instead
          the Secured Party will be entitled to hold Posted Collateral through
          a Custodian pursuant to Paragraph 6(b), provided that (1) Posted
          Collateral may be held in New York or an alternative jurisdiction
          acceptable to Party A, (2) the Custodian shall at all times be a
          bank or trust company with total assets in excess of $10 billion and
          having a rating assigned to its unsecured and unsubordinated
          long-term debt or deposit obligations of at least BBB+ from S&P and
          (3) Posted Collateral may be held by the Trustee (acting as trustee
          on behalf of the Secured Party). Initially the Custodian will be The
          Bank of New York.

     (ii) Use of Posted Collateral. The provisions of Paragraph 6(c) will not
          apply to Secured Party and without prejudice to Secured Party's
          rights under Paragraph 8 of the Credit Support Annex, Secured Party
          will not take any action specified in such Section 6(c).

(h)  Interest Amount.

     (i)  Interest Rate. The "Interest Rate" will be the rate actually earned
          by the Custodian on the Posted Collateral as from time to time in
          effect and the Custodian shall hold all Posted Collateral in the
          form of Cash in Eligible Investments (as defined in the Trust
          Agreement) at the direction of the Pledgor. Custodian will provide
          details concerning such earnings upon Party A's request.

     (ii) Transfer of Interest Amount. The Transfer of the Interest Amount
          will be made on the first Local Business Day of each calendar month
          and on any Local Business Day that Posted Collateral in the form of
          Cash is Transferred to the Pledgor pursuant to Paragraph 3(b).

    (iii) Alternative to Interest Amount. The provisions of Paragraph
          6(d)(ii) will apply.



                                     A-5
<PAGE>

(i)  Additional Representation(s). Not applicable.

(j)  Other Eligible Support and Other Posted Support. Not applicable.

(k)  Demands and Notices. All demands, specifications and notices under this
     Annex will be made to a party as follows unless otherwise specified from
     time to time by that party for purposes of this Annex in a written notice
     given to the other party:

     To Pledgor:
     WACHOVIA BANK, NATIONAL ASSOCIATION
     201 South College Street, 6th Floor
     Charlotte, NC 28288-0601

     Attention:  Collateral Management Group

     Fax:      (704) 383-3194
     Phone:    (704) 383-9529

     To Secured Party:
     STRATS(SM) TRUST FOR GOLDMAN SACHS GROUP SECURITIES, SERIES 2006-2
     The Bank of New York
     101 Barclay Street
     New York, NY 10286

     Attention: Fernando Acebedo

     Fax:     (212) 815-2830
     Phone:   (212) 815-2915

(l)  Addresses for Transfers.

     (i)  For each Transfer hereunder to Pledgor, instructions will be
          provided by Pledgor for that specific Transfer.

     (ii) For each Transfer hereunder to Secured Party, instructions will be
          provided by Secured Party for that specific Transfer.

(m)  Miscellaneous.

     (i)  Exposure. The definition of "Exposure" in Paragraph 12 is amended in
          its entirety to read as follows:

          "Exposure" means for any Valuation Date or other date for which
          Exposure is calculated, and subject to Paragraph 5 in the case of a
          dispute, the amount calculated by Party A based upon a reasonable
          good faith estimate of the unmitigated maximum probable credit
          exposure that Party B has to Party A with respect to all
          Transactions


                                     A-6
<PAGE>

          under the Agreement. The calculation of Exposure shall be made in
          substantially the same manner as that used in Party A's internal
          risk management process in respect of similar agreements.

     (ii) Limited Applicability. Notwithstanding anything contained herein or
          in the Agreement, to the contrary, in no event shall Party A be
          required to post any Collateral to Party B under the terms of this
          Credit Support Annex, and Party B shall immediately return, or cause
          its Custodian to return, to Party A any and all Posted Collateral,
          in the event that: (x) Party A elects to provide to Party B the
          financial information and all necessary consents to meet the
          applicable requirements of Item 1115(b) of Regulation AB (as
          reasonably determined by Party B and the Depositor); (y) the
          "significance percentage" (as described in Item 1115 of Regulation
          AB) represented by the Transactions under this Agreement, and
          exclusive of any Posted Collateral under this Credit Support Annex,
          is less than 10% (as reasonably determined by Party B and the
          Depositor); or (z) Regulation AB is either (i) amended or modified
          in such a manner as to no longer required the disclosure of
          financial information concerning Party A with respect to the
          Agreement, or (ii) withdrawn or repealed, and no other similar rule,
          regulation or statute that applies to Party B or the Certificates is
          enacted or adopted which would require the disclosure of financial
          information concerning Party A with respect to the Agreement.


                                     A-7
<PAGE>


IN WITNESS WHEREOF the parties have executed this Credit Support Annex as of
the date hereof.

WACHOVIA BANK, NATIONAL ASSOCIATION




By: /s/ Kim V. Farr
    -----------------------
    Name:  Kim V. Farr
    Title: Director



STRATS(SM) TRUST FOR GOLDMAN SACHS GROUP SECURITIES, SERIES 2006-2

By:  The Bank of New York, as Trustee




By: /s/ Kevin Pennant
    -------------------------
    Name:  Kevin Pennant
    Title: Assistant Vice President





                                     S-1
<PAGE>

                                                                           D-3

DC/1381326-3/Confirm

                        SWAP TRANSACTION CONFIRMATION

[GRAPHIC OMITTED]

Date:         March 31, 2006
To:           STRATS(SM) Trust For Goldman Sachs Group Securities, Series 2006-2
              ("Counterparty")
Address:      The Bank of New York
              101 Barclay Street
              New York NY
              10005 UNITED STATES
Fax:          212-815-2940
Attention:    Sir or Madam
From:         Wachovia Bank, N.A. ("Wachovia")
Ref. No:      1381326, 1381327

Dear Sir or Madam:

This confirms the terms of the Transaction described below between
Counterparty and Wachovia. The definitions and provisions contained in the
2000 ISDA Definitions, as published by the International Swaps and Derivatives
Association, Inc., are incorporated into this Confirmation. In the event of
any inconsistency between those definitions and provisions and this
Confirmation, this Confirmation will govern. Fixed Amounts and Floating
Amounts for each applicable Payment Date hereunder will be calculated in
accordance with the ISDA Definitions, and if any Fixed Amount and Floating
Amount are due for the same Payment Date hereunder, then those amounts shall
not be payable and instead the Fixed Rate Payer shall pay the positive
difference, if any, between the Fixed Amount and the Floating Amount, and the
Floating Rate Payer shall pay the positive difference, if any, between the
Floating Amount and the Fixed Amount.


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

<TABLE>
<CAPTION>
<S>                                      <C>
Transaction Type:                        Interest Rate Swap
Currency for Payments:                   U.S. Dollars
Notional Amount:                         USD 70,000,000.00
Term:
     Trade Date:                         March 13, 2006
     Effective Date:                     March 31, 2006
     Termination Date:                   February 15, 2033

Fixed Amounts:

     Fixed Rate Payer:                   Counterparty
     Period End Dates:                   Semi-annually on the 15th of each August and February
                                         commencing August 15, 2006, through and including the
                                         Termination Date; No Adjustment.
     Payment Dates:                      Semi-annually on the 15th of each August and February
                                         commencing August 15, 2006, through and including the
                                         Termination Date
     Business Day Convention:            Modified Following
     Business Day:                       New York
     Fixed Rate:                         6.125%
     Fixed Rate Day Count Fraction:      30/360

     Additional Fixed Amount:

       Fixed Amount Payer:               Wachovia



Page 1 or 4

<PAGE>


     Fixed Amount:                       USD 5,069,000.00
     Payment Date:                       March 31, 2006

Floating Amounts:

      Floating Rate Payer:               Wachovia
      Period End Dates:                  Monthly on the 15th of each month commencing April 15, 2006,
                                         through and including the Termination Date; No Adjustment.
      Payment Dates:                     Monthly on the 15th of each month commencing April 17, 2006,
                                         through and including the Termination Date
      Business Day Convention:           Modified Following
      Business Day:                      New York
      Floating Rate Option:              USD-TBILL-H15, as defined below.
      Designated Maturity:               3 Months
      Spread:                            Plus 0.90%
      Floating Rate Day Count Fraction:  30/360
      Reset Dates:                       The first day of each Calculation Period.
      Compounding:                       Inapplicable
      Rounding convention:               5 decimal places per the ISDA Definitions.

Interest Rate Cap:

      Floating Rate Payer:               Counterparty
      Cap Rate:                          7.50%
      Period End Dates:                  Monthly on the 15th of each month commencing April 15, 2006, through and
                                         including the Termination Date; No Adjustment.
      Payment Dates:                     Monthly on the 15th of each month commencing April 17, 2006, through and
                                         including the Termination Date
      Business Day Convention:           Modified Following
      Business Day:                      New York
      Floating Rate Option:              USD-TBILL-H15, as defined below.
      Designated Maturity:               3 Months
      Spread:                            Plus  0.90%
      Floating Rate Day
      Count Fraction:                    30/360
      Reset Dates:                       The first day of each Calculation Period.
      Compounding:                       Inapplicable
      Rounding Convention:               5 decimal places per the ISDA Definitions.



2. The additional provisions of this Confirmation are as follows:

Calculation Agent:                      Wachovia
Payment Instructions:                   Wachovia Bank, N.A. CIB
                                        Group, ABA 053000219
                                        Ref: Derivative Desk (Trade No: 1381326, 1381327)
                                        Account #: 04659360006116
Wachovia Contacts:                      Settlement and/or Rate Resets:
                                        1-800-249-3865
                                        1-704-383-8429

                                        Documentation:
                                        Tel: (704) 383-4599
                                        Fax: (704) 383-9139

                                        Collateral:




Page 2 of 4

<PAGE>


                                        Tel: (704) 383-9529
                                        Please quote transaction reference number.
Payments to Counterparty:               The Bank of New York
                                        ABA#: 021000018
                                        GLA#: 111-565
                                        Account #: 338133 STRATS Goldman Sachs Group 2006-2
                                        Phone: (212) 815-2849 Fax: (212) 815-2940
</TABLE>

USD-TBILL-H15

For purposes hereof, the term "USD-TBILL-H.15 Rate" for any Interest Period
shall mean the rate for a Reset Date which appears on either the Telerate Page
56 or the Telerate Page 57 opposite the three month designated maturity under
the heading "INVEST RATE." If United States Treasury bills of the three month
designated maturity have been auctioned on the Reset Date for that Interest
Period but such rate for such Reset Date does not appear on either the
Telerate Page 56 or the Telerate Page 57, the rate for that Reset Date will be
the Bond Equivalent Yield of the rate set forth in H.15 Daily Update, or such
other recognized electronic source used for the purpose of displaying such
rate, for that day in respect of the three month designated maturity under the
caption "U.S. Government securities/Treasury bills/Auction high." If United
States Treasury bills of the three month designated maturity have been
auctioned on the Reset Date for that Interest Period but such rate for such
Reset Date does not appear on either the Telerate Page 56 or the Telerate page
57 and such rate is not set forth in the H.15 Daily Update in respect of the
three month designated maturity under the caption "U.S. Government
securities/Treasury bills/Auction high" or another recognized electronic
source, the rate for that Reset Date will be the Bond Equivalent Yield of the
auction rate for those Treasury bills as announced by the United States
Department of the Treasury. If the United States Treasury bills of the three
month designated maturity are not auctioned during any period of seven
consecutive calendar days ending on, and including, any Friday and the Reset
Date for that Interest Period would have occurred during that seven-day
period, a Reset Date will be deemed to have occurred on the day during that
seven-day period on which such Treasury bills would have been auctioned in
accordance with the usual practices of the United States Department of the
Treasury, and the rate for that Reset Date will be determined as if the
parties had specified "USD-TBILL-Secondary Market" as the applicable
USD-TBILL-H.15 Rate. For purposes hereof, the terms "Bond Equivalent Yield",
"H.15 Daily Update" and "USD-TBILL-Secondary Market" shall each have the
meanings set forth in the Swap Agreement, and the term "Reset Date," for each
Interest Period, shall mean the last Monday prior to the first day of such
Interest Period.

Documentation

This Confirmation supplements, forms part of, and is subject to, the ISDA
Master Agreement between Wachovia and Counterparty dated as of March 31, 2006,
as amended and supplemented from time to time (the "ISDA Master Agreement").
All provisions contained or incorporated by reference in the Master Agreement
will govern this Confirmation except as expressly modified herein.




Page 3 of 4
<PAGE>


Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing a copy of this Confirmation and returning it to us.

                                         Very truly yours,
                                         Wachovia Bank, N.A.

                                             [GRAPHIC OMITTED]

                                         By: /s/ Kim V. Farr
                                             --------------------------
                                         Name:  Kim V. Farr
                                         Title: Director








                                         Ref. No. 1381326, 1381327

Accepted and Confirmed as of date first
written above:
STRATS (SM) Trust For Goldman
Sachs Group Securities, Series 2006-2

By:  The Bank of New York, as Trustee

By:  /s/ Kevin Pennant
     ------------------
Name:  Kevin Pennant
Title: Assistant Vice President





Page 4 of 4
<PAGE>



                                                                     EXHIBIT E


                   EVIDENCE OF INTEGRATION FOR TAX PURPOSES

          This information is retained on behalf of each Certificateholder and
is intended to comply with requirements imposed by Section 1.1275-6(e) of the
United States Treasury Regulations.

     (1) The date the qualifying debt instrument was issued or acquired (or is
     expected to be issued or acquired) by the taxpayer and the date the
     Section 1.1275-6 hedge was entered into by the taxpayer.

     The Trust acquired the qualifying debt instrument on March 31, 2006 and
     entered into the Section 1.1275-6 hedge on the same date. Each
     Certificateholder simultaneously acquires its interest in the qualifying
     debt instrument and enters into the Section 1.1275-6 hedge on the trade
     date identified in the trade confirmation for the purchase of
     Certificates.

     (2) A description of the qualifying debt instrument and the Section
     1.1275-6 hedge.

     The qualifying debt instrument is $70,000,000 in aggregate principal
     amount of 6.125% Debentures Due 2033 issued by The Goldman Sachs Group,
     Inc. The Section 1.1275-6 hedge is a swap agreement between the Trust and
     Wachovia Bank, N.A., as evidenced by an ISDA Master Agreement (including
     a schedule thereto) dated as of March 31, 2006 and as supplemented by a
     confirmation number 1381326, 1381327, in the form attached to this series
     supplement as Exhibit D.

     (3) A summary of the cash flows and accruals resulting from treating the
     qualifying debt instrument and the Section 1.1275-6 hedge as an
     integrated transaction (that is, the cash flows and accruals on the
     synthetic debt instrument).

          A single principal payment of $70,000,000 is payable on the maturity
date of February 15, 2033. Interest payments at the three-month Treasury Bill
rate plus 0.90% per annum (but no more than 7.50% per annum) (each such
interest payment, an "Interest Payment") are payable on the 15th day of each
calendar month (or if the 15th calendar day is not a business day, on the next
succeeding business day).

          For any Interest Period (as hereinafter defined), the "three-month
Treasury Bill rate" will be, with respect to any Interest Period, the
USD-TBILL-H.15 rate for each Reset Date during the applicable Interest Period.

          For purposes hereof, the term "USD-TBILL-H.15 Rate" for any Interest
Period shall mean the rate for a Reset Date which appears on either the
Telerate Page 56 or the Telerate Page 57 opposite the three month designated
maturity under the heading "INVEST RATE." If United States Treasury bills of
the three month designated maturity have been auctioned on the Reset Date for
that Interest Period but such rate for such Reset Date does not appear on
either the Telerate Page 56 or the Telerate Page 57, the rate for that Reset
Date will be the Bond Equivalent


                                      E-1
<PAGE>


Yield of the rate set forth in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying such rate, for that day
in respect of the three month designated maturity under the caption "U.S.
Government securities/Treasury bills/Auction high." If United States Treasury
bills of the three month designated maturity have been auctioned on the Reset
Date for that Interest Period but such rate for such Reset Date does not
appear on either the Telerate Page 56 or the Telerate page 57 and such rate is
not set forth in the H.15 Daily Update in respect of the three month
designated maturity under the caption "U.S. Government securities/Treasury
bills/Auction high" or another recognized electronic source, the rate for that
Reset Date will be the Bond Equivalent Yield of the auction rate for those
Treasury bills as announced by the United States Department of the Treasury.
If the United States Treasury bills of the three month designated maturity are
not auctioned during any period of seven consecutive calendar days ending on,
and including, any Friday and the Reset Date for that Interest Period would
have occurred during that seven-day period, a Reset Date will be deemed to
have occurred on the day during that seven-day period on which such Treasury
bills would have been auctioned in accordance with the usual practices of the
United States Department of the Treasury, and the rate for that Reset Date
will be determined as if the parties had specified "USD-TBILL-Secondary
Market" as the applicable USD-TBILL-H.15 Rate. For purposes hereof, the terms
"Bond Equivalent Yield", "H.15 Daily Update" and "USD-TBILL-Secondary Market"
shall each have the meanings set forth in the Swap Agreement, and the term
"Reset Date," for each Interest Period, shall mean the last Monday prior to
the first day of such Interest Period.

          "Interest Period" means, with respect to the first distribution
date, the period from and including the original issue date of the
Certificates to, but excluding, April 15, 2006, and thereafter, so long as the
Swap Agreement is in effect, the period from and including the 15th day of the
preceding calendar month to, but excluding, the 15th day of the current
calendar month.

          For each Interest Period, the term "Reset Date" means the last
Monday prior to the first day of such Interest Period.

          "Telerate Page 56" and "Telerate Page 57" mean the display pages so
designated on Moneyline's Telerate Service (or such other page as may replace
that page on that service, or such other service as may be nominated as the
information vendor, for the purpose of displaying the USD-TBILL-H.15 rate).


                                      E-2
<PAGE>


                                                                     EXHIBIT F


DC/1387076-2/Confirm

                     FORWARD RATE AGREEMENT CONFIRMATION

[GRAPHIC OMITTED]

<TABLE>
<CAPTION>
<S>                <C>
Date:              March 31, 2006
To:                STRATS(SM) Trust For  Goldman Sachs Group Securities, Series 2006-
                   2 ("Counterparty")
Address:           The Bank of New York
                   101 Barclay Street
                   New York NY
                   10286 UNITED STATES
Fax:               212-815-2940
Attention:         Sir or Madam
From:              Wachovia Bank, N.A. ("Wachovia")
Ref. No:           1387076, 1387081, 1387088, 1387082, 1387085, 1387079, 1387086,
                   1387084, 1387087, 1387089, 1387090, 1387080, 1387083
</TABLE>

Dear Sir or Madam:

This confirms the terms of the Transaction described below between
Counterparty and Wachovia. The definitions and provisions contained in the
2000 ISDA Definitions, as published by the International Swaps and Derivatives
Association, Inc., are incorporated into this Confirmation. In the event of
any inconsistency between those definitions and provisions and this
Confirmation, this Confirmation will govern. Fixed Amounts and Floating
Amounts for each applicable Payment Date hereunder will be calculated in
accordance with the ISDA Definitions, and if any Fixed Amount and Floating
Amount are due for the same Payment Date hereunder, then those amounts shall
not be payable and instead the Fixed Rate Payer shall pay the positive
difference, if any, between the Fixed Amount and the Floating Amount, and the
Floating Rate Payer shall pay the positive difference, if any, between the
Floating Amount and the Fixed Amount.


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

<TABLE>
<CAPTION>
<S>                                     <C>
Transaction Type:                       Forward Rate Agreement
Currency for Payments:                  U.S. Dollars
Notional Amount:                        USD 70,000,000.00
Term:
      Trade Date:                       March 13, 2006
      Effective Date:                   March 31, 2006
      Termination Date:                 April 15, 2007

Fixed Amounts:

      Fixed Rate Payer:                 Wachovia
      Fixed Rate:                       6.60%
      Payment Date:                     Monthly on the 15th  of each month, commencing April 17, 2006, through and
                                        including the Termination Date.
      Business Day:                     New York
      Business Day Convention:          Unadjusted
      Fixed Rate Day Count Fraction:    30/360

Floating Amounts:

      Floating Rate Payer:              Counterparty
      Payment Date:                     Monthly on the 15th  of each month, commencing April 17, 2006, through and




Page 1 of 3

<PAGE>


                                        including the Termination Date.
      Floating Rate Option:             USD-TBILL-H15
      Designated Maturity:              3 Months
      Spread:                           None
      Floating Rate Day Count Fraction: 30/360
      Reset Date:                       The first day of the Calculation Period
      FRA Discounting:                  Applicable
      Business Day:                     New York
      Business Day Convention:          Unadjusted



2. The additional provisions of this Confirmation are as follows:

Calculation Agent:                      Wachovia
Payment Instructions:                   Wachovia Bank, N.A.
                                        CIB Group, ABA 053000219
                                        Ref: Derivative Desk (Trade No: 1387076, 1387081, 1387088, 1387082,
                                        1387085, 1387079, 1387086, 1387084, 1387087, 1387089, 1387090,
                                        1387080, 1387083 )
                                        Account #: 04659360006116

Wachovia Contacts:                      Settlement and/or Rate Resets:
                                        1-800-249-3865
                                        1-704-383-8429

                                        Documentation:
                                        Tel: (704) 383-4599
                                        Fax: (704) 383-9139


                                        Collateral:
                                        Tel: (704) 383-9529
                                        Please quote transaction reference number.

Payments to Counterparty:               The Bank of New York
                                        ABA#:   021000018
                                        GLA#:   111-565
                                        Account #:338133 STRATS Goldman Sachs Group 2006-2
                                        Phone: (212) 815-2849 Fax: (212) 815-2940

Documentation

This Confirmation supplements, forms part of, and is subject to, the ISDA
Master Agreement between Wachovia and Counterparty dated as of March 31, 2006,
as amended and supplemented from time to time (the "ISDA Master Agreement").
All provisions contained or incorporated by reference in the Master Agreement
will govern this Confirmation except as expressly modified herein.
</TABLE>




Page 2 of 3
<PAGE>



Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing a copy of this Confirmation and returning it to us.

                Very truly yours,
                Wachovia Bank, N.A.


                By:  /s/ Kim V. Farr
                     -------------------
                Name:  Kim V. Farr
                Title: Director








                Ref. No. 1387076, 1387081, 1387088, 1387082, 1387085, 1387079,
                1387086, 1387084, 1387087, 1387089, 1387090, 1387080, 1387083



Accepted and Confirmed as of date first
written above:
STRATS(SM) Trust For Goldman Sachs
Group Securities, Series 2006-2

By:  The Bank of New York, as Trustee

By:  /s/ Kevin Pennant
     ------------------
         Kevin Pennant

Name:    Kevin Pennant
Title:   Assistant Vice President



Page 3 of 3

<PAGE>


                                                                     EXHIBIT G


              IDENTIFICATION OF STRADDLE POSITIONS UNDER SECTION
               1092(A)(2) OF THE INTERNAL REVENUE CODEX PURPOSES

          This information is retained on behalf of each Certificateholder and
is intended to comply with the requirements imposed by Section 1092(A)(2) of
the Internal Revenue Code.

          This identification is made as of this March 31, 2006. and as of
each date that a Certificateholder acquires a Certificate. For March 31, 2006,
The positions identified are the Certificateholder's proportionate interest in
the following:

          The debt instrument of $70,000,000 in aggregate principal amount of
6.125% Debentures Due 2033 issued by The Goldman Sachs Group, Inc.

          The swap agreement between the Trust and Wachovia Bank, N.A., as
evidenced by an ISDA Master Agreement (including a schedule thereto) dated as
of March 31, 2006 and as supplemented by a confirmation number 1381326,
1381327, in the form attached to this series supplement as Exhibit D.

          The forward rate agreements between the Trust and Wachovia Bank,
N.A., as evidenced by an ISDA Master Agreement (including a schedule thereto)
dated as of March 31, 2006 and as supplemented by a confirmation numbers
1387076, 1387081, 1387088, 1387082, 1387085, 1387079, 1387086, 1387084,
1387087, 1387089, 1387090, 1387080, 1387083.

          After March 31, 2006 and as of each date that a Certificateholder
acquires a Certificate ("Acquisition Date"). The positions identified are the
Certificateholder's proportionate interest in the following:

          The debt instrument of $70,000,000 in aggregate principal amount of
6.125% Debentures Due 2033 issued by The Goldman Sachs Group, Inc.

          The swap agreement between the Trust and Wachovia Bank, N.A., as
evidenced by an ISDA Master Agreement (including a schedule thereto) dated as
of March 31, 2006 and as supplemented by a confirmation number 1381326,
1381327, in the form attached to this series supplement as Exhibit D.

          Each remaining forward rate agreement on such Acquisition Date. For
this purpose "each remaining forward rate agreement" shall mean each of those
forward rate agreements between the Trust and Wachovia Bank, N.A., as
evidenced by an ISDA Master Agreement (including a schedule thereto) dated as
of March 31, 2006 as supplemented by a confirmation numbers 1387076, 1387081,
1387088, 1387082, 1387085, 1387079, 1387086, 1387084, 1387087, 1387089,
1387090, 1387080, 1387083, for which, as of the Acquisition Date, the
termination date (within the meaning of such forward rate agreements) has not
occurred.


                                     G-1