UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 10-K
                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the fiscal year ended December 31, 2008

                                       or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934


For the transition period from______to______


             Commission File Number of issuing entity: 333-133978-01


                        CORTS TRUST V FOR IBM DEBENTURES
               --------------------------------------------------
           (Exact name of issuing entity as specified in its charter)


           Commission File Number of depositor and sponsor: 333-133978


                            Structured Products Corp.
        -----------------------------------------------------------------
        (Exact name of depositor and sponsor as specified in its charter)


          Delaware                                       13-3692801
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


          388 Greenwich Street
              New York , NY                                10013
 ---------------------------------------                 ----------
 (Address of principal executive offices)                (Zip Code)


Registrant's telephone number, including area code: (212) 816-7496 Securities
registered pursuant to Section 12(b) of the Act:


Title of each class              Name of Registered exchange on which registered
-----------------------------    -----------------------------------------------
6.40% Corporate-Backed Trust     New York Stock Exchange ("NYSE")
Securities (CorTS) Certificates


<PAGE>


Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes [] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes [] No [X]

Indicate by check mark whether the registrant: (1) Has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No []

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Not applicable.

Indicate by check mark whether the registrant is large accelerated filer, an
accelerated filer or a non-accelerated filer. See the definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (check
one):
Large accelerated filer []    Accelerated filer []    Non- accelerated filer [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).
Yes [] No [X]

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter:

The registrant has no voting stock or class of common stock that is held by
non-affiliates.


                  DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated by reference into Part IV of this
Annual Report: The distribution reports to security holders filed on Form 10-D
during the fiscal year, in lieu of reports on Form 10-Q, which include the
reports filed on Form 10-D listed in Item 15(a) hereto.

                             Introductory Note

Structured Products Corp. (the "Depositor") is the Depositor in respect of the
CorTS Trust V For IBM Debentures (the "Trust"), a common law trust formed
pursuant to the Base Trust Agreement, dated as of September 19, 2006, between
the Depositor and U.S. Bank Trust National Association, as trustee (the
"Trustee"), as supplemented by the CorTS Supplement 2006-1 (the "Series
Supplement") dated as of September 29, 2006 in respect of the Trust.  The
Trust's assets consist solely of debentures issued by International Business
Machines Corporation.  The Certificates do not represent obligations of or
interests in the Depositor or the Trustee.

Pursuant to staff administrative positions, the Trust is not required to respond
to various items of Form 10-K.  Such items are designated herein as "Not
Applicable." Distribution reports detailing receipts and distributions by the
Trust are filed after each distribution date on Form 10-D in lieu of reports on
Form 10-Q.


                                       2
<PAGE>


International Business Machines Corporation, the issuer of the underlying
securities, is subject to the information reporting requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"). For information on
International Business Machines Corporation please see its periodic and current
reports filed with the Securities and Exchange Commission (the "Commission")
under its Exchange Act file number, 001-02360.  The Commission maintains a site
on the World Wide Web at "http://www.sec.gov" at which users can view and
download copies of reports, proxy and information statements and other
information filed electronically through the Electronic Data Gathering, Analysis
and Retrieval system, or "EDGAR." Periodic and current reports and other
information required to be filed pursuant to the Exchange Act by International
Business Machines Corporation may be accessed on this site. You can request
copies of these documents, upon payment of a duplicating fee, by writing to the
SEC. The public may read and copy any materials filed with the Commission at the
Commission's Public Reference Room at 100 F Street, NE, Washington, DC 20549.
The public may obtain information on the operation of the Public Reference Room
by calling the Commission at 1-800-SEC-0330.  Please call the SEC at (800)
SEC-0330 for further information on the operation of the SEC's public reference
rooms. In addition, such reports and other information can be inspected at the
offices of the New York Stock Exchange at 20 Broad Street, New York, New York
10005.  Neither the Depositor nor the Trustee has participated in the
preparation of such reporting documents, or made any due diligence investigation
with respect to the information provided therein. Neither the Depositor nor the
Trustee has verified the accuracy or completeness of such documents or reports.
There can be no assurance that events affecting the issuer of the underlying
securities or the underlying securities themselves have not occurred or have not
yet been publicly disclosed which would affect the accuracy or completeness of
the publicly available documents described above.


                                 PART I

The following Items have been omitted in accordance with General Instruction
J to Form 10-K:

Item 1.      Business.

Item 1A.     Risk Factors.

Item 2.      Properties.

Item 3.      Legal Proceedings.

Item 4.      Submission of Matters to a Vote of Security Holders.

Item 1B.     Unresolved Staff Comments.

Not Applicable

                                 PART II

The following Items have been omitted in accordance with General Instruction J
to Form 10-K:

Item 5.      Market for Registrant's Common Equity, Related Stockholder Matters
             and Issuer Purchases of Equity Securities.

Item 6.      Selected Financial Data.

Item 7.      Management's Discussion and Analysis of Financial Condition and
             Results of Operations.

Item 7A.     Quantitative and Qualitative Disclosures About Market Risk.

Item 8.      Financial Statements and Supplementary Data.

Item 9.      Changes in and Disagreements With Accountants on Accounting and
             Financial Disclosure.

Item 9A.     Controls and Procedures.


                                       3
<PAGE>


Item 9B.     Other Information.

             None

                                 PART III

The following Items have been omitted in accordance with General Instruction J
to Form 10-K:

Item 10.     Directors, Executive Officers and Corporate Governance

Item 11.     Executive Compensation.

Item 12.     Security Ownership of Certain Beneficial Owners and Management and
             Related Stock Matters.

Item 13.     Certain Relationships and Related Transactions, and Director
             Independence.

Item 14.     Principal Accounting Fees and Services.


 SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J(2) TO
                                   FORM 10-K.


Item 1112(b) of Regulation AB.           Significant Obligors of Pool Assets
                                         (Financial Information).

The primary asset of the issuing entity is the underlying securities,
$41,200,000 aggregate principal amount of 7.125% debentures due December 1, 2096
issued by International Business Machines Corporation. The issuer of the
underlying securities, therefore, may be considered a significant obligor.
The issuer of the underlying securities is subject to the information reporting
requirements of the Securities Exchange Act of 1934 (the "Exchange Act").
For information on the issuer of the underlying securities please see its
periodic and current reports filed with the Securities and Exchange Commission
(the "Commission") under its Exchange Act file number, 001-02360.


Item 1114(b)(2) of Regulation AB.        Credit Enhancement and Other Support,
                                         Except for Certain Derivatives
                                         Instruments (Information Regarding
                                         Significant Enhancement
                                         Providers Financial Information).

Based on the standards set forth in Item 1114(b)(2) of Regulation AB, no
information is required in response to this Item.


Item 1115(b) of Regulation AB.           Certain Derivatives Instruments
                                         (Financial Information).

Based on the standards set forth in Item 1115(b) of Regulation AB, no
information is required in response to this Item.


Item 1117 of Regulation AB.              Legal Proceedings.

Based on the standards set forth in Item 1117 of Regulation AB no information is
required in response to this Item.


Item 1119 of Regulation AB.              Affiliations and Certain Relationships
                                         and Related Transactions.

Based on the standards set forth in Item 1119 of Regulation AB, no information
is required in response to this Item.


Item 1122 of Regulation AB.              Compliance with Applicable Servicing
                                         Criteria

U.S. Bank Trust National Association has been identified by the registrant as a
party participating in the servicing function with respect to the pool assets
held by CorTS Trust V For IBM Debentures. U.S. Bank Trust National Association
has completed a report on an assessment of compliance with the servicing
criteria applicable (the "Report on Assessment") dated March 2, 2009 and for
a period beginning January 1, 2008 through and including December 31, 2008,
which Report on Assessment is attached as an exhibit to this Form 10-K. In
addition, U.S. Bank


                                       4
<PAGE>


Trust National Association has provided an attestation report (the "Attestation
Report") by a registered independent public accounting firm regarding its
related Report on Assessment. The Attestation Report is attached as an exhibit
to this Form 10-K. Neither the Report on Assessment or the related Attestation
Report has identified any material instances of noncompliance with the servicing
criteria described in the Report on Assessment as being applicable to CorTS
Trust V For IBM Debentures.


Item 1123 of Regulation AB.              Servicer Compliance Statement.

Structured Products Corp. has provided a statement of compliance (the
"Compliance Statement") for the period from and including January 1, 2008
through and including December 31, 2008, which has been signed by an authorized
officer of Structured Products Corp. The Compliance Statement of Structured
Products Corp. is attached as an exhibit to this Form 10-K.



                                       5
<PAGE>


                                 PART IV

Item 15.     Exhibits, Financial Statement Schedules.

(a)     The following documents have been filed as part of this report.

        1.     Trustee's Distribution Statements documented on Form 10-D of
               CorTS Trust V For IBM Debentures to the certificateholders for
               the period from January 1, 2008 through and including December
               31, 2008 have been filed with the Securities and Exchange
               Commission and are hereby incorporated by reference.  Filing
               dates are listed below:

        Trust Description            Distribution Date           Filed on

CorTS Trust V For IBM Debentures       June 1, 2008            June 16, 2008
CorTS Trust V For IBM Debentures      December 1, 2008        December 8, 2008


        2.     None

        3.     Exhibits:

               31.1 - Certification by Director of the Registrant pursuant to 15
               U.S.C. Section 7241, as adopted pursuant to Section 302 of the
               Sarbanes-Oxley Act of 2002.

               33.1 - Report on Assessment of Compliance with Servicing Criteria
               for U.S. Bank Trust National Association for the period from and
               including January 1, 2008 through and including December 31,
               2008.

               34.1 - Attestation Report of Ernst & Young LLP on Assessment of
               Compliance with Servicing Criteria.

               35.1 - Servicer Compliance Statement of U.S. Bank Trust National
               Association for the period from and including January 1, 2008
               through and including December 31, 2008.

               99.1 - Registrant's Current Report on Form 10-D filed with the
               Securities and Exchange Commission on June 16, 2008 and December
               8, 2008, as further described in Item 15(a)(1)above, is
               incorporated herein by reference.

(b)     See Item 15(a) above.

(c)     Not Applicable.



                                       6
<PAGE>



SIGNATURE

          Pursuant to the requirements of Section 13 or 15 (d) the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.

                                                  Structured Products Corp.,
                                                  as Depositor for the Trust



                                                  By:  /s/ Stanley Louie
                                                     ---------------------------
                                                  Name:     Stanley Louie
                                                  Title:    Authorized Signatory

Dated:  March 18, 2009




                                       7
<PAGE>



                                 EXHIBIT INDEX

     Exhibit                            Description of Exhibits
  Number in this
     Form 10-K

     31.1              Certification by Director of the Registrant pursuant to
                       15 U.S.C. Section 7241, as adopted pursuant to Section
                       302 of the Sarbanes-Oxley Act of 2002.

     33.1              Report on Assessment of Compliance with Servicing
                       Criteria for U.S. Bank Trust National Association for the
                       period from and including January 1, 2008 through and
                       including December 31, 2008.

     34.1              Attestation Report of Ernst & Young LLP on Assessment of
                       Compliance with Servicing Criteria.

     35.1              Servicer Compliance Statement of U.S. Bank Trust National
                       Association for the period from and including January 1,
                       2008 through and including December 31, 2008.

     99.1              Registrant's Current Report on Form 10-D filed with the
                       Securities and Exchange Commission on June 16, 2008 and
                       December 8, 2008, as further described in Item 15(a)(1)
                       above, is incorporated herein by reference.



                                       8
<PAGE>



                                                                    Exhibit 31.1


                                 CERTIFICATION

I, Stanley Louie, certify that:

1.          I have reviewed this annual report on Form 10-K in respect of the
CorTS Trust V For IBM Debentures (the "Trust") and all reports on Form 10-D
containing distribution or servicing reports filed in respect of periods
included in the year covered by this annual report of the Trust;

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

3.          Based on my knowledge, the distribution or servicing information
required to be provided to the Depositor by the Trustee under the trust
agreement, for inclusion in these reports is included in these reports;

4.          I am responsible for reviewing the activities performed by the
Depositor and the Trustee under the trust agreement and based upon my knowledge
and the annual compliance review required under that agreement and Item 1123 of
Regulation AB, and except as disclosed in the reports, the Depositor and Trustee
have each fulfilled its obligations under that agreement; and

5.          The reports disclose all significant deficiencies relating to the
compliance by the Trustee and the Depositor with the minimum servicing or
similar standards based upon the report provided by an independent public
accountant, after conducting a review in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or similar procedure, as set forth in
the trust agreement that is included in these reports.

In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated party: U.S. Bank Trust National
Association, as Trustee.

Date:    March 18, 2009

     /s/ Stanley Louie
----------------------------
Name:   Stanley Louie
Title:  Authorized Signatory



                                       9
<PAGE>


                                                                    Exhibit 33.1


    REPORT ON ASSESSMENT OF COMPLIANCE WITH REGULATION AB SERVICING CRITERIA

                            Management's Assertion

 Report on Compliance with Applicable Servicing Criteria Pursuant to Item 1122
           of Regulation AB under the Securities Exchange Act of 1934

U.S. Bank National Association ("U.S. Bank") as a party participating in the
servicing function for the following transactions:

               U.S. Bank Corporate Trust Repackaging Platform(1)

hereby provides the following report on its assessment of compliance with the
servicing criteria set forth in Item 1122 of Regulation AB applicable to it and
as described on Exhibit A hereto:

1.       U.S. Bank is responsible for assessing its compliance with the
         servicing criteria applicable to it as noted on the accompanying
         Exhibit A;

2.       U.S. Bank used the criteria set forth in paragraph (d) of Item 1122
         of Regulation AB to assess its compliance with the applicable
         servicing criteria;

3.       U.S. Bank's assessment of its compliance with the applicable servicing
         criteria is as of and for the period beginning on January 1, 2008 and
         ending December 31, 2008, the end of the fiscal year covered by
         the Form 10-K report.  U.S. Bank's participation in the servicing
         function complied in all material respects with the applicable
         servicing criteria.

4.       Ernst & Young, a registered public accounting firm, has issued an
         attestation report on U.S. Bank's assessment of compliance with the
         applicable servicing criteria as of and for the period beginning on
         January 1, 2008 and ending December 31, 2008, the end of the fiscal
         year covered by the Form 10-K report.


                                            U.S. BANK NATIONAL ASSOCIATION



                                            /s/ Bryan R. Calder
                                            -----------------------------
                                            Name:  Bryan R. Calder
                                            Title: President

Date:  March 2, 2009

______________________________
(1) The U.S. Bank Corporate Trust Repackaging Platform (the "Platform") consists
of the activities involved in the performance of servicing functions for
publicly issued transactions comprised of the repackaging of corporate debt
and/or other agency securities the securities of which were offered on or after
January 1, 2006. The Platform does not include asset-backed or mortgage-backed
transactions serviced by a pool of receivables or other financial assets.

                                       10


<PAGE>


                     EXHIBIT A to Management's Assertion

<TABLE>
<CAPTION>
     Reference                             Servicing Criteria                                 Applicable      Inapplicable
                                                                                              Servicing        Servicing
                                                                                               Criteria         Criteria
<S>                  <C>                                                                      <C>              <C>
                                          General Servicing Considerations


1122(d)(1)(i)        Policies and procedures are instituted to monitor any
                     performance or other triggers and events of default in
                     accordance with the transaction agreements.                                                  X

1122(d)(1)(ii)       If any material servicing activities are outsourced to third
                     parties, policies and procedures are instituted to monitor
                     the third party's performance and compliance with such                        X
                     servicing activities.

1122(d)(1)(iii)      Any requirements in the transaction agreements to maintain a
                     back-up servicer for the Pool Assets are maintained.                                         X

1122(d)(1)(iv)       A fidelity bond and errors and omissions policy is in effect
                     on the party participating in the servicing function
                     throughout the reporting period in the amount of coverage                     X
                     required by and otherwise in accordance with the terms of the
                     transaction agreements.


                                         Cash Collection and Administration

1122(d)(2)(i)        Payments on pool assets are deposited into the appropriate
                     custodial bank accounts and related bank clearing accounts no
                     more than two business days following receipt, or such other
                     number of days specified in the transaction agreements.                       X

1122(d)(2)(ii)       Disbursements made via wire transfer on behalf of an obligor
                     or to an investor are made only by authorized personnel.                      X

1122(d)(2)(iii)      Advances of funds or guarantees regarding collections, cash
                     flows or distributions, and any interest or other fees
                     charged for such advances, are made, reviewed and approved as                                X
                     specified in the transaction agreements.

1122(d)(2)(iv)       The related accounts for the transaction, such as cash
                     reserve accounts or accounts established as a form of over
                     collateralization, are separately maintained (e.g., with                      X
                     respect to commingling of cash) as set forth in the
                     transaction agreements.

1122(d)(2)(v)        Each custodial account is maintained at a federally insured
                     depository institution as set forth in the transaction
                     agreements.  For purposes of this criterion, "federally
                     insured depository institution" with respect to a foreign                     X
                     financial institution means a foreign financial institution
                     that meets the requirements of Rule 13k-1(b)(1) of the
                     Securities Exchange Act.

1122(d)(2)(vi)       Unissued checks are safeguarded so as to prevent unauthorized
                     access.                                                                       X

</TABLE>

                                       11


<PAGE>


<TABLE>
<CAPTION>
     Reference                             Servicing Criteria                                 Applicable      Inapplicable
                                                                                              Servicing        Servicing
                                                                                               Criteria         Criteria
<S>                  <C>                                                                      <C>             <C>
1122(d)(2)(vii)      Reconciliations are prepared on a monthly basis for all
                     asset-backed securities related bank accounts, including
                     custodial accounts and related bank clearing accounts.  These
                     reconciliations are (A) mathematically accurate; (B) prepared
                     within 30 calendar days after the bank statement cutoff date,
                     or such other number of days specified in the transaction
                     agreements; (C) reviewed and approved by someone other than                   X
                     the person who prepared the reconciliation; and (D) contain
                     explanations for reconciling items.  These reconciling items
                     are resolved within 90 calendar days of their original
                     identification, or such other number of days specified in the
                     transaction agreements.


                                         Investor Remittances and Reporting

1122(d)(3)(i)        Reports to investors, including those to be filed with the
                     Commission, are maintained in accordance with the transaction
                     agreements and applicable Commission requirements.
                     Specifically, such reports (A) are prepared in accordance
                     with timeframes and other terms set forth in the transaction
                     agreements; (B) provide information calculated in accordance
                     with the terms specified in the transaction agreements; (C)
                     are filed with the Commission as required by its rules and
                     regulations; and (D) agree with investors' or the trustee's                   X
                     records as to the total unpaid principal balance and number
                     of Pool Assets serviced by the Servicer.

1122(d)(3)(ii)       Amounts due to investors are allocated and remitted in
                     accordance with timeframes, distribution priority and other                   X
                     terms set forth in the transaction agreements.

1122(d)(3)(iii)      Disbursements made to an investor are posted within two
                     business days to the Servicer's investor records, or such                     X
                     other number of days specified in the transaction agreements.

1122(d)(3)(iv)       Amounts remitted to investors per the investor reports agree
                     with cancelled checks, or other form of payment, or custodial                 X
                     bank statements.

                                              Pool Asset Administration

1122(d)(4)(i)        Collateral or security on pool assets is maintained as
                     required by the transaction agreements or related pool asset
                     documents.                                                                                   X

1122(d)(4)(ii)       Pool assets and related documents are safeguarded as required
                     by the transaction agreements.                                                X

1122(d)(4)(iii)      Any additions, removals or substitutions to the asset pool
                     are made, reviewed and approved in accordance with any                        X
                     conditions or requirements in the transaction agreements.

</TABLE>

                                       12


<PAGE>


<TABLE>
<CAPTION>
     Reference                             Servicing Criteria                                 Applicable      Inapplicable
                                                                                              Servicing        Servicing
                                                                                               Criteria         Criteria
<S>                  <C>                                                                      <C>             <C>
1122(d)(4)(iv)       Payments on pool assets, including any payoffs, made in
                     accordance with the related pool asset documents are posted
                     to the Servicer's obligor records maintained no more than two
                     business days after receipt, or such other number of days                     X
                     specified in the transaction agreements, and allocated to
                     principal, interest or other items (e.g., escrow) in
                     accordance with the related pool asset documents.

1122(d)(4)(v)        The Servicer's records regarding the pool assets agree with
                     the Servicer's records with respect to an obligor's unpaid                    X
                     principal balance.

1122(d)(4)(vi)       Changes with respect to the terms or status of an obligor's
                     pool assets (e.g., loan modifications or re-agings) are made,
                     reviewed and approved by authorized personnel in accordance                                  X
                     with the transaction agreements and related pool asset
                     documents.

1122(d)(4)(vii)      Loss mitigation or recovery actions (e.g., forbearance plans,
                     modifications and deeds in lieu of foreclosure, foreclosures
                     and repossessions, as applicable) are initiated, conducted                    X
                     and concluded in accordance with the timeframes or other
                     requirements established by the transaction agreements.

1122(d)(4)(viii)     Records documenting collection efforts are maintained during
                     the period a pool asset is delinquent in accordance with the
                     transaction agreements.  Such records are maintained on at
                     least a monthly basis, or such other period specified in the
                     transaction agreements, and describe the entity's activities                  X
                     in monitoring delinquent pool assets including, for example,
                     phone calls, letters and payment rescheduling plans in cases
                     where delinquency is deemed temporary (e.g., illness or
                     unemployment).

1122(d)(4)(ix)       Adjustments to interest rates or rates of return for pool
                     assets with variable rates are computed based on the related                                 X
                     pool asset documents.

1122(d)(4)(x)        Regarding any funds held in trust for an obligor (such as
                     escrow accounts): (A) such funds are analyzed, in accordance
                     with the obligor's pool asset documents, on at least an
                     annual basis, or such other period specified in the
                     transaction agreements; (B) interest on such funds is paid,
                     or credited, to obligors in accordance with applicable pool                                  X
                     asset documents and state laws; and (C) such funds are
                     returned to the obligor within 30 calendar days of full
                     repayment of the related pool assets, or such other number of
                     days specified in the transaction agreements.

1122(d)(4)(xi)       Payments made on behalf of an obligor (such as tax or
                     insurance payments) are made on or before the related penalty
                     or expiration dates, as indicated on the appropriate bills or
                     notices for such payments, provided that such support has                                    X
                     been received by the servicer at least 30 calendar days prior
                     to these dates, or such other number of days specified in the
                     transaction agreements.

1122(d)(4)(xii)      Any late payment penalties in connection with any payment to
                     be made on behalf of an obligor are paid from the Servicer's
                     funds and not charged to the obligor, unless the late payment                                X
                     was due to the obligor's error or omission.
</TABLE>

                                       13

<PAGE>


<TABLE>
<CAPTION>
     Reference                             Servicing Criteria                                 Applicable      Inapplicable
                                                                                              Servicing        Servicing
                                                                                               Criteria         Criteria
<S>                  <C>                                                                      <C>             <C>
1122(d)(4)(xiii)     Disbursements made on behalf of an obligor are posted within
                     two business days to the obligor's records maintained by the
                     servicer, or such other number of days specified in the                                      X
                     transaction agreements.

1122(d)(4)(xiv)      Delinquencies, charge-offs and uncollectible accounts are
                     recognized and recorded in accordance with the transaction                                   X
                     agreements.

1122(d)(4)(xv)       Any external enhancement or other support, identified in Item
                     1114(a)(1) through (3) or Item 1115 of Regulation AB, is                                     X
                     maintained as set forth in the transaction agreements.
</TABLE>

                                       14


<PAGE>

                                                                    Exhibit 34.1

           Report of Independent Registered Public Accounting Firm


[Ernst & Young LOGO]     * Ernst & Young LLP        * Phone: (612) 343-1000
                           220 South Sixth Street,    www.ey.com
                           Ste 1400 Minneapolis,
                           MN 55402-4509


            Report of Independent Registered Public Accounting Firm

The Board of Directors
U.S. Bank National Association

We have examined management's assertion,  included in the accompanying Report on
Assessment of Compliance  with SEC Regulation AB Servicing  Criteria,  that U.S.
Bank National Association (the Company) complied with the servicing criteria set
forth in Item 1122(d) of the Securities and Exchange Commission's  Regulation AB
for the Structured  Repackaging platform (the Platform) as of December 31, 2008,
and for the period from  January 1, 2008  through  December  31, 2008 except for
servicing    criteria    1122(d)(1)(i),    1122(d)(1)(iii),     1122(d)(2)(iii),
122(d)(4)(i),  1122(d)(4)(vi),  and  1122(d)(4)(ix)-(xv),  which the Company has
determined are not  applicable to the activities  performed by them with respect
to the servicing Platform covered by this report.  Management is responsible for
the Company's compliance with those servicing criteria. Our responsibility is to
express an opinion on management's assertion about the Company's compliance with
the servicing criteria based on our examination.

Our  examination  was  conducted  in  accordance  with   attestation   standards
established  by the  American  Institute  of Certified  Public  Accountants,  as
adopted by the Public Company  Accounting  Oversight  Board (United States) and,
accordingly,  included examining,  on a test basis, evidence about the Company's
compliance  with the applicable  servicing  criteria and  performing  such other
procedures  as we considered  necessary in the  circumstances.  Our  examination
included  testing of less than all of the individual  asset backed  transactions
and  securities  that  comprise  the  Platform,  testing of less than all of the
servicing  activities  related to the  Platform,  and  determining  whether  the
Company  processed  those  selected  transactions  and performed  those selected
activities  in  compliance  with  the  servicing  criteria.   Furthermore,   our
procedures were limited to the selected  transactions  and servicing  activities
performed  by the  Company  during  the  period  covered  by  this  report.  Our
procedures  were not  designed to  determine  whether  errors may have  occurred
either prior to or  subsequent  to our tests that may have affected the balances
or amounts  calculated or reported by the Company  during the period  covered by
this report for the selected  transactions or any other  transactions.  Although
the Company is responsible for assessing  compliance with Items  1122(d)(1)(ii),
1122(d)(4)(iii),  1122(d)(4)(vii),  and 1122(d)(4)(viii) of Regulation AB, there
were no servicing  activities performed by the Company during the period January
1, 2008 through December 31, 2008, that required these servicing  criteria to be
complied with. We believe that our examination  provides a reasonable  basis for
our  opinion.  Our  examination  does not provide a legal  determination  on the
Company's compliance with the servicing criteria.


                                       15
<PAGE>

In our  opinion,  management's  assertion  that the  Company  complied  with the
aforementioned  servicing  criteria as of December 31, 2008,  and for the period
from January 1, 2008 through  December 31, 2008, for the Structured  Repackaging
platform is fairly stated, in all material respects.


                                           /s/ Ernst & Young LLP

Minneapolis, Minnesota
March 2, 2009


                                       16


<PAGE>


                                                                    Exhibit 35.1

                          SERVICER COMPLIANCE STATEMENT
                      U.S. Bank Trust National Association

      The undersigned, a duly authorized officer of U.S. Bank Trust National
Association (the "Trustee"), as Trustee in respect of the CorTS Trust V For IBM
Debentures (the "Trust"), does hereby certify that:

1.    The Bank is Trustee under the Trust Agreement.

2.    The undersigned is duly authorized as required pursuant to the Trust
      Agreement to execute and deliver this Certificate to the Trust.

3.    This Certificate is delivered pursuant to Item 1123 of the Securities and
      Exchange Commission's Regulation AB.

4.    A review of the Trustee's activities during the twelve-month period ended
      December 31, 2008 and of its performance under the Trust Agreement has
      been made under my supervision.

5.    To the best of my knowledge, based on such review, the Trustee has
      fulfilled all of its obligations under the Trust Agreement in all material
      respects throughout such twelve-month period.

      IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
      this 12th day of March 2009.


By:    /s/ Janet P. O'Hara
      ------------------------------
Name:   Janet P. O'Hara
Title:  Assistant Vice President



                                       17