SERIES SUPPLEMENT

                          TRUST CERTIFICATES (TRUCs)

                           TRUCs Series 2001-1 TRUST

         SERIES SUPPLEMENT, Series 2001-1, dated as of June 19, 2001 (the
"Series Supplement"), by and between BEAR STEARNS DEPOSITOR INC., as Depositor
(the "Depositor"), and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee (the
"Trustee").

                             W I T N E S S E T H:

         WHEREAS, the Depositor desires to create the Trust designated herein
(the "Trust") by executing and delivering this Series Supplement, which shall
incorporate the terms of the Standard Terms for Trust Agreements, dated as of
June 19, 2001 (the "Standard Terms"; together with this Series Supplement, the
"Trust Agreement"), by and between the Depositor and the Trustee, as modified
by this Series Supplement;

         WHEREAS, the Depositor desires to deposit the Underlying Securities
set forth on Schedule I attached hereto (the "Underlying Securities Schedule")
and the Call Warrant into the Trust;

         WHEREAS, in connection with the creation of the Trust and the deposit
therein of the Underlying Securities and the Call Warrant, it is desired to
provide for the issuance of a series of trust certificates evidencing
undivided interests in the Trust; and

         WHEREAS, the Trustee has joined in the execution of the Standard
Terms and this Series Supplement to evidence the acceptance by the Trustee of
the Trust;

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants expressed herein, it is hereby agreed by and between the
Depositor and the Trustee as follows:

     Section 1. Incorporation of Standard Terms. Except as otherwise provided
herein, all of the provisions of the Standard Terms are hereby incorporated
herein by reference in their entirety, and this Series Supplement and the
Standard Terms shall form a single agreement between the parties. In the event
of any inconsistency between the provisions of this Series Supplement and the
provisions of the Standard Terms, the provisions of this Series Supplement
will control with respect to the Series 2001-1 Certificates and the
transactions described herein.

     Section 2. Definitions. (a) Except as otherwise specified herein or as
the context may otherwise require, the following terms shall have the
respective meanings set forth below for all purposes under this Series
Supplement. (Section 2(b) below sets forth terms listed in the Standard Terms
which are not applicable to this Series.) Capitalized terms used but not
defined herein shall have the meanings assigned to them in the Standard Terms.




<PAGE>


         "Available Funds" shall have the meaning specified in the Standard
Terms, except that investment income earned on funds invested pursuant to
Section 3.05 of the Standard Terms shall be included in Available Funds.

         "Business Day" shall mean any day other than (i) Saturday and Sunday
or (ii) a day on which banking institutions in New York City, New York are
authorized or obligated by law or executive order to be closed for business or
(iii) a day that is not a business day for the purposes of the Indenture.

         "Call Date" shall mean any date occurring on or after June 19, 2006,
or at any time during which an Event of Default shall have occurred and is
continuing.

         "Call Price" shall mean, for each related Call Date, (i) if prior to
June 19, 2006, 91.145883% of the outstanding principal amount of the
Underlying Securities or (ii) if on or after June 19, 2006, 86.805556% of the
outstanding principal amount of the Underlying Securities, in each case plus
any accrued and unpaid interest on the Underlying Securities to but excluding
the Call Date.

         "Call Request" shall have the meaning specified in Section 7(b)
hereof.

         "Call Rights" shall mean the rights to purchase in whole or in part
at the Call Price the Underlying Securities pursuant to the Call Warrant.

         "Call Warrant" shall mean that certain call warrant on the Underlying
Securities issued under the Warrant Agent Agreement.

         "Certificate Account" shall mean the Certificate Account established
as specified in the Standard Terms with respect to the Series 2001-1
Certificates and which account shall not apply to or be used in connection
with any other Series.

         "Certificates" shall have the meaning specified in Section 3 hereof.

         "Class A-1 Certificates" shall mean the Certificates, so designated
in Section 3(a), to be issued by the Trust representing a proportionate
undivided beneficial ownership interest in certain distributions to be made by
the Trust and having the characteristics described herein.

         "Class A-2 Certificates" shall mean the Certificates, so designated
in Section 3(a), to be issued by the Trust representing a proportionate
undivided beneficial ownership interest in certain distributions to be made by
the Trust and having the characteristics described herein.

         "Closing Date" shall mean June 19, 2001.

         "Collection Period" shall mean, (i) with respect to each March
Distribution Date, the period beginning on the day after the September
Distribution Date and ending on such March Distribution Date, inclusive and,
(ii) with respect to each September Distribution Date, the period beginning on
the day after the March Distribution Date of a given year and ending on the
September Distribution Date of the following year, inclusive; provided,
however, that clauses (i) and (ii) shall be subject to Section 9(f) hereof.


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         "Corporate Trust Office" shall mean the office of U.S. Bank Trust
National Association located at 100 Wall Street, Suite 1600, New York, New
York 10005.

         "Currency" shall mean United States Dollars.

         "Depository" shall mean The Depository Trust Company.

         "Distribution Date" shall mean March 15 and September 15 of each year
(or if such date is not a Business Day, the next succeeding Business Day),
commencing on September 15, 2001 and ending on the Final Scheduled
Distribution Date (absent the exercise by the Underlying Securities Issuer of
its right to defer interest payments) or any date on which the Underlying
Securities Issuer exercises an optional redemption right.

         "Eligible Account" shall have the meaning specified in the Standard
Terms.

         "Eligible Investments" shall be as defined in the Standard Terms;
provided, however, that the rating of any short-term instruments will be A-1+
by S&P and P1 by Moody's; and provided, further, that any such investment
matures no later than the Business Day prior to any related Distribution Date
and that any such investment be denominated in U.S. dollars.

         "Event of Default" shall mean (i) a default in the payment of any
interest on any Underlying Security after the same becomes due and payable
(subject to any permitted deferrals and applicable grace period), (ii) a
default in the payment of the principal of or any installment of principal of
any Underlying Security when the same becomes due and payable and (iii) any
other event specified as an "Event of Default" in the Indenture.

         "Extraordinary Trust Expenses" shall have the meaning specified in
the Standard Terms.

         "Final Scheduled Distribution Date" shall mean March 15, 2029.

         "Indenture" shall mean the indenture pursuant to which the Underlying
Securities were issued.

         "Interest Accrual Period" shall mean for any Distribution Date, the
period from and including the preceding Distribution Date (or in the case of
the first Interest Accrual Period, from and including June 19, 2001) to but
excluding the current Distribution Date.

         "Liquidation Price" shall mean the price at which the Trustee sells
the Underlying Securities.

         "Liquidation Proceeds" shall have the meaning specified in the
Standard Terms.

         "Maturity Date" shall have the meaning specified in Schedule I
hereto.

         "Moody's" shall mean Moody's Investors Service, Inc.


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<PAGE>


         "Ordinary Expenses" shall mean the Trustee's ordinary expenses and
overhead in connection with its services as Trustee, including the items
referred to in the definition of Ordinary Expenses in the Standard Terms.

         "Prepaid Ordinary Expenses" shall be zero for this Series.

         "Prospectus Supplement" shall mean the Prospectus Supplement, dated
May 25, 2001, relating to the Certificates.

         "Rating Agency" shall mean Moody's and S&P.

         "Record Date" shall mean, with respect to each Distribution Date, the
day immediately preceding the related Distribution Date.

         "Required Interest" shall have the meaning specified in the Standard
Terms.

         "Required Percentage-Amendment" shall be 66-2/3% of the aggregate
Voting Rights.

         "Required Percentage-Direction of Trustee" shall be 66-2/3% of the
aggregate Voting Rights.

         "Required Percentage-Remedies" shall be 66-2/3% of the aggregate
Voting Rights.

         "Required Percentage-Removal" shall be 66-2/3% of the aggregate
Voting Rights.

         "Required Rating" shall mean, in the case of Moody's, the rating
assigned to the Underlying Securities by Moody's as of the Closing Date, and,
in the case of S&P, the rating assigned to the Underlying Securities by S&P as
of the Closing Date.

         "Rights Holder" shall mean the holder of the Call Rights.

         "S&P" shall mean Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies Inc.

         "Series" shall mean Series 2001-1.

         "Trustee Fee" shall mean the amount paid to the Trustee by the
Depositor on the Closing Date.

         "Trust Property" shall mean the Underlying Securities described on
Schedule I hereto and the Certificate Account.

         "Underlying Securities" shall mean $28,800,000 aggregate principal
amount of 6.50% Notes due 2029 issued by the Underlying Securities Issuer, as
set forth on Schedule I attached hereto (subject to Section 3(d) hereof).

         "Underlying Securities Issuer" shall mean AT&T Corp.



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<PAGE>

         "Underlying Securities Trustee" shall mean The Bank of New York.

         "Underwriters" shall mean Bear Stearns & Co. Inc., an affiliate of
the Depositor, and Prudential Securities Incorporated.

         "Voting Rights" shall, in the entirety, unless otherwise set forth
herein, be allocated among all Certificateholders in proportion to the then
unpaid principal amounts of their respective Certificates.

         "Warrant Agent" shall mean initially, U.S. Bank Trust National
Association.

         "Warrant Agent Agreement" shall mean that certain Warrant Agent
Agreement, dated as of the date hereof, between the Depositor and U.S. Bank
Trust National Association, as Warrant Agent and as Trustee, as the same may
be amended from time to time.

         (b) The terms listed below are not applicable to this Series.

             "Accounting Date"

             "Administrative Fees"

             "Advance"

             "Allowable Expense Amounts"

             "Basic Documents"

             "Calculation Agent"

             "Call Premium Percentage"

             "Credit Support"

             "Credit Support Instrument"

             "Credit Support Provider"

             "Cut-off Date"

             "Eligible Expense"

             "Exchange Rate Agent"

             "Fixed Pass-Through Rate"

             "Floating Pass-Through Rate"

             "Guaranteed Investment Contract"



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<PAGE>

             "Letter of Credit"

             "Limited Guarantor"

             "Limited Guaranty"

             "Minimum Wire Denomination"

             "Notional Amount"

             "Pass-Through Rate"

             "Place of Distribution"

             "Purchase Price"

             "Required Premium"

             "Required Principal"

             "Requisite Reserve Amount"

             "Retained Interest"

             "Sale Procedures"

             "Sub-Administration Account"

             "Sub-Administration Agreement"

             "Sub-Administration Agent"

             "Surety Bond"

             "Swap Agreement"

             "Swap Counterparty"

             "Swap Distribution Amount"

             "Swap Guarantee"

             "Swap Guarantor"

             "Swap Receipt Amount"

             "Swap Termination Payment"

     Section 3. Designation of Trust and Certificates. The Trust created
hereby shall be known as the "Trust Certificates (TRUCs), Series 2001-1
Trust." The Certificates evidencing



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<PAGE>

certain undivided ownership interests therein shall be known as "Trust
Certificates (TRUCs), Series 2001-1." The Certificates shall consist of the
Class A-1 Certificates and the Class A-2 Certificates (together, the
"Certificates").

     (a) The Class A-1 Certificates shall be held through the Depository in
book-entry form and shall be substantially in the form attached hereto as
Exhibit A-1. The Class A-1 Certificates shall be issued in denominations of
$25. The Class A-2 Certificates shall be issued as uncertificated securities
having the rights and interests set forth herein and shall be issued in a
single denomination equal to their initial Certificate Principal Balance.
Except as provided in the Standard Terms and in paragraph (d) in this Section,
the Trust shall not issue additional Certificates or incur any indebtedness.
The holder of the Class A-2 Certificates shall for so long as such
Certificates are outstanding be the Rights Holder and the transferability of
the Class A-2 Certificates shall be subject to and governed by the provisions
of the Warrant Agreement. Section 5.02 of the Standard Terms shall not apply
to the Class A-2 Certificates.

     (b) The Class A-1 Certificates have an initial aggregate Certificate
Principal Amount of $25,000,000. The Class A-2 Certificates have an initial
Certificate Principal Amount of $3,800,000.

     (c) The holders of the Class A-1 Certificates will be entitled to receive
on each Distribution Date the interest, if any, received on the Underlying
Securities, to the extent necessary to pay interest at a rate of 7.45% per
annum on the outstanding Certificate Principal Amount of the Class A-1
Certificates. The Class A-2 Certificates do not bear interest. On September
17, 2001, the Trustee will pay to the Depositor the amount of interest accrued
on the Underlying Securities from March 15, 2001 to but not including the
Closing Date, to the extent such amount is paid on the Underlying Securities
on such date (and to the extent that the amount of such interest accrued on
the Underlying Securities from the Closing Date to but not including September
17, 2001 has been fully paid).

     (d) The Depositor may sell to the Trustee additional Underlying
Securities on any date hereafter upon at least 3 Business Days notice to the
Trustee and upon (i) satisfaction of the Rating Agency Condition and (ii)
delivery of an Opinion of Counsel to the effect that the sale of such
additional Underlying Securities will not materially increase the likelihood
that the Trust would fail to qualify as a grantor trust under the Code or
cause the Trust to be required to register as an "investment company" as such
term is defined in the Investment Company Act of 1940. Upon such sale to the
Trustee, the Trustee shall deposit such additional Underlying Securities in
the Certificate Account, and shall authenticate and deliver to the Depositor
or its order(or, in the case of the Class A-2 Certificates, issue to the
Rights Holder), Class A-1 Certificates and Class A-2 Certificates in a
Certificate Principal Amount, equal to the principal amount of such additional
Underlying Securities. Any such additional Certificates authenticated and
delivered shall have the same terms and rank pari passu with the corresponding
classes of Certificates previously issued in accordance with this Series
Supplement.

     Section 4. Trust Certificates. The Trustee hereby acknowledges receipt,
on or prior to the Closing Date, of:


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          (i)  the Underlying Securities set forth on the Underlying
               Securities Schedule; and

          (ii) all documents required to be delivered to the Trustee pursuant
               to Section 2.01 of the Standard Terms.

     Section 5. Distributions. (a) On each applicable Distribution Date, the
Trustee shall apply Available Funds in the Certificate Account as follows in
the following order of priority:

          (i)  the Trustee will pay the interest portion of Available Funds:

               (1) first, to the Trustee, as reimbursement for any
          Extraordinary Trust Expenses incurred by the Trustee in accordance
          with Section 6(b) below and approved by Certificateholders
          representing 100% of the Voting Rights with respect thereto;

               (2) second, to the holders of the Class A-1 Certificates,
          interest accrued and unpaid on such Class; and

               (3) third, to the Depositor for the payment of Trust expenses
          but in an amount not to exceed $9,600.00 in any calendar year; and

          (ii) the Trustee will pay the principal portion of Available Funds:

               (1) first, to the Trustee, as reimbursement for any remaining
          Extraordinary Trust Expenses incurred by the Trustee in accordance
          with Section 6(b) below and approved by Certificateholders
          representing 100% of the Voting Rights with respect thereto; and

               (2) second, to the holders of the Class A-1 Certificates until
          the Certificate Principal Amount thereof has been reduced to zero;

               (3) third, to the extent any principal has been distributed
          pursuant to clause (2) above prior to June 19, 2006, to the holders
          of the Class A-1 Certificates, a prepayment premium equal to 5% of
          the principal amount paid (or $1.25 per $25 denomination of Class
          A-1 Certificates in the case of payment in full); and

               (4) fourth, to the holders of the Class A-2 Certificates until
          the Certificate Principal Amount thereof has been reduced to zero.

     (b) Notwithstanding any other provision hereof (other than Section 3(c))
if the Underlying Securities are redeemed, prepaid or liquidated in whole or
in part for any reason (including an Event of Default or a Tax Event) other
than at their maturity, the Trustee shall apply Available Funds on the related
Distribution Date (or Special Distribution Date, if applicable) in the same
order of priority as is set forth in Section 5(a).


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<PAGE>


     (c) Notwithstanding any other provision hereof, in the event of the
occurrence of (i) a payment default on the Underlying Securities or (ii) an
acceleration of the date of maturity of the Underlying Securities in
connection with a default thereon, the holders of the Certificates
representing a majority of the Voting Rights on the Class A-1 Certificates
will be entitled to direct the Trustee in any such proceeding or direct the
Trustee to sell the Underlying Securities. If 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. Any of the following dealers (or their successors) shall be deemed to
qualify as leading dealers: (1) Credit Suisse First Boston Corporation, (2)
Goldman, Sachs & Co., (3) Lehman Brothers Inc., (4) Merrill Lynch, Pierce,
Fenner & Smith Incorporated, (5) Bear, Stearns & Co. Inc., and (6) Salomon
Smith Barney Inc. 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 the event of such sale or
of an acceleration and a corresponding payment on the Underlying Securities,
the Trustee shall distribute the proceeds to the Certificateholders no later
than two Business Days after the receipt of immediately available funds in
accordance with Section 5(b) hereof.

     (d) In the event that the Trustee receives non-cash property in respect
of the Underlying Securities as a result of a payment default on the
Underlying Securities (including from the sale thereof), the Trustee will
promptly give notice to the Depositary, or for any Certificates which are not
then held by DTC or any other depository, directly to the registered holders
of the Certificates then outstanding and unpaid. Such notice shall state that,
not later than 30 days after the receipt of such moneys or other property, the
Trustee will allocate and distribute such property to the holders of Class A-1
Certificates and Class A-2 Certificates then outstanding and unpaid, (after
deducting the costs incurred in connection therewith) in accordance with
Section 5(a) hereof. Property other than cash will be liquidated by the
Trustee, and the proceeds thereof distributed in cash, only to the extent
necessary to avoid distribution of fractional securities to
Certificateholders. In-kind distribution of such property to
Certificateholders will be deemed to reduce the principal amount of
Certificates on a dollar-for-dollar basis.

     (e) Subject to Section 9(f) hereof, to the extent Available Funds are
insufficient to make any required distributions due to any Class of
Certificates on any Distribution Date, any shortfall will be carried over and
will be distributed on the next Distribution Date (or date referred to in
Section 5(f) hereof) on which sufficient funds are available on the Available
Funds to pay such shortfall.

     (f) If a payment with respect to the Underlying Securities is made to the
Trustee after the payment date of the Underlying Securities on which such
payment was due, then the Trustee will distribute any such amounts received on
the next occurring Business Day (a "Special Distribution Date") as if the
funds had constituted Available Funds on the Distribution Date immediately
preceding such Special Distribution Date; provided, however, that the Record
Date for such Special Distribution Date shall be five Business Days prior to
the day on which the related payment was received from the Underlying
Securities Trustee.


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<PAGE>


     (g) In the event that any break-up premium or other amount not
constituting interest at the coupon rate of the Underlying Securities or
principal of the Underlying Securities or redemption premium on the Underlying
Securities is received as a distribution with respect to the Underlying
Securities, such amount will be distributed pro rata to the holders of the
Class A-1 Certificates and will not off-set interest otherwise accrued on the
Class A-1 Certificates or reduce the Certificate Principal Balance thereof.
Any premium received in connection with a redemption of the Underlying
Securities will be distributed in accordance with Section 5(a)(ii) as if it
were part of the principal portion of Available Funds.

     (h) Notwithstanding Section 3.12 of the Standard Terms, if the Underlying
Securities Issuer ceases to file periodic reports as required under the
Exchange Act, the Depositor shall within a reasonable time instruct the
Trustee to sell the Underlying Securities and distribute the proceeds of such
sale to the certificateholders in accordance with the order of priority: set
forth in Section 5(a) provided, however, the Depositor shall not instruct the
Trustee to distribute or sell the Underlying Securities pursuant to this
clause unless the Underlying Securities Issuer has either (x) stated in
writing that it intends permanently to cease filing reports required under the
Exchange Act or (y) failed to file any required reports for one full calendar
year.

     Section 6. Trustee's Fees. (a) As compensation for its services
hereunder, the Trustee shall be entitled to the Trustee Fee. The Trustee Fee
shall be paid by the Depositor and not from Trust Property. The Trustee shall
bear all Ordinary Expenses. Failure by the Depositor to pay such amount shall
not entitle the Trustee to any payment or reimbursement from the Trust, nor
shall such failure release the Trustee from the duties it is required to
perform under the Trust Agreement.

     (b) Extraordinary Expenses shall not be paid out of the Trust Property
unless all the Certificateholders of each of Class A-1 and Class A-2
Certificates then outstanding have voted to require the Trustee to incur such
Extraordinary Expenses. The Trustee may incur other Extraordinary Expenses if
any lesser percentage of the Certificateholders requesting such action
pursuant hereto reimburse the Trustee for the cost thereof from their own
funds in advance. If Extraordinary Expenses are not approved unanimously as
set forth in the first sentence of this Section 6(b), such Extraordinary
Expenses shall not be an obligation of the Trust, and the Trustee shall not
file any claim against the Trust therefor notwithstanding failure of
certificateholders to reimburse the Trustee.

     Section 7. Optional Exchange; Optional Redemption.

     (a) [Reserved].

     (b) On any Call Date, the Class A-1 Certificates shall be redeemed at par
plus accrued and unpaid interest on the Class A-1 Certificates (or if the Call
Date is prior to June 19, 2006, at par plus a premium equal to $1.25 for every
$25.00 of principal paid and plus accrued and unpaid interest), in whole but
not in part, upon receipt by the Trustee of the Call Price on or prior to such
Call Date.


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<PAGE>


          (i) The Rights Holder shall provide notice to the Trustee (a "Call
     Request") no more than 60 or less than 35 days prior to any Call Date,
     that it is exercising its Call Rights on such Call Date.

          (ii) Deliveries of the Underlying Securities to the Rights Holder
     (the "Purchaser") will only be made against payment by the Purchaser of
     the Call Price in immediately available funds. Such payment must occur no
     later than 10:00 a.m. New York City time on the Call Date. In the event
     that the Purchaser fails to make such payment by such time (a "Purchase
     Default"), the sale shall be voided and the exercise of Call Rights will
     be deemed not to be effective with respect to such Call Date, and the
     Certificates and the Call Rights shall continue to remain outstanding.
     Subject to receipt of the Call Price as aforesaid, the Trustee shall pay
     the redemption price set forth in clause (b), above, to the Class A-1
     Certificateholders on the Call Date.

          (iii) The Trustee shall not consent to any amendment or modification
     of this Agreement (including the Standard Terms) which would alter the
     timing or amount of any payment of the Call Price without the prior
     written consent of the Rights Holder.

          (iv) The Trustee shall not be obligated to determine whether an
     exercise of Call Rights 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.

          (v) This Section 7 shall not provide the Rights Holder with a lien
     against, an interest in or a right to specific performance with respect
     to the Underlying Securities.

          (vi) The Rights Holder shall initially be the Depositor and such
     Call Rights may be transferred. However, the Trustee is under no
     obligation to recognize any notice of transfer unless it is signed by the
     transferor and the transferee.

     Section 8. Events of Default.

         Within 30 days of the occurrence of an Event of Default actually
known to the Trustee, the Trustee will give notice to the Certificateholders
and the Rating Agency, transmitted by mail, of all such uncured or unwaived
Events of Default known to it. However, except in the case of an Event of
Default relating to the payment of principal of or interest on any of the
Underlying Securities, the Trustee will be protected in withholding such
notice from the Certificateholders if in good faith it determines that the
withholding of such notice is in the interest of the Certificateholders.

     Section 9. Miscellaneous.

     (a) The provisions of Section 4.04, Advances, of the Standard Terms shall
not apply to the Series 2001-1 Certificates.

     (b) The provisions of Section 4.07, Optional Exchange, of the Standard
Terms shall not apply to the Series 2001-1 Certificates.


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     (c) The Trustee shall simultaneously forward reports to
Certificateholders pursuant to Section 4.03 of the Standard Terms and to the
New York Stock Exchange.

     (d) Except as expressly provided herein, the Certificateholders shall not
be entitled to terminate the Trust or cause the sale or other disposition of
the Underlying Securities.

     (e) The provisions of Section 3.07(d) of the Standard Terms shall not
apply to the Series 2001-1 Certificates.

     (f) If the Trustee has not received payment with respect to a Collection
Period on the Underlying Securities on or prior to the related Distribution
Date, such distribution will be made promptly upon receipt of such payment. No
additional amounts shall accrue on the Certificates or be owed to
Certificateholders as a result of such delay; provided, however, that any
additional interest owed and paid by the Underlying Securities Issuer as a
result of such delay shall be paid to the Certificateholders, pro rata in
proportion to their respective entitlements to interest.

     (g) The outstanding principal balance of the Certificates shall not be
reduced by the amount of any Realized Losses (as defined in the Standard
Terms).

     (h) The Trust may not engage in any business or activities other than in
connection with, or relating to, the holding, protecting and preserving of the
Trust Property and the issuance of the Certificates, and other than those
required or authorized by the Trust Agreement or incidental and necessary to
accomplish such activities. The Trust may not issue or sell any certificates
or other obligations other than the Certificates or otherwise incur, assume or
guarantee any indebtedness for money borrowed.

     (i) Notwithstanding anything in the Trust Agreement to the contrary, the
Trustee may be removed upon 60 days prior written notice delivered by the
holders of Class Certificates representing the Required Percentage-Removal.

     (j) In the event that the Internal Revenue Service challenges the
characterization of the Trust as a grantor trust, the Trustee shall then file
such forms as the Depositor may specify to establish the Trust's election
pursuant to Section 761 of the Code to exclude the Trust from the application
of Subchapter K of the Code and is hereby empowered to execute such forms on
behalf of the Certificateholders.

     (k) Notwithstanding anything in the Standard Terms to the contrary, the
Trustee, upon written direction by the Depositor, will execute the
Certificates.

     (l) In relation to Section 7.01(f) of the Standard Terms, any periodic
reports filed by the Trustee pursuant to the Securities and Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder, in
accordance with the customary practices of the Depositor, need not contain any
independent reports.

     (m) Notwithstanding anything in the Trust Agreement to the contrary, the
Trustee will have no recourse to the Underlying Securities.


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<PAGE>


     (n) The Trust will not merge or consolidate with any other entity without
confirmation from each Rating Agency that such merger or consolidation will
not result in the qualification, reduction or withdrawal of its then-current
rating on the Certificates.

     (o) All directions, demands and notices hereunder or under the Standard
Terms shall be in writing and shall be delivered as set forth below (unless
written notice is otherwise provided to the Trustee).


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If to the Depositor, to:

                           Bear Stearns Depositor Inc.
                           245 Park Avenue
                           New York, NY 10167
                           Attention:  Ranada Fergerson
                           Telephone:  (212) 272-3352
                           Facsimile:  (212) 272-4933

If to the Trustee, to:

                           U.S. Bank Trust National Association
                           100 Wall Street, Suite 1600
                           New York, New York  10005
                           Attention:  Marlene Fahey
                           Telephone:  (212) 361-2510
                           Facsimile:  (212) 809-5459

If to the Rating Agencies, to:

                           Moody's Investors Service, Inc.
                           99 Church Street
                           New York, New York  10007
                           Attention:  CBO/CLO Monitoring Department
                           Telephone:  (212) 553-1494
                           Facsimile:  (212) 553-0355

and to:

                           Standard & Poor's
                           55 Water Street
                           New York, New York  10041
                           Attention:  Structured Finance Surveillance Group
                           Telephone:  (212) 438-2482
                           Facsimile:  (212) 438-2664

If to the New York Stock Exchange, to:

                           New York Stock Exchange, Inc.
                           20 Broad Street
                           New York, New York  10005
                           Attention:  Vincent Patten
                           Telephone:  (212) 656-5276
                           Facsimile:  (212) 656-5780


                                      14
<PAGE>


     Section 10. Governing Law. THIS SERIES SUPPLEMENT AND THE TRANSACTIONS
DESCRIBED HEREIN SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED
WITHIN THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS
PROVISIONS THEREOF.

     Section 11. Counterparts. This Series Supplement may be executed in any
number of counterparts, each of which shall be deemed to be an original, and
all such counterparts shall constitute but one and the same instrument.

     Section 12. Termination of the Trust. The Trust shall terminate upon the
earliest to occur of (i) the payment in full at maturity or sale by the Trust
after a payment default on or an acceleration or other early payment of the
Underlying Securities and the distribution in full of all amounts due to the
Class A-1 and Class A-2 Certificateholders; (ii) the payment in full of the
Class A-1 Certificates upon exercise of the Call Rights under Section 7(b);
and (iii) the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the Court of St. James, living on the date hereof.

     Section 13. Sale of Underlying Securities. In the event of a sale of the
Underlying Securities pursuant to Section 5(d) hereof, the Liquidation
Proceeds, if any, shall be deposited into the Certificate Account for
distribution to the Class A-1 and Class A-2 Certificateholders pursuant to
Section 5(a). The Trustee shall only deliver the Underlying Securities to the
purchaser of such Underlying Securities against payment in same day funds
deposited into the Certificate Account.

     Section 14. Amendments. Notwithstanding anything in the Trust Agreement
to the contrary, in addition to the other restrictions on modification and
amendment contained therein, the Trustee shall not enter into any amendment or
modification of the Trust Agreement which would adversely affect in any
material respect the interests of the holders of any class of Certificates
without the consent of the holders of 100% of such class of Certificates;
provided, however, that no such amendment or modification will be permitted
which would alter the status of the Trust as a grantor trust for federal
income tax purposes. Further, no amendment shall be permitted which would
adversely affect in any material respect the interests of the Class A-1
Certificateholders unless the Rating Agency Condition is satisfied with
respect to such amendment.

     Section 15. Voting of Underlying Securities, Modification of Indenture.
The Trustee, as holder of the Underlying Securities, has the right to vote and
give consents and waivers in respect of the Underlying Securities as permitted
by the Depository and except as otherwise limited by the Trust Agreement. In
the event that the Trustee receives a request from the Depository, the
Underlying Securities Trustee or the Underlying Securities Issuer for its
consent to any amendment, modification or waiver of the Underlying Securities,
the Indenture or any other document thereunder or relating thereto, or
receives any other solicitation for any action with respect to the Underlying
Securities, the Trustee shall mail a notice of such proposed amendment,
modification, waiver or solicitation to each Certificateholder of record as of
such date. The Trustee shall request instructions from the Certificateholders
as to whether or not to


                                      15
<PAGE>


consent to or vote to accept such amendment, modification, waiver or
solicitation. The Trustee shall consent or vote, or refrain from consenting or
voting, in the same proportion (based on the relative outstanding principal
balances of the Certificates) as the Certificates were actually voted or not
voted by the Certificateholders thereof as of a date determined by the Trustee
prior to the date on which such consent or vote is required, after weighing
the votes of the Certificateholders; provided, however, that, notwithstanding
anything in the Trust Agreement to the contrary, the Trustee shall at no time
vote on or consent to any matter (i) unless such vote or consent would not
(based on an opinion of counsel) alter the status of the Trust as a grantor
trust for federal income tax purposes or result in the imposition of tax upon
the Certificateholders, (ii) which would alter the timing or amount of any
payment on the Underlying Securities, including, without limitation, any
demand to accelerate the Underlying Securities, except in the event of a
default under the Underlying Securities or an event which with the passage of
time would become an event of default under the Underlying Securities and with
the unanimous consent of all outstanding Class A-1 Certificateholders and the
Class A-2 Certificateholders, or (iii) which would result in the exchange or
substitution of any of the outstanding Underlying Securities pursuant to a
plan for the refunding or refinancing of such Underlying Securities except in
the event of a default under the Indenture and only with the consent of
Certificateholders representing 100% of the Voting Rights with respect
thereto. The Trustee shall have no liability for any failure to act resulting
from Certificateholders' late return of, or failure to return, directions
requested by the Trustee from the Certificateholders.

         In the event that an offer is made by the Underlying Securities
Issuer to issue new obligations in exchange and substitution for any of the
Underlying Securities, pursuant to a plan for the refunding or refinancing of
the outstanding Underlying Securities or any other offer is made for the
Underlying Securities, the Trustee shall notify the Class A-1 and Class A-2
Certificateholders of such offer promptly. The Trustee must reject any such
offer unless the Trustee is directed by the affirmative vote of the
Certificateholders representing 100% of the Voting Rights with respect thereto
to accept such offer and the Trustee has received the tax opinion described
above.

         If an event of default under the Indenture occurs and is continuing,
and if directed by Class A-1 Certificateholders representing 51% or more of
the Voting Rights with respect thereto, the Trustee shall vote the Underlying
Securities in favor of directing, or take such other action as may be
appropriate to direct, the Underlying Securities Trustee to declare the unpaid
principal amount of the Underlying Securities and any accrued and unpaid
interest thereon to be due and payable.


                                      16
<PAGE>


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

                                 BEAR STEARNS DEPOSITOR INC.,
                                     as Depositor

                                 By:  /s/ T. Kelley Millet
                                      ------------------------------------
                                      Name:  T. Kelley Millet
                                      Title: President


                                 U.S. BANK TRUST NATIONAL ASSOCIATION,
                                    not in its individual capacity
                                    but solely as Trustee on behalf
                                    of the Trust Certificates (TRUCs)
                                    Series 2001-1 Trust


                                 By:  /s/ Marlene Fahey
                                      ------------------------------------
                                      Name:   Marlene Fahey
                                      Title:  Vice President


                                      17
<PAGE>

                                                                    SCHEDULE I

                                 SERIES 2001-1

                        UNDERLYING SECURITIES SCHEDULE

Underlying Securities:                    6.50% Notes due March 15, 2029.

Underlying Securities Issuer:             AT&T Corp.

CUSIP Number:                             001957AW9

Principal Amount Deposited:               $28,800,000.

Original Issue Date:                      March 26, 1999.

Principal Amount of
Underlying Securities
Originally Issued:                        $3,000,000,000.

Maturity Date:                            March 15, 2029.

Principal Payment Date:                   March 15, 2029.

Interest Rate:                            6.50%.

Interest Payment Dates:                   March 15th and September 15th or if
                                          not a business day, the next
                                          business day.

Underlying Securities Record Dates:       The day immediately preceding each
                                          Distribution Date.

Security                                  The Underlying Securities are
                                          unsecured obligations of the
                                          Underlying Securities Issuer.

Redemption/Put/Other Features             The Underlying Securities Issuer has
                                          the right, at its option, to redeem
                                          the Underlying Securities in whole
                                          or in part at any time or from time
                                          to time, on at least 30 days, but
                                          not more than 60 days, prior notice
                                          mailed to the registered address of
                                          each holder of the Underlying
                                          Securities, at a price equal to the
                                          greater of (i) the principal amount
                                          of the Underlying Securities or (ii)
                                          the sum of the present values of the
                                          remaining due principal and
                                          interest, discounted at a U.S.
                                          Treasury benchmark rate plus 20
                                          basis points.


                                      18
<PAGE>


Form of Security                          Book-entry debt securities with DTC
                                          listed on the New York Stock
                                          Exchange.

Underlying Securities Trustee             The Bank of New York.

Ratings                                   "A" by Standard & Poor's Ratings
                                          Services, a division of The
                                          McGraw-Hill Companies, Inc. and "A2"
                                          or watch for possible downgrade by
                                          Moody's Investors Service, Inc. See
                                          "Description of the Underlying
                                          Securities--Ratings of Underlying
                                          Securities."



                                      19
<PAGE>


                                                                   Exhibit A-1


                      FORM OF CLASS A-1 TRUST CERTIFICATE

NUMBER 1                                       1,000,000 $25 PAR CERTIFICATES
                                                         CUSIP NO. 89826 R204

                      SEE REVERSE FOR CERTAIN DEFINITIONS

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER 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 DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), 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.

THIS CERTIFICATE REPRESENTS A PROPORTIONATE UNDIVIDED BENEFICIAL OWNERSHIP
INTEREST IN THE TRUST AND DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, AND IS NOT GUARANTEED BY THE DEPOSITOR OR THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE OR THE TRUST ASSETS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR ANY OTHER PERSON.

                          BEAR STEARNS DEPOSITOR INC.

                               1,000,000 $25 PAR

                          TRUST CERTIFICATES (TRUCs),

                                 SERIES 2001-1

7.45% INTEREST RATE

evidencing a proportionate undivided beneficial ownership interest in the
Trust, as defined below, the property of which consists principally of
$28,800,000 aggregate principal amount of 6.50% Notes due March 15, 2029,
issued by AT&T Corp. and all payments received thereon (the "Trust Property"),
deposited in trust by Bear Stearns Depositor Inc., (the "Depositor").

THIS CERTIFIES THAT CEDE & CO. is the registered owner of $25,000,000 DOLLARS
nonassessable, fully-paid, proportionate undivided beneficial ownership
interest in the Trust Certificates (TRUCs), Series 2001-1 Trust, formed by the
Depositor.




<PAGE>


The Trust was created pursuant to a Standard Terms for Trust Agreements, dated
as of June 19, 2001 (the "Standard Terms"), between the Depositor and U.S.
Bank Trust National Association, a national banking association, not in its
individual capacity but solely as Trustee (the "Trustee"), as supplemented by
the Series Supplement, Series 2001-1, dated as of June 19, 2001 (the "Series
Supplement" and, together with the Standard Terms, the "Trust Agreement"),
between the Depositor 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 the
"Trust Certificates (TRUCs), Series 2001-1, Class A-1" (herein called the
"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 Trust Property consists of: (i) Underlying
Securities described in the Trust Agreement; (ii) all payments on or
collections in respect of the Underlying Securities accrued on or after June
19, 2001 together with any proceeds thereof; (iii) the Call Warrant and any
proceeds thereof; and (iv) all funds from time to time deposited with the
Trustee relating to the Certificates, together with any and all income,
proceeds and payments with respect thereto.

Subject to the terms and conditions of the Trust Agreement (including the
availability of funds for distributions) and until the obligation created by
the Trust Agreement shall have terminated in accordance therewith,
distributions will be made on each Distribution Date, to the Person in whose
name this Certificate is registered on the applicable Record Date, in an
amount equal to such Certificateholder's proportionate undivided beneficial
ownership interest in the amount required to be distributed to the Holders of
the Certificates on such Distribution Date. The Record Date applicable to any
Distribution Date is the close of business on the day immediately preceding
such Distribution Date (whether or not a Business Day). If a payment with
respect to the Underlying Securities is made to the Trustee after the date on
which such payment was due, then the Trustee will distribute any such amounts
received on the next occurring Business Day (a "Special Distribution Date").

Each Certificateholder, by its acceptance of a Certificate, covenants and
agrees that such Certificateholder will not at any time institute against the
Trust, or join in any institution against the Trust of, any bankruptcy
proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Certificates or the Trust
Agreement.

Distributions made on this Certificate will be made as provided in the Trust
Agreement by the Trustee by wire transfer in immediately available funds, or
check mailed to the Certificateholder of record in the Certificate Register
without the presentation or surrender of this Certificate or the making of any
notation hereon, except that with respect to Certificates registered on the
Record Date in the name of the nominee of the Clearing Agency (initially, such
nominee shall be Cede & Co.), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee. Except
as otherwise provided in the Trust Agreement and


                                      21
<PAGE>


notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the Corporate
Trust Office or such other location as may be specified in such notice.

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

Unless the certificate of authentication hereon has been executed by or on
behalf 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.

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 HOLDER HEREOF SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.


                                      22
<PAGE>


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

                                TRUST CERTIFICATES (TRUCs),
                                SERIES 2001-1 TRUST


                                By: U.S. BANK TRUST
                                NATIONAL ASSOCIATION,
                                not in its individual capacity but solely as
                                Trustee

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


Dated:  June 19, 2001


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is on one of the Trust Certificates (TRUCs), Series 2001-1, described in
the Trust Agreement referred to herein.

U.S. BANK TRUST NATIONAL ASSOCIATION,
not in its individual capacity but solely as
Trustee


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



                                      23
<PAGE>


                           (REVERSE OF CERTIFICATE)

The Certificates are limited in right of distribution to certain payments and
collections respecting the Underlying Securities, all as more specifically set
forth herein and in the Trust Agreement. The registered Holder hereof, by its
acceptance hereof, agrees that it will look solely to the Trust Property (to
the extent of its rights therein) for distributions hereunder.

The Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the Trustee and the rights of the Certificateholders under the
Trust Agreement at any time by the Depositor and the Trustee with the consent
of the holders of Class A-1 Certificates in the manner set forth in the Series
Supplement and the Standard Terms. Any such consent by the Holder of this
Certificate (or any predecessor Certificate) shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent in made upon this Certificate.
The Trust Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

The Certificates are issuable in fully registered form only in denominations
of $25.

As provided in the Trust Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register upon surrender of this Certificate for registration of transfer at
the offices or agencies of the Certificate Registrar maintained by the Trustee
in the Borough of Manhattan, the City of New York, duly endorsed by or
accompanied by an assignment in the form below and by such other documents as
required by the Trust Agreement, and thereupon one or more new Certificates of
the same class in authorized denominations evidencing the same principal
amount will be issued to the designated transferee or transferees. The initial
Certificate Registrar appointed under the Trust Agreement is U.S. Bank Trust
National Association.

No service charge will be made for any registration of transfer or exchange,
but the Trustee may require exchange of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

The Depositor and the Trustee and any agent of the Depositor or the Trustee
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, nor any such
agent shall be affected by any notice to the contrary.

It is the intention of the parties to the Trust Agreement that the Trust
created thereunder shall constitute a fixed investment trust for federal
income tax purposes under Treasury Regulation Section 301.7701-4, and the
Certificateholder agrees to treat the Trust, any distributions therefrom and
its beneficial interest in the Certificates consistently with such
characterization.

The Trust and the obligations of the Depositor and the Trustee created by the
Trust Agreement with respect to the Certificates shall terminate upon the
earliest to occur of (i) the payment in full at maturity or sale by the Trust
after a payment default or an acceleration or other early payment of the
Underlying Securities and the distribution in full of all amounts due to the
Class A-1 Certificateholders and Class A-2 Certificateholders; (ii) payment of
the Class A-1 Certificates


                                      24
<PAGE>


upon exercise of the Call Warrant by the Warrant Holder; and (iii) the
expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of
St. James's, living on the date hereof.

An employee benefit plan subject to the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), a plan described in Section 4975(e) of the
Code, an entity whose underlying assets include plan assets by reason of any
such plan's investment in the entity, including an individual retirement
account or Keogh plan (any such, a "Plan") may purchase and hold Certificates
if the Plan can represent and warrant that its purchase and holding of the
Certificates would not be prohibited under ERISA or the Code.


                                      25
<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:


                                                         *
                                                 Signature Guaranteed:


                                                         *


*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.


                                      26
<PAGE>



                               SERIES SUPPLEMENT

                      CORPORATE BACKED TRUST CERTIFICATES

                              SERIES 2001-1 TRUST

                                    between

                         BEAR STEARNS DEPOSITOR INC.,

                                 as Depositor

                                      and

                     U.S. BANK TRUST NATIONAL ASSOCIATION,

                                  as Trustee

                              TRUST CERTIFICATES

                           Dated as of June 19, 2001



                               TABLE OF CONTENTS

                                                                          Page

SECTION 1.    INCORPORATION OF STANDARD TERMS..............................1

SECTION 2.    DEFINITIONS..................................................1

SECTION 3.    DESIGNATION OF TRUST AND CERTIFICATES........................6

SECTION 4.    TRUST CERTIFICATES...........................................7

SECTION 5.    DISTRIBUTIONS................................................8

SECTION 6.    TRUSTEE'S FEES..............................................10

SECTION 7.    OPTIONAL EXCHANGE; OPTIONAL REDEMPTION......................10

SECTION 8.    EVENTS OF DEFAULT...........................................11

SECTION 9.    MISCELLANEOUS...............................................11

SECTION 10.   GOVERNING LAW...............................................15

SECTION 11.   COUNTERPARTS................................................15

SECTION 12.   TERMINATION OF THE TRUST....................................15

SECTION 13.   SALE OF UNDERLYING SECURITIES...............................15

SECTION 14.   AMENDMENTS..................................................15

SECTION 15.   VOTING OF UNDERLYING SECURITIES, MODIFICATION OF
                INDENTURE.................................................15

SCHEDULE I   SERIES 2001-1 UNDERLYING SECURITIES SCHEDULE
EXHIBIT A-1  FORM OF TRUST CERTIFICATE CLASS A-1




                                      i

<PAGE>



     STANDARD TERMS FOR TRUST AGREEMENTS dated as of June 19, 2001, among BEAR
STEARNS DEPOSITOR INC., a Delaware corporation, as Depositor, and U.S. BANK
TRUST NATIONAL ASSOCIATION, a national banking association organized and
existing under the laws of the United States, as Trustee.


                             PRELIMINARY STATEMENT

     The Depositor and the Trustee have duly authorized the execution and
delivery of these Standard Terms for Trust Agreements (the "Standard Terms")
to provide for one or more Series (and one or more Classes within each such
Series) of Certificates, issuable from time to time as provided in these
Standard Terms.

     Each such Series (inclusive of any Classes specified within such Series)
of Certificates will be issued only under a separate Series Supplement to
these Standard Terms, duly executed and delivered by the Depositor and the
Trustee. With respect to each Series, the applicable Series Supplement,
together with these Standard Terms, shall be known as the "Trust Agreement."

     All representations, covenants and agreements made herein by each of the
Depositor and the Trustee are for the benefit and security of the
Certificateholders and, to the extent provided in the applicable Series
Supplement, for the benefit and security of any Credit Support Provider or any
other party as specified therein.

     The Depositor is entering into these Standard Terms, and the Trustee in
accepting the trusts created hereby, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.

                                  ARTICLE I

                          Definitions and Assumptions

     SECTION 1.01. Definitions. Except as otherwise specified herein or in the
applicable Series Supplement or as the context may otherwise require, the
following terms have the respective meanings set forth below for all purposes
of this Trust Agreement.

     "Account" As defined in Section 3.05.

     "Accounting Date" With respect to any Series, if applicable, as defined
in the related Series Supplement.

     "Administrative Fees" With respect to any Series, if applicable, as
defined in the related Series Supplement.

     "Advance" As defined in Section 4.04.

     "Affiliate" With respect to any specified Person, any other Person
directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this
definition, "control", when used with respect to any specified Person, means
the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or


<PAGE>


otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

     "Allowable Expense Amounts" With respect to any Series, as defined in the
related Series Supplement.

     "Authenticating Agent" As defined in Section 5.14.

     "Authorized Newspaper" A newspaper in an official language of the country
of publication customarily published at least once a day, and customarily
published for at least five days in each calendar week, and of general
circulation in such city or cities specified in the related Series Supplement
with respect to the Certificates of any Series. Where successive publications
are required to be made in Authorized Newspapers, the successive publications
may be made in the same or in different newspapers in the same city meeting
the foregoing requirements and in each case on any Business Day in such city.

     "Available Funds" Unless otherwise specified in the applicable Series
Supplement, for any Distribution Date in respect of a given Series or Class,
the sum of (i) all amounts actually received on or with respect to the
Underlying Securities (including Liquidation Proceeds and investment income on
amounts in the Accounts) with respect to such Series during the related
Collection Period, (ii) all amounts received pursuant to any Credit Support
Instruments with respect to such Series for such Distribution Date and (iii)
all other amounts, if any, specified by the applicable Series Supplement.

     "Basic Documents" With respect to any Series, if applicable, as defined
in the related Series Supplement.

     "Beneficial Owner" Shall mean, with respect to Certificates held through
a Depository, the beneficial owner of a Certificate. For purposes only of
Section 5.16, the Trustee shall be obligated to treat a Person who claims to
be a beneficial owner of a Certificate as a "Beneficial Owner" within the
meaning of the Series Supplement only if such Person has first delivered to
the Trustee, (i) a certificate or other writing executed by such Person
stating the full name and address of such Person, the principal distribution
amount of the Certificate with respect to which such Person claims to be the
Beneficial Owner, and the Participant in the Depository ("such Person's
Participant") through which such Person holds its beneficial ownership
interest in the Certificates and (ii) a certificate or other writing executed
by such Person's Participant confirming that such Person's Participant holds
on its own books and records Certificates for the account of such Beneficial
Owner and identifying the principal distribution amount held for such
Beneficial Owner.

     "Business Day" With respect to any Place of Distribution specified in the
related Series Supplement, any day that is not a Saturday, a Sunday or a legal
holiday or a day on which banking institutions or trust companies in such
Place of Distribution are authorized or obligated by law, regulation or
executive order to close or any day which is not a Business Day with


                                      2
<PAGE>

respect to the Underlying Securities, except as otherwise specified in
the related Series Supplement and any Business Day specified with respect to
the Underlying Securities.

     "Calculation Agent" With respect to any Series, if applicable, as defined
in the related Series Supplement.

     "Call Premium Percentage" With respect to any Series (or Class with such
Series), if applicable, as defined in the related Series Supplement.

     "Certificate Account" As defined in Section 3.03.

     "Certificate Owners" As defined in Section 5.08.

     "Certificate Principal Balance" With respect to an Outstanding
Certificate, as determined at any time, the maximum amount that the Holder
thereof is entitled to receive as distributions allocable to principal
payments on the Underlying Securities. The Certificate Principal Balance, if
any, of any Class within a given Series (other than those Classes, if any,
specified in the related Series Supplement), as of any date of determination,
shall be equal to the aggregate initial Certificate Principal Balance thereof
less the sum of (i) all amount allocable to prior distributions made to such
Class in respect to principal of the Underlying Securities, (ii) any
reductions attributable to Certificates surrendered in exchange for Underlying
Securities, as and to the extent provided in the applicable Series Supplement
and (iii) any reductions in the Certificate Principal Balance thereof deemed
to have occurred in connection with allocations of (A) Realized Losses in
respect of principal of the Underlying Securities and (B) expenses of the
Trust, if any, only to the extent specified in the applicable Series
Supplement, each as allocated to such Class pursuant to the applicable Series
Supplement.

     "Certificate Register" and "Certificate Registrar" As respectively
defined in Section 5.04.

     "Certificateholder" Any Holder of a Certificate.

     "Certificates" Any trust certificates authorized by, and authenticated
and delivered under, this Trust Agreement.

     "Class" With respect to any Series, any one of the classes of
Certificates of such Series, each consisting of Certificates having identical
terms.

     "Clearing Agency" An organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act.

     "Closing Date" With respect to any Series, the day on which Certificates
of such Series are first executed, authenticated and delivered, as specified
in the related Series Supplement.

     "Code" The Internal Revenue Code of 1986, as amended, and Treasury
Regulations promulgated thereunder.


                                      3
<PAGE>


     "Collection Period" With respect to any Distribution Date for a Series
(or Class within such Series), the period specified in the related Series
Supplement.

     "Commission" The Securities and Exchange Commission, as from time to time
constituted, created under the Exchange Act or, if at any time after the
execution and delivery of this Trust Agreement such Commission is not existing
and performing the duties now assigned to it, then the body then performing
such duties.

     "Corporate Trust Office" The principal corporate trust office of the
Trustee located at the address set forth in the related Series Supplement or
such other addresses as the Trustee may designate from time to time by notice
to the Holders and the Depositor, or the principal corporate trust office of
any successor Trustee (or such other addresses as a successor Trustee may
designate from time to time by notice to the Holders and the Depositor).

     "Credit Support" With respect to any Series (or any Class within such
Series), a Letter of Credit, Surety Bond, swap agreement, put or call option
or other asset intended to support or ensure the timely or ultimate
distributions of amounts due in respect of all or certain of the Underlying
Securities for such Series or Class, which in each case is specified as such
in the related Series Supplement.

     "Credit Support Instrument" The instrument or document pursuant to which
the Credit Support for a given Series (or any Class within such Series) is
provided, as specified in the applicable Series Supplement.

     "Credit Support Provider" With respect to any Series (or any Class with
such Series), the Person, if any, that will provide any Credit Support with
respect to all or a portion of the Underlying Securities for such Series or
Class as specified in the applicable Series Supplement.

     "Currency" Dollars or Foreign Currency.

     "Cut-off Date" With respect to any Series, the date specified as such in
the related Series Supplement. For purposes of this Trust Agreement, any
Underlying Security acquired by the Depositor after the applicable Cut-off
Date but prior to the applicable Closing Date and included in the related
Trust as of such Closing Date shall be deemed to have been Outstanding as of
such Cut-off Date and references to the principal balance of such Underlying
Security as of such Cut-off Date shall be deemed to be to the principal
balance of such Underlying Security as of the date on which it was acquired by
the Depositor.

     "Definitive Certificates" As defined in Section 5.08.

     "Depositor" Bear Stearns Depositor Inc., a Delaware corporation, and, if
a successor Person shall have become the Depositor pursuant to any applicable
provisions of this Trust Agreement, "Depositor" shall mean such successor
Person. With respect to any provisions of this Trust Agreement that relate to
the provisions of the Trust Indenture Act, "Depositor" shall include any
obligor on the Certificates as the term obligor is defined in the Trust
Indenture Act.


                                      4
<PAGE>

     "Depositor Order" or "Depositor Request" A written order or request,
respectively, signed in the name of the Depositor by any of its President or
Vice Presidents.

     "Depository" With respect to the Certificates of any Series (or Class
within such Series) issuable in whole or in part in the form of one or more
Global Securities, the Person designated as Depository by the Depositor
pursuant to Section 5.01 and specified in the related Series Supplement until
a successor Depository shall have become such pursuant to the applicable
provisions of this Trust Agreement, and thereafter "Depository" shall mean or
include each Person who is then a Depository hereunder, and if at any time
there is more than one such Person, "Depository" as used with respect to the
Certificates of any such Series or Class shall mean the Depository with
respect to the Certificates of that Series or Class.

     "Depository Agreement" If applicable, the agreement pursuant to which the
Depository will agree to act as Depository with respect to any Series (or
Class within such Series) of Certificates in accordance with Section 5.08.

     "Discount Certificate" Any Certificate that is issued with "original
issue discount" within the meaning of Section 1273(a) of the Code and any
other Certificate designated by the Depositor as issued with original issue
discount for United States Federal income tax purposes.

     "Distribution Date" With respect to any Series (or Class within such
Series) of Certificates, each date specified as a "Distribution Date" for such
Series (or Class) in the related Series Supplement.

     "Dollar" or "$" or "USD" Such currency of the United States as at the
time of payment is legal tender for the payment of public and private debts.

     "Eligible Account" Either (i) an account or accounts maintained with a
Federal or State chartered depository institution or trust company the long
term unsecured debt obligations of which are rated by the Rating Agency the
higher of (x) at least the then current long-term rating of the Certificates
or (y) in one of its two highest long-term rating categories (unless otherwise
specified in the Series Supplement) at the time any amounts are held in
deposit therein or (ii) a trust account(s) maintained as a segregated
account(s) and held by a Federal or State chartered depository institution, a
national banking association or trust company in trust for the benefit of the
Certificateholders; provided, however, that such depository institution,
national banking association or trust company (or any parent of the foregoing
entities) has a long-term rating in one of the four highest categories by the
Rating Agency.

     "Eligible Expense" With respect to any Series, as specified in the
related Series Supplement.

     "Eligible Investments" With respect to any Series, unless otherwise
specified in the related Series Supplement, any one or more of the following
obligations or securities; provided, however, that the total stated return
specified by the terms of each such obligation or security is at least equal
to the purchase price thereof; and provided, further, that no such instrument
may carry the symbol "R" in its rating:


                                      5
<PAGE>

                           (i) direct obligations of, and obligations fully
                  guaranteed by, the United States, the Federal Home Loan
                  Mortgage Corporation, the Federal National Mortgage
                  Association, the Federal Farm Credit System or any agency or
                  instrumentality of the United States the obligations of
                  which are backed by the full faith and credit of the United
                  States of America; provided, however, that obligations of,
                  or guaranteed by, the Federal Home Loan Mortgage
                  Corporation, the Federal National Mortgage Association or
                  the Federal Farm Credit System shall be Eligible Investments
                  only if, at the time of investment, it has the rating
                  specified in such Series Supplement for Eligible
                  Investments;

                           (ii) demand and time deposits in, certificates of
                  deposit of, or banker's acceptances issued by any depository
                  institution or trust company (including the Trustee or any
                  agent of the Trustee acting in their respective commercial
                  capacities) incorporated under the laws of the United States
                  or any State and subject to supervision and examination by
                  Federal and/or State banking authorities so long as the
                  commercial paper and/or the short-term debt obligations of
                  such depository institution or trust company (or, in the
                  case of a depository institution which is the principal
                  subsidiary of a holding company, the commercial paper or
                  other short-term debt obligations of such holding company)
                  at the time of such investment or contractual commitment
                  providing for such investment have the rating specified in
                  such Series Supplement for Eligible Investments; provided,
                  however, that such rating shall be no lower than the rating
                  on the Underlying Securities at the time of purchase of the
                  investments;

                           (iii) repurchase agreements with respect to (a) any
                  security described in clause (i) above or (b) any other
                  security issued or guaranteed by an agency or
                  instrumentality of the United States, with an entity having
                  the credit rating specified in such Series Supplement for
                  Eligible Investments; and

                           (iv) commercial paper having at the time of such
                  investment the rating specified in the Series Supplement for
                  Eligible Investments.

     "Event of Default" With respect to any Series (or Class within such
Series) of Certificates, as specified in the related Series Supplement.

     "Exchange Act" The Securities Exchange Act of 1934, as amended.

     "Exchange Rate Agent" With respect to any Series (or Class within such
Series) of Certificates, if applicable, the Depositor or its agent so
specified in the related Series Supplement.

     "Executive Officer" Any one of the duly elected or appointed qualified
and acting officers of any entity executing a certificate.

     "Extraordinary Trust Expense" Unless otherwise specified in the related
Series Supplement, any and all costs, expenses or liabilities arising out of
the establishment, existence or administration of the Trust, other than (i)
Ordinary Expenses, and (ii) costs and expenses


                                      6
<PAGE>

payable by a particular Certificateholder, the Trustee or the Depositor
pursuant to this Trust Agreement.

     "Final Scheduled Distribution Date" With respect to any Certificate, the
date on which all the unpaid principal of (and premium, if any, on) such
Certificate is scheduled, without giving effect to any prepayment, exchange or
early termination, to become due and payable as provided therein and in the
applicable Series Supplement.

     "Fixed Pass-Through Rate" With respect to any Fixed Rate Certificate, as
defined in the related Series Supplement.

     "Fixed Rate Certificate" A Certificate that provides for a payment of
interest at a Fixed Pass-Through Rate.

     "Floating Pass-Through Rate" With respect to any Floating Rate
Certificate, as defined in the related Series Supplement.

     "Floating Rate Certificate" A Certificate that provides for the payment
of interest at a Floating Pass-Through Rate determined periodically by
reference to a formula specified in the related Series Supplement.

     "Foreign Currency" A currency issued by the government of any country
other than the United States or a composite currency the value of which is
determined by reference to the values of the currencies of any group of
countries.

     "Global Security" A Registered Certificate evidencing all or part of a
Series (or Class within such Series) of Certificates, issued to the Depository
for such Series or Class in accordance with Section 5.08 and bearing the
legend prescribed therein.

     "Grant" To sell, convey, assign, release, transfer, create, grant a lien
upon and a security interest in and right of set-off against, deposit, set
over and confirm to the Trustee pursuant to these Standard Terms and a related
Series Supplement; and the terms "Granted" and "Granting" have the meanings
correlative to the foregoing. A Grant of any Underlying Securities or of any
other instrument shall include all rights, powers and options (but none of the
obligations) of the Granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for
principal, premium, if any, and interest payments in respect of such
Underlying Securities and all other moneys payable thereunder, to give and
receive notices and other communications, to make waivers or other agreements,
to exercise all rights and options, to bring Proceedings in the name of the
Granting party or otherwise, and generally to do and receive anything that the
Granting party is or may be entitled to do or receive thereunder or with
respect thereto.

     "Holder" With respect to a Registered Certificate, the Registered Holder
thereof.

     "Independent" When used with respect to any specified Person means that
the Person (1) is in fact independent of the Depositor and of any Affiliate,
(2) does not have any direct or indirect material financial interest in the
Depositor or in any Affiliate and (3) is not

                                      7
<PAGE>

connected with the Depositor as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.

     "Initial Accrued Interest" With respect to any Series, shall mean, with
respect to each Underlying Security, the amount of interest which accrued
thereon from the Underlying Security Interest Payment Date of such Underlying
Security next preceding the deposit of such Underlying Security hereunder (or,
in the event that such Underlying Security Interest Payment Date is the first
Underlying Security Interest Payment Date to occur after the original issuance
of such Underlying Security, from the dated date thereof) to, but excluding,
the Closing Date.

     "Issuer" Shall mean, with respect to an Underlying Security, the issuer
thereof (including, if applicable, the guarantor of the Underlying Security)
as identified in Schedule I to the Series Supplement.

     "Letter of Credit" With respect to any Series or Class within such
Series, the letter of credit, if any, providing for the payment of all or a
portion of amounts due in respect of such Series or Class, issued to the
Trustee for the benefit of the Holders of such Series or Class, issued by the
related Credit Support Provider, all as specified in the related Series
Supplement.

     "Limited Guarantor" With respect to the Underlying Securities relating to
any series (or Class within such Series), a Person specified in the related
Series Supplement as providing a guarantee or insurance policy or other credit
enhancement supporting the distributions in respect of such Series (or Class)
as and to the extent specified in such Series Supplement.

     "Limited Guaranty" With respect to any Series or Class within such
Series, any guarantee of or insurance policy or other comparable form of
credit enhancement with respect to amounts required to be distributed in
respect of such Series or Class or payments under all or certain of the
Underlying Securities relating to such Series or Class, executed and delivered
by a limited Guarantor in favor of the Trustee, for the benefit of the
Certificateholders, as specified in the related Series Supplement.

     "Liquidation Proceeds" The amounts received by the Trustee in connection
with (i) the liquidation of a defaulted Underlying Security or collateral, if
any, related thereto or (ii) the repurchase, substitution or sale of a
Underlying Security.

     "Market Agent" Shall mean the market agent or market agents appointed
pursuant to Section 8.01, and its or their successors or assigns.

     "Market Agent Agreement" With respect to any Series shall mean the Market
Agent Agreement, dated as of the Closing Date, between the Trustee and the
Market Agent, the form of which will be attached to the Series Supplement, and
any similar agreement with a successor Market Agent, in each case as from time
to time amended or supplemented.

     "Minimum Wire Denomination" If applicable, with respect to any Series, as
defined in the related Series Supplement.

                                      8
<PAGE>

     "Moody's" Shall mean Moody's Investors Service, Inc. and any successors
thereto.

     "Notional Amount" With respect to any Class of Certificates, if
applicable, the notional amount specified in the related Series Supplement on
which distributions of interest may be determined at the applicable
Pass-Through Rate, as the same may be adjusted as specified in such Series
Supplement.

     "Officer's Certificate" A certificate signed by anyone (or, if specified
in these Standard Terms or any Series Supplement, more than one) Executive
Officer of the Depositor, and delivered to the Trustee.

     "Opinion of Counsel" A written opinion of counsel, who may, except as
otherwise expressly provided in this Trust Agreement, be counsel for the
Depositor acceptable to the Trustee, except that any opinion of counsel
relating to the qualification of any account required to be maintained
pursuant to this Trust Agreement as an Eligible Account must be an opinion of
counsel who is in fact Independent of the Depositor.

     "Optional Exchange Date" With respect to any Series (or Class with such
Series), as defined, if applicable, in the related Series Supplement.

     "Ordinary Expenses" The Trustee's customary fee for its services as
Trustee, including but not limited to (i) the reasonable costs and expenses of
preparing, sending and receiving all reports, statements, notices, returns,
filings, solicitation of consent or instructions, or other communications
required by this Trust Agreement, (ii) the reasonable costs and expenses of
holding and making ordinary collection or payments on the assets of the Trust
and of determining and making distributions, (iii) the reasonable costs and
expenses of the Trust's or Trustee's counsel, accountants and other experts
for ordinary or routing consultation or advice in connection with the
establishment, administration and termination of the Trust, and (iv) any other
reasonable costs and expenses that are, or reasonably should have been,
expected to be incurred in the ordinary course of administration of the Trust.

     "Outstanding" With respect to Certificates of a specified Series (or
Class within such Series), as of any date of determination, all such
Certificates theretofore authenticated and delivered under these Standard
Terms and the related Series Supplement except:

                           (i) Certificates theretofore cancelled by the
                   Certificate Registrar or delivered to the Certificate
                   Registrar for cancellation; and

                           (ii) Certificates in exchange for or in lieu of
                  which other Certificates have been authenticated and
                  delivered pursuant to this Trust Agreement, unless proof
                  satisfactory to the Trustee is presented that any such
                  Certificates are held by a bona fide purchaser in whose
                  hands such Certificates are valid obligations of the Trust;

provided, however, that in determining whether the Holders of the required
percentage of the aggregate Voting Rights of the Certificates have given any
request, demand, authorization, direction, notice, consent or waiver
hereunder, Certificates beneficially owned by the Depositor,

                                      9
<PAGE>

the Trustee, or any Affiliate thereof shall be disregarded and deemed not to
be Outstanding, and the Voting Rights to which its Holder would otherwise be
entitled shall not be taken into account in determining whether the requisite
percentage of aggregate Voting Rights necessary to effect any such consent or
take any such action has been obtained except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Certificates with
respect to which the Depositor has provided the Trustee an Officer's
Certificate stating that such Certificates are so owned shall be so
disregarded. Certificates so owned that have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Certificates and
that the pledgee is not, to the knowledge of the Trustee, the Depositor, or
any Affiliate of any thereof. The principal amount or notional amount, as
applicable, of a Discount Certificate that shall be deemed to be Outstanding
for the determination referred to in the foregoing proviso shall be the
Certificate Principal Balance or Certificate Notional Amount, as applicable,
with respect thereto as of the date of such determination, and the principal
amount or notional amount, as applicable, of a Certificate denominated in a
Foreign Currency that shall be deemed to be Outstanding for purposes of the
determination referred to in the foregoing provision shall be the amount
calculated pursuant to Section 5.11(c).

     "Participant" A broker, dealer, bank, other financial institution or
other Person for whom from time to time a Depository effects book-entry
transfers and pledges of securities deposited with the Depository.

     "Pass-Through Rate" With respect to any Series (or Class within such
Series) of Certificates (except certain Discount Certificates and Certificates
entitled to nominal or no interest distributions) the annual rate at which
interest accrues on the Certificates of such Series (or Class), which may be a
fixed rate or a floating rate of interest, determined upon the basis and in
the manner specified in the related Series Supplement.

     "Paying Agent" As defined in Section 5.13.

     "Percentage Interest" With respect to a Certificate of any Series or
Class within a Series, the portion of such Series or Class evidenced by such
Certificate, expressed as a percentage, equal to the product of (x) a
fraction, the numerator of which is the initial Certificate Principal Balance
or Notional Amount, as applicable, represented by such Certificate and the
denominator of which is the aggregate initial Certificate Principal Balance or
Notional Amount, as applicable, of all the Certificates of such Series or
Class and (y) 100.

     "Permitted Investments" If applicable, with respect to any Series, as
defined in the related Series Supplement.

     "Person" Any individual, corporation, partnership, limited liability
company, joint venture, association, joint stock company, trust (including any
beneficiary thereof), unincorporated organization or government or any agency
or political subdivision thereof.

     "Place of Distribution" With respect to any Series (or Class within such
Series) of Certificates, the place or places where the principal of (and
premium, if any) and interest on the Certificates or such Series (or Class)
are distributable as specified in the related Series Supplement.

                                      10
<PAGE>

     "Predecessor Certificate" With respect to any particular Certificate,
every previous Certificate evidencing all or a portion of the same interest as
that evidenced by such particular Certificate; and for the purpose of this
definition, any Certificate authenticated and delivered under Section 5.05 in
lieu of a lost, destroyed or stolen Certificate shall be deemed to evidence
the same interest as the lost, destroyed or stolen Certificate.

     "Prepaid Ordinary Expenses" Unless otherwise specified in the Series
Supplement, the amount (if any) paid by the Depositor to the Trustee on or
before the Closing Date to cover Ordinary Expenses, as specified in the
related Series Supplement.

     "Proceeding" Any suit in equity, action at law or other judicial or
administrative proceeding.

     "Purchase Price" If applicable, as specified in the related Series
Supplement.

     "Rating Agency" With respect to any Series (or Class within such Series),
each nationally recognized rating organization specified in the related Series
Supplement that initially rates the Certificates of such Series (or Class).

     "Rating Agency Condition" With respect to any action or occurrence,
unless otherwise specified in the applicable Series Supplement, that each
Rating Agency shall have been given 10 days (or such shorter period acceptable
to each Rating Agency) prior written notice thereof and that each Rating
Agency shall have notified the Depositor and the Trustee in writing that such
action or occurrence will not result in a reduction or withdrawal of the then
current rating of any Certificate of the applicable Series.

     "Realized Losses" With respect to any defaulted and liquidated Underlying
Security, the excess, if any, of (x) the principal amount of such Underlying
Security plus accrued and unpaid interest thereon, plus expenses incurred by
the Trustee in connection with the practices and procedures referred to in
Section 3.07(b) to the extent reimbursable under these Standard Terms and the
related Series Supplement, over (y) Liquidation Proceeds with respect thereto.

     "Record Date" With respect to any Distribution Date for any Series (or
Class within such Series) of Registered Certificates, the date specified in
the related Series Supplement.

     "Registered Certificate" Any Certificate registered as to principal,
premium, if any, and interest in the Certificate Register.

     "Registered Holder" The Person in whose name a Registered Certificate is
registered in the Certificate Register on the applicable Record Date.

     "Required Interest" Unless otherwise specified in the related Series
Supplement, with respect to the Outstanding Certificates of any Series or any
Class thereof, the accrued and undistributed interest on the Certificate
Principal Balance or Notional Amount of such Outstanding Certificates,
computed at the applicable Pass-Through Rate.

                                      11
<PAGE>

     "Required Percentage--Amendment" Unless otherwise specified in the
related Series Supplement, 66-2/3% of the aggregate Voting Rights of
Certificates of such Series.

     "Required Percentage--Definitive Certificates" Unless otherwise specified
in the related Series Supplement, 66 2/3% of the aggregate Voting Rights of
Certificates of such Series.

     "Required Percentage--Direction of Trustee" Unless otherwise specified in
the related Series Supplement, 66 2/3% of the aggregate Voting Rights of
Certificates of such Series.

     "Required Percentage--Remedies" Unless otherwise specified in the related
Series Supplement, 66-2/3% of the aggregate Voting Rights of Certificates of
such Series.

     "Required Percentage--Removal of Trustee" Unless otherwise specified in
the related Series Supplement, more than 50% of the aggregate Voting Rights of
Certificates of such Series.

     "Required Percentage--Waiver" Unless otherwise specified in the related
Series Supplement, 66-2/3% of the aggregate Voting Rights of Certificates of
such Series.

     "Required Principal" As determined for any Distribution Date for a given
Series (or Class within such Series), unless otherwise specified in the
related Series Supplement, the amounts on deposit in the Certificate Account
allocable to principal payments on the Underlying Securities (including from
Credit Support, if any, and Advances, if any, but excluding amounts in respect
of principal payments to the extent that Advances with respect thereto were
distributed as Required Principal on a prior Distribution Date) and required
to be distributed in respect of the Certificates of such Series (or Class) in
accordance with the terms of such Certificates and such related Series
Supplement.

     "Required Rating" With respect to any Series (or Class within such
Series), the rating category (or categories) specified in the Series
Supplement that, as a condition to the issuance of such Series or Class, is
(or are) the lowest category (or categories) in which the Certificates of such
Series or Class may be categorized by the Rating Agency.

     "Requisite Reserve Amount" As of any date with respect to any Series (or
Class within such Series) of Certificates, the amount, if any, required to be
maintained in the Reserve Account, if any, for such Series or Class as
specified in or determined pursuant to the related Series Supplement.

     "Reserve Account" An Eligible Account, if any, created and maintained
pursuant to Section 3.06 and specified in the related Series Supplement.

     "Responsible Officer" With respect to the Trustee, any officer within the
Corporate Trust Office of the Trustee, including any Vice President, Assistant
Vice President, Assistant Treasurer or any other officer of the Trustee
customarily performing functions similar to those performed by any of the
above designated officers and also, with respect to a particular matter, any
other officer to whom such matter is referred because of such officer's actual
knowledge of and familiarity with the particular subject.

                                      12
<PAGE>


     "Retained Interest" If applicable, with respect to any Underlying
Security, an ownership interest in and a right to a portion of the payments
thereon by the obligor thereof, as specified in the related Series Supplement,
held by the Person so specified in such Series Supplement.

     "Sale Procedures" Unless otherwise specified in the Series Supplement,
shall mean that, with respect to any sale of one or more Underlying
Securities, the Market Agent, on behalf of the Trust, shall sell such
Underlying Security or Underlying Securities to the highest bidders among not
less than two solicited bidders for such Underlying Securities (one of which
bidders may include Bear Stearns & Co. Inc. or any Affiliate thereof;
provided, however, that neither Bear Stearns & Co. Inc. nor any of its
Affiliates will be under any obligation to bid, and which bidders need not be
limited to recognized broker dealers). In the sole judgment of the Market
Agent, bids may be evaluated on the basis of bids for a single Underlying
Security, a portion of the Underlying Securities or all of the Underlying
Securities being sold or any other basis selected in good faith by the Market
Agent.

     "S&P" Shall mean Standard & Poor's, a division of The McGraw-Hill
Companies, Inc., and any successor thereof.

     "Series" A separate series of Certificates issued pursuant to these
Standard Terms and a related Series Supplement, which series may be divided
into two or more Classes, as provided in such Series Supplement.

     "Series Supplement" An agreement incorporating these Standard Terms that
authorizes the issuance of a particular Series (and each Class within such
Series) of Certificates.

     "Special Distribution Date" If applicable, with respect to any Series, as
defined in the related Series Supplement and the related Certificates.

     "Specified Currency" As defined in the related Series Supplement.

     "Standard Terms" As defined in the preliminary statement to this
Agreement.

     "Sub-Administration Account" As defined in Section 7.02.

     "Sub-Administration Agreement" The written contract, if any, between the
Trustee and a Sub-Administrative Agent and any successor Trustee or
Sub-Administrative Agent relating to the administration of certain Underlying
Securities as provided in Section 7.02.

     "Sub-Administration Agent" Any Person with which the Trustee has entered
into a Sub-Administration Agreement and which meets the qualifications of a
Sub-Administrative Agent pursuant to Section 7.02.

     "Surety Bond" If so specified in the Series Supplement, with respect to
any Series (or Class within such Series) of Certificates, the surety bond
providing for the distribution

                                      13
<PAGE>

under certain circumstances specified in such Series Supplement of amounts to
the Certificateholders of such Series (or Class), which surety bond will be
issued to the Trustee for the benefit of such Certificateholders by the
related Credit Support Provider, all as specified in such Series Supplement.

     "Swap Agreement" If so specified in the Series Supplement, with respect
to any Series, shall mean the ISDA Master Agreement dated as of the Closing
Date by and between the Trust and the Swap Counterparty, and the form of
Schedule which is attached as an exhibit thereto, as the same may be amended
or supplemented by any attached Confirmations from time to time as provided
herein and therein.

     "Swap Counterparty" If so specified in the Series Supplement, with
respect to any Series, shall be specified in the Series Supplement.

     "Swap Distribution Amount" If so specified in the Series Supplement, with
respect to any Series, shall mean all amounts then due and owing to the Swap
Counterparty pursuant to the Swap Agreement, other than Swap Termination
Payments.

     "Swap Guarantee" If so specified in the Series Supplement, with respect
to any Series, shall mean, the Guarantee issued by the Swap Guarantor in favor
of the Trust substantially in the form attached as an exhibit to the Swap
Agreement.

     "Swap Guarantor" If so specified in the Series Supplement, with respect
to any Series, shall be specified in the Series Supplement.

     "Swap Receipt Amount" If so specified in the Series Supplement, with
respect to any Series, shall mean all amounts due and owing to the Trust
pursuant to the Swap Agreement, other than Swap Termination Payments.

     "Swap Termination Payment" If so specified in the Series Supplement, with
respect to any Series, means the amount payable by the Swap Counterparty to
the Trust, or by the Trust to the Swap Counterparty, pursuant to Section 6(e)
of the Swap Agreement.

     "Trust" With respect to any Series, the segregated asset or pool of
assets subject hereto, constituting the trust created hereby and by the
related Series Supplement and to be administered hereunder and thereunder,
consisting of those Underlying Securities and the Credit Support, if
applicable, and all sums distributed in respect thereof that are specified as
being part of the Trust for such Series in the related Series Supplement, all
for the benefit of the Certificateholders of such Series as of any particular
time.

     "Trust Agreement" With respect to each Series of Certificates, these
Standard Terms and all amendments hereof and, unless the context otherwise
requires, the related Series Supplement and all amendments thereto.

     "Trustee" With respect to any Series, the Person so specified in the
applicable Series Supplement, until a successor Person shall have become the
Trustee pursuant to the applicable provisions of these Standard Terms and the
applicable Series Supplement, and thereafter "Trustee" shall mean such
successor Person.

                                      14
<PAGE>

     "Trust Indenture Act" The Trust Indenture Act of 1939, as amended, as the
same is in force and effect as of the date hereof.

     "Underlying Security" or "Underlying Securities" With respect to any
Series, the asset or assets Granted as part of the Trust for such Series or
acquired (or, in the case of an agreement, entered into) by the Trustee for
the benefit of the Holders of such Series, and, if and to the extent provided
in the applicable Series Supplement, for the benefit of any Credit Support
Provider, all as identified in the Schedule I to the related Series
Supplement. The Underlying Securities for any such Series or the related Trust
shall not constitute Underlying Securities for any other Series or any other
Trust.

     "Underlying Security Interest Payment Date" Shall mean, with respect to
an Underlying Security, each date specified in Schedule I to a Series
Supplement as a date on which interest is scheduled, as of the Closing Date,
to be payable by or on behalf of the Issuer on such Underlying Security in
accordance with its terms.

     "Underlying Security Payment Date" Shall mean a Schedule Underlying
Security Payment Date and any other date on which interest, principal and/or
redemption premium is payable on an Underlying Security in accordance with its
terms.

     "Uniform Commercial Code" The Uniform Commercial Code as in effect in the
relevant jurisdiction or, with respect to the State of Louisiana, the
equivalent body of statutory and common law.

     "United States" The United States of America (including the States), its
territories, its possessions and other areas subject to its jurisdiction.

     "Voting Rights" With respect to any Series (or Class within such Series)
of Certificates, the portion of the aggregate voting rights of the
Certificates of such Series or Class which shall be allocated to any
Certificate as specified in the applicable Series Supplement.

     SECTION 1.02. Rules of Construction. Unless the context otherwise
requires:

               (i) a term has the meaning assigned to it;

               (ii) an accounting term not otherwise defined has the meaning
          assigned to it in accordance with generally accepted accounting
          principles as in effect in the United States from time to time;

               (iii) "or" is not exclusive;

               (iv) the words "herein", "hereof", "hereunder" and other words
          of similar import refer to this Trust Agreement as a whole and not
          to any particular Article, Section or other subdivision;

               (v) "including" means including without limitation; and

                                      15
<PAGE>

               (vi) words in the singular include the plural and words in the
          plural include the singular.

     SECTION 1.03. Compliance Certificates and Opinions; Record Date. (a) Upon
any application or request by the Depositor to the Trustee to take any action
under any provision of this Trust Agreement other than the initial issuance of
the Certificates, the Depositor shall furnish to the Trustee an Officer's
Certificate stating that, in the opinion of the signer thereof, all conditions
precedent, if any, provided for in this Trust Agreement relating to the
proposed action have been complied with and an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, have
been complied with, except that in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Trust Agreement relating to such particular application or
request, no additional certificate or opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition
or covenant provided for this Trust Agreement (other than a certificate
provided pursuant to Section 3.10(d)) shall include:

               (1) a statement that the individual signing such certificate or
          opinion has read such covenant or condition and the definitions
          herein relating thereto;

               (2) a brief statement as to the nature and scope of the
          examination or investigation upon which the statements or opinions
          contained in such certificate or opinion are based;

               (3) a statement that, in the opinion of such individual, he or
          she has made such examination or investigation as is necessary to
          enable him or her to express an informed opinion as to whether or
          not such covenant or condition has been complied with; and

               (4) a statement as to whether, in the opinion of such
          individual, such condition or covenant has been complied with.

     (b) The Depositor may at its option by delivery of an Officer's
Certificate to the Trustee set a record date to determine the Holders of any
subclass of Certificates entitled to give any consent, request, demand,
authorization, direction, notice, waiver or other act. Notwithstanding Section
316(c) of the Trust Indenture Act, such record date shall be the record date
specified in such Officer's Certificate, which shall be a date not more than
30 days prior to the first solicitation of Certificateholders in connection
therewith. If such a record date is fixed, such consent, request, demand,
authorization, direction, notice, waiver or other act may be given before or
after such record date, but only the Holders of record of Certificates of the
applicable subclass at the close of business on such record date shall be
deemed to be Certificateholders of such subclass for the purposes of
determining whether Holders of the requisite aggregate principal amount of
Outstanding Certificates of such subclass have authorized or agreed or
consented to such consent, request, demand, authorization, direction, notice,
waiver or other act, and for that purpose the aggregate principal amount of
the Outstanding Certificates of such subclass shall be computed as of such
record date; provided, however, that no such consent,

                                      16
<PAGE>

request, demand, authorization, direction, notice, waiver or other act by the
Holders of Certificates of such subclass on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Trust Agreement not later than one year after the record date.

                                  ARTICLE II

               Declaration of Trusts; Issuance of Certificates;
                     Purpose and Classification of Trusts

     SECTION 2.01. Creation and Declaration of Trusts: Assignment of
Underlying Securities. (a) The Depositor, concurrently with the execution and
delivery hereof, does hereby Grant to the Trustee, on behalf and for the
benefit of the Certificateholders of each given Series of Certificates and
without recourse, all the right, title and interest of the Depositor,
including any security interest therein for the benefit of the Depositor, in,
to and under the Underlying Securities attributable to each such Series, now
existing or hereafter acquired, in each case as identified on the applicable
Schedule I, and all other assets included or to be included in the respective
Trust for the benefit of the Certificateholders of each such Series. Each such
Grant will include all interest, premium (if any) and principal received by or
on behalf of the Depositor of, on or with respect to any such Underlying
Securities due after the applicable Cut-off Date, and, unless otherwise
specified in the Series Supplement, will exclude (i) all interest, premium (if
any) and principal of, on or with respect to any such Underlying Securities
due on or before the applicable Cut-off Date and (ii) any Retained Interest in
any such Underlying Security.

     (b) In connection with each Grant referred to in the preceding paragraph,
the Depositor shall, not later than the applicable Closing Date, either (i)
deposit the Underlying Securities for a given Series (except for the
Underlying Securities attributable to such Series which are to be acquired
from a Person other than the Depositor, as specified on the Underlying
Securities Schedule to the applicable Series Supplement) with the Trustee by
physical delivery of such Underlying Securities, duly endorsed, to the Trustee
or (ii) have delivered such Underlying Securities to a Clearing Agency, in
which event (A) the Trustee has accepted delivery of such Underlying
Securities through such Clearing Agency, and (B) the Underlying Securities
have been credited to a trust account of the Trustee, or its authorized agent,
and the Trustee shall have the right to hold and maintain such Underlying
Securities on deposit with such Clearing Agency for all purposes of this Trust
Agreement.

     (c) Unless otherwise specified in the applicable Series Supplement, the
Grant of such Underlying Securities by the Depositor for a given Series
accomplished hereby and by such Series Supplement is absolute and is intended
by the parties hereto as a sale.

     (d) In the case of each delivery of Underlying Securities to the Trustee,
the Depositor shall be deemed thereby to represent and warrant to the Trustee
that:

               (i) the Depositor is duly authorized to so deliver such
          Underlying Securities;

               (ii) the Underlying Securities so delivered are genuine;

                                      17
<PAGE>

               (iii) at the time of delivery of the Underlying Securities,
          such Underlying Securities are free and clear of any lien, pledge,
          encumbrance, right, charge, claim or other security interest; and

               (iv) such delivery is irrevocable and free of any continuing
          claim by the Depositor except such as the Depositor may have as a
          Certificateholder of a Certificate.

     The above representations and warranties shall survive the delivery of
such Underlying Securities and the Certificates in respect thereof. The
Depositor shall further be deemed by such delivery to have made the
representations that, to the best of its knowledge, as of the Closing Date, no
default or event of default with respect to the Underlying Securities has
occurred and is continuing.

     (e) Unless otherwise specified in the related Series Supplement, it is
the intention of all of the parties hereto that the transfer of the Trust
property hereunder and under any Series Supplement shall constitute a sale and
the Trust created hereunder and thereunder shall constitute a fixed investment
trust for federal income tax purposes under Treasury Regulation Section
301.7701-4, and all parties hereto and thereto agree to treat the Trust, any
distributions therefrom and the beneficial interest in the Certificates
consistently with such characterization. The provisions of this Trust
Agreement shall be interpreted consistently with such characterization.

     (f) Unless otherwise specified in the related Series Supplement, any
Trust created hereunder shall not engage in any business or activities other
than in connection with, or relating to, the holding, protecting and
preserving of the Trust property and the issuance of the Certificates, and
other than those required or authorized by this Trust Agreement or incidental
to and necessary to accomplish such activities. Any Trust created hereunder
shall not issue or sell any certificates or other obligations other than the
Certificates or otherwise incur, assume or guarantee any indebtedness for
money borrowed.

     SECTION 2.02. Acceptance by Trustee. With respect to each Series, the
Trustee will acknowledge receipt by it, or by a custodian on its behalf, of
the related Underlying Securities and the related documents referred to in
Section 2.01, now existing or hereafter acquired, and declares that it will
hold such Underlying Securities and documents and all other documents
delivered to it pursuant to this Trust Agreement, and that it will hold all
such assets and such other assets (including Underlying Securities acquired
from a Person other than the Depositor) comprising the Trust for a given
Series of Certificates, in trust for the exclusive use and benefit of all
present and future Certificateholders of such Series and for the purposes and
subject to the terms and conditions set forth in this Trust Agreement.

     SECTION 2.03. Representations and Warranties of the Depositor. The
Depositor hereby represents and warrants to the Trustee that as of the Closing
Date or as of such other date specifically provided herein or in the
applicable Series Supplement:

               (i) the Depositor is a corporation duly organized, validly
          existing and in good standing under the laws of the State of
          Delaware;

                                      18
<PAGE>

               (ii) with respect to each Series Supplement, to the Depositor's
          knowledge, the information set forth in Schedule I attached thereto
          with respect to each Underlying Security is true and correct in all
          material respects at the date or dates, respecting which, such
          information is furnished;

               (iii) the execution and delivery of this Trust Agreement by the
          Depositor and its performance of and compliance with the terms of
          this Trust Agreement will not violate the Depositor's articles of
          incorporation or By-laws or constitute a default (or an event which,
          with notice or lapse of time, or both, would constitute a default)
          under, or result in the breach or acceleration of, any material
          contract, agreement or other instrument to which the Depositor is a
          party or which may be applicable to the Depositor or any of its
          assets;

               (iv) the Depositor has the full power and authority to enter
          into and consummate all transactions contemplated by this Trust
          Agreement, has duly authorized the execution, delivery and
          performance of this Trust Agreement and has duly executed and
          delivered this Trust Agreement. This Trust Agreement, upon its
          execution and delivery by the Depositor and assuming due
          authorization, execution and delivery by the Trustee, will
          constitute a valid, legal and binding obligation of the Depositor,
          enforceable against it in accordance with the terms hereof, except
          as such enforcement may be limited by bankruptcy, insolvency,
          reorganization, receivership, moratorium or other laws relating to
          or affecting the rights of creditors generally, and by general
          equity principles (regardless of whether such enforcement is
          considered a proceeding in equity or at law); and

               (v) any additional representations and warranties, if any, that
          may be specified in the applicable Series Supplement.

     It is understood and agreed that the representations and warranties of
the Depositor set forth in this Section 2.03 shall survive delivery of the
respective documents to the Trustee and shall inure to the benefit of the
Trustee on behalf of the Certificateholders notwithstanding any restrictive or
qualified endorsement or assignment. Upon discovery by any of the Depositor or
the Trustee of a breach of any of the foregoing representations and warranties
which materially and adversely affects the interests of the
Certificateholders, the party discovering such breach shall give prompt
written notice thereof to the other party.

     SECTION 2.04. Breach of Representation, Warranty or Covenant. Within 90
days of the earlier of discovery by the Depositor or receipt of notice by the
Depositor of a breach of any representation or warranty of the Depositor set
forth in Section 2.03 that materially and adversely affects the interests of
the Certificateholders of a given Series of Certificates, the Depositor shall
cure such breach in all material respects.

     SECTION 2.05. Agreement to Authenticate and Deliver Certificates. With
respect to each Series of Certificates and the related Trust, the Trustee
hereby agrees and acknowledges that it will, concurrently with the Grant to
and receipt by it of the related Underlying Securities and delivery to it by
the Depositor of executed Certificates, if any, of such Series, cause to be
authenticated and delivered to or upon the written order of the Depositor, in

                                      19
<PAGE>

exchange for the Underlying Securities and such other assets constituting the
Trust for a given Series, Certificates duly authenticated by or on behalf of
the Trustee in authorized denominations evidencing ownership of the entire
Trust for such Series, all in accordance with the terms and subject to the
conditions of Sections 5.02 and 5.14.

                                 ARTICLE III

                         Administration of each Trust

     SECTION 3.01. Administration of each Trust. (a) The Trustee shall
administer the Underlying Securities for each given Trust for the benefit of
the Certificateholders of the related Series. In engaging in such activities,
the Trustee shall follow or cause to be followed collection procedures in
accordance with the terms of these Standard Terms and the applicable Series
Supplement, the respective Underlying Securities and any applicable Credit
Support Instruments. With respect to each Trust, and subject only to the
above-described standards and the terms of these Standard Terms, the related
Series Supplement and the respective Underlying Securities and applicable
Credit Support Instruments, if any, the Trustee shall have full power and
authority, acting alone or through Sub-Administrative Agents as provided in
Section 7.02, to do or cause to be done any and all things in connection with
such administration which it deems necessary to comply with the terms of these
Standard Terms and the applicable Series Supplement.

     (b) The duties of the Trustee shall be performed in accordance with
applicable local, State and Federal law, and the Trustee shall make any and
all filings, reports, notices or applications with, and seek any comments and
authorizations from, the Commission and any State securities authority on
behalf of the Trust for each Series.

     SECTION 3.02. Collection of Certain Underlying Security Payments. With
respect to any Series or Class of Certificates, the Trustee shall make
reasonable efforts to collect all payments required to be made pursuant to the
terms of the Underlying Securities in a manner consistent with the terms of
this Trust Agreement, such Underlying Securities and any related Credit
Support Instruments.

     SECTION 3.03. Certificate Account. (a) For each Series of Certificates,
the Trustee shall establish and maintain one or more Eligible Accounts
(collectively, the "Certificate Account"), held in trust for the benefit of
the Certificateholders of such Series. The Trustee on behalf of such
Certificateholders shall possess all right, title and interest in all funds on
deposit from time to time in each Certificate Account and in all proceeds
thereof. With respect to each Series of Certificates, the Certificate Account
shall be under the sole dominion and control of the Trustee for the benefit of
the Certificateholders of the related Series and shall not relate to or be for
the benefit of any other Series or Certificateholders. With respect to each
Series of Certificates, not later than the close of business on the Business
Day on which the Trustee receives such amounts in the form of immediately
available funds (so long as such funds are received by the Trustee by 3:00
p.m. New York City time, and on the next Business Day otherwise), the Trustee
shall deposit or cause to be deposited in the Certificate Account all amounts
received by it with respect to the Underlying Securities, any Credit Support
and all Liquidation Proceeds related to such Series including:

                                      20
<PAGE>

               (i) all payments on account of principal of such Underlying
          Securities;

               (ii) all payments on account of interest on such Underlying
          Securities;

               (iii) all payments on account of premium (if any) on such
          Underlying Securities;

               (iv) any other amounts received on such Underlying Securities;

               (v) any payments in respect of any such Credit Support;

               (vi) any Advances made as required pursuant to Section 4.04;
          and

               (vii) any interest or investment income earned on funds
          deposited in the related Accounts.

     Unless otherwise specified in the applicable Series Supplement, it is
understood and agreed that payments in the nature of prepayment or redemption
penalties, late payment charges, default interest or reinvestment income which
may be received by the Trustee shall be deposited by the Trustee in the
Certificate Account and shall not be retained by the Trustee for its own
account.

     If, at any time, the Certificate Account for any Series ceases to be an
Eligible Account, the Trustee shall within 5 Business Days (or such longer
period, not to exceed 30 calendar days, as to which the Rating Agency
Condition is met) establish a new Certificate Account meeting the conditions
specified above and the Trustee shall within five Business Days transfer any
cash and any investments on deposit in the Certificate Account to such new
Certificate Account, and from the date such new Certificate Account is
established, it shall be the Certificate Account for such Series.

     (b) The Trustee shall give notice to the Depositor and the Rating Agency
of the location of each Eligible Account constituting the Certificate Account
and prior to any change thereof.

     SECTION 3.04. Liquidation of the Underlying Securities. If specified in
the applicable Series Supplement, upon the occurrences of specified events,
the Trustee shall direct the Market Agent to sell the Underlying Securities in
compliance with the Sale Procedures and to deposit the Liquidation Proceeds
therefrom into the Certificate Account pursuant to Section 3.03(a) hereof.

     SECTION 3.05. Investment of Funds in the Accounts. The Trustee on behalf
of the Trust, may direct any depository institution maintaining the
Certificate Account or the Reserve Account, if any, for the applicable Series
and any other segregated Eligible Account the contents of which are held for
the benefit of Certificateholders of such Series (each, an "Account") to
invest the funds therein at the specific written direction of the Depositor in
one or more Eligible Investments bearing interest or sold at a discount, which
shall be held to maturity unless payable on demand and which funds shall not
be reinvested upon the maturity or demand



                                      21
<PAGE>

for payment of such Eligible Investment. If the Depositor does not provide any
investment directions, funds held in any Account will be invested in the
Eligible Investments specified in clause (ii) of the definition thereof.
Investments of such funds shall be invested in Eligible Investments that will
mature so that such funds will be available for distribution on the next
Distribution Date. Except as otherwise provided in the applicable Series
Supplement, any earnings with respect to such Permitted Investments shall be
paid to the Certificateholders (and, if applicable, the Retained Interest
holder) pro rata in proportion to their interest in the invested funds. In the
event amounts on deposit in an Account are at any time invested in an Eligible
Investment payable on demand, the Trustee shall:

                           (x) consistent with any notice required to be given
                  thereunder, demand that payment thereon be made on the last
                  day such Eligible Investment may otherwise mature hereunder
                  in an amount equal to the lesser of (1) all amounts then
                  payable thereunder and (2) the amount required to be
                  withdrawn on such date; and

                           (y) demand same day payment of all amounts due
                  thereunder upon a determination by the Trustee that such
                  Eligible Investment would not constitute an Eligible
                  Investment in respect at funds thereafter on deposit in any
                  Account.

     SECTION 3.06. Maintenance of Credit Support. (a) On the applicable
Closing Date, the Trustee at the written direction of the Depositor or, if so
specified in the applicable Series Supplement, the Depositor shall, to the
extent specified in the applicable Series Supplement, establish and maintain,
or enter into, as applicable, in the name of the Trustee, either as a part of
the related Trust or outside it, for the benefit of the Certificateholders of
the related Series, the Credit Support specified in the applicable Series
Supplement. To the extent specified in the applicable Series Supplement, the
Depositor will make or cause to be made any initial deposit to the Certificate
Account or any Reserve Account for the related Series as of the Closing Date.
If a Reserve Account exists for such Series, collections with respect to the
Underlying Securities for such Series not distributed to the
Certificateholders of such Series shall be deposited in the Reserve Account if
and to the extent specified in the related Series Supplement. The Reserve
Account, if any, shall be an asset of the Depositor (and the income earned on
any amounts held in the Reserve Account shall be allocable to the Depositor,
who agrees to include any such income in its gross income for all federal,
state and local income and franchise tax purposes) and will not be a part of
or otherwise be includible in the Trust but will be held for the benefit of
the Certificateholders.

     (b) Amounts on deposit in the Reserve Account and amounts available
pursuant to any other Credit Support for such Series shall be applied by the
Trustee to make distributions of principal of and premium (if any) and
interest on the Certificates of such Series as required pursuant to Section
4.01 and the applicable Series Supplement to the extent that funds are not
otherwise available for such purpose. If specified in such Series Supplement,
immediately after each Distribution Date, amounts on deposit in the Reserve
Account for such Series in excess of a specified amount shall be paid to the
Person so specified in such Series Supplement.

                                      22
<PAGE>

     SECTION 3.07. Realization Upon Defaulted Underlying Securities. (a) The
Trustee, on behalf of the Certificateholders, shall assert claims under each
applicable Credit Support Instrument, and shall take such reasonable steps as
are necessary to receive payment or to permit recovery thereunder with respect
to any defaulted Underlying Securities, subject in all cases to the provisions
of Article VII hereof.

     (b) Unless otherwise provided in the related Series Supplement, if the
Trustee is unable to obtain full recovery in respect of a defaulted Underlying
Security and any related Credit Support Instrument pursuant to Section
3.07(a), the Trustee shall follow or cause to be followed such normal
practices and procedures as it deems necessary or advisable to realize upon
such defaulted Underlying Security and such Credit Support Instrument, subject
in all cases to the provisions of Article VII hereof.

     (c) If the Liquidation Proceeds of a defaulted Underlying Security are
less than the sum of (i) the outstanding principal balance of the defaulted
Underlying Security, (ii) interest accrued but unpaid thereon at the
applicable interest rate and (iii) the aggregate amount of expenses incurred
by the Trustee in connection with the practices and procedures referred to in
paragraph (b) of this Section 3.07 to the extent reimbursable under these
Standard Terms and the related Series Supplement, the Trust for the applicable
Series shall recognize a Realized Loss equal to the amount of such difference.
Any such reimbursed Realized Loss shall be allocated pursuant to Section 4.05
among the Certificateholders of such Series in the manner and priority set
forth in the related Series Supplement.

     (d) With respect to any Underlying Securities, if specified in a related
Series Supplement, if any related document or instrument is found to be
missing or defective in any material respect, the Trustee shall immediately
notify the Depositor and the Underlying Securities Issuer who sold the
applicable Underlying Securities to the Depositor. If and to the extent
specified in the related Series Supplement, if the Underlying Securities
Issuer cannot cure such omission or defect within 60 days after receipt of
such notice, the Underlying Securities Issuer will be obligated, within 90
days of receipt of such notice, to repurchase the related Underlying
Securities from the Trustee at the Purchase Price or provide a substitute for
such Underlying Securities. Neither the Trustee nor the Depositor shall be
obligated to repurchase or provide a substitute for such Underlying Securities
if the Underlying Securities Issuer defaults on its obligations. Unless
otherwise specified in the related Series Supplement, if applicable, the
Underlying Securities Issuer's repurchase or substitution obligation
constitutes the sole remedy available to the Certificateholders or the Trustee
for omission of, or a material defect in, or failure to provide, a constituent
document.

     SECTION 3.08. Retained Interest. The Retained Interest, if any, in any
Underlying Security shall initially be held by the Person so specified in the
related Series Supplement as and to the extent specified therein. With respect
to each Underlying Security, unless otherwise specified in the related Series
Supplement, the Retained Interest shall be deducted by the Trustee from
applicable collections in respect of such Underlying Security. Unless
otherwise provided in the applicable Series Supplement, collections in respect
of Retained Interest shall not be deposited in the Certificate Account for the
applicable Series and shall not constitute a part of the Trust for such
Series, but shall instead be distributed to the holder of such Retained
Interest; provided, however, that the Series Supplement for any Series


                                      23
<PAGE>

with respect to which there is a Retained Interest may provide that,
notwithstanding the terms contained herein, commingled amounts received in
respect of assets inclusive of Underlying Securities and Retained Interest may
initially be deposited in a separate and discrete account established by the
Trustee and such Series Supplement may provide for additional terms relating
thereto. Unless otherwise provided in the applicable Series Supplement, after
deduction of all applicable fees as provided for in this Trust Agreement, on
each Distribution Date the Trustee shall allocate on a pari passu basis any
partial recovery on an Underlying Security between (a) the Retained Interest,
if any, and (b) distributions to Certificateholders of the applicable Series.

     SECTION 3.09. Access to Certain Documentation. The Trustee shall provide
to any Federal, State or local regulatory authority that may exercise
authority over any Certificateholder access to the documentation regarding the
Underlying Securities required by applicable laws and regulations. Such access
shall be afforded without charge, but only upon reasonable request and during
normal business hours at the offices of the Trustee designated by it. In
addition, access to the documentation regarding the Underlying Securities
related to a given Series (or Class within such Series) will be provided to
any Certificateholder of such Series (or Class) upon reasonable request during
normal business hours at the offices of the Trustee designated by it at the
expense of the Certificateholder requesting such access.

     SECTION 3.10. Reports by the Depositor. The Depositor shall:

     (a) file with the Trustee, within 30 days after the Depositor is required
to file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe), if any, which the Depositor is required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if
the Depositor is not required to file information, documents or reports
pursuant to either of such sections, then to file with the Trustee and the
Commission, in accordance with rules and regulations prescribed by the
Commission, such of the supplementary and periodic information, documents and
reports, if any, which may be required pursuant to Section 13 of the Exchange
Act in respect of a security listed and registered on a national securities
exchange as may be prescribed in such rules and regulations; provided,
however, that the Trustee shall file the reports specified in Section 7.01(e)
hereof;

     (b) file with the Trustee and the Commission, in accordance with the
rules and regulations prescribed by the Commission, such additional
information, documents and reports with respect to compliance by the Depositor
with the conditions and covenants provided for in this Trust Agreement, as may
be required by such rules and regulations;

     (c) transmit to all Certificateholders, in the manner and to the extent
provided in Section 313(c) of the Trust Indenture Act, such summaries of any
information, documents and reports required to be filed by the Company
pursuant to subsections (a) and (b) of this Section 3.10 as may be required by
rules and regulations prescribed by the Commission; and

     (d) furnish to the Trustee, not less often than annually, a certificate
from the principal executive, financial or accounting officer of the Depositor
as to his or her knowledge of the Depositor's compliance with all conditions
and covenants under this Trust Agreement. For

                                      24
<PAGE>

purposes of this paragraph (d) such compliance shall be determined without
regard to any period of grace or requirement of notice provided under this
Trust Agreement.

     Any reports, statements, documents or other information required to be
furnished by the Depositor to the Trustee pursuant to these Standard Terms or
any Series Supplement shall be deemed to have been delivered to the Trustee if
the Trustee is in possession of such reports, statements, documents or other
information at the time they are to be furnished pursuant to these Standard
Terms or any Series Supplement.

     SECTION 3.11. Charges and Expenses. Except as otherwise provided in this
Trust Agreement or the related Series Supplement, no amounts in the nature of
fees or charges shall be payable by or withheld from the Trust, the Depositor
or any other person. There shall be no recourse or claim against the Trust or
the property of the Trust for all or any part of any fees or charges payable
to any person.

     SECTION 3.12. Underlying Securities Reporting Failure. In the event that
an issuer of an Underlying Security the outstanding principal balance of which
exceeds ten percent of the aggregate principal balance of the Underlying
Securities (or the issuers of Underlying Securities the combined principal
balances of which exceed ten percent of the aggregate principal balance of the
Underlying Securities) underlying a Series of Certificates ceases to file
periodic reports required under the Exchange Act, the Depositor shall within a
reasonable period of time instruct the Trustee to sell such Underlying
Securities in order to allow a cash distribution to Certificateholders in
accordance with the procedures set forth in the Series Supplement that are
applicable to a default on the Underlying Securities. An issuer of an
Underlying Security shall not be deemed to have ceased filing required
periodic reports for this purpose merely because reporting by such issuer is
delayed or temporarily suspended. Accordingly, the requirements of (i) and
(ii) above shall not apply unless an Underlying Securities issuer (or combined
issuers as aforesaid) either (x) states in writing that it intends permanently
to cease filing reports required under the Exchange Act or (y) fails to file
any required reports for one full calendar year.

                                  ARTICLE IV

                Distributions and Reports to Certificateholders

     SECTION 4.01. Distributions. (a) On each Distribution Date for a given
Series of Certificates, the Trustee shall apply Available Funds in the
Certificate Account for such Series in the manner and priority set forth in
the Series Supplement for such Series. In any event, however, any amounts
collected during any period shall be distributed to the Certificateholders no
later than the Distribution Date immediately following the receipt thereof.

     (b) All distributions on the Certificates shall be payable only from
Available Funds, and no provision of this Trust Agreement shall be deemed to
create any obligation on the part of the Trustee or the Depositor to make any
distribution from any other source.

     SECTION 4.02. Distributions on Certificates. (a) Distributions on any
Registered Certificate that are payable and are punctually paid or duly
provided for on any

                                      25
<PAGE>

Distribution Date shall be distributed to the Person in whose name such
Registered Certificate (or one or more Predecessor Certificates) is registered
at the close of business on the related Record Date notwithstanding the
cancellation of such Registered Certificate upon any transfer or exchange
subsequent to such related Record Date.

     The distribution of interest and principal on Registered Certificates
shall be made:

               (i) if the Certificateholder is a Depository, to the
          Depository, which shall credit the relevant Participant's account at
          such Depository in accordance with the policies and procedure of the
          Depository, or

               (ii) if the Certificateholder is not a Depository, at the
          Corporate Trust Office (except as otherwise specified in the related
          Series Supplement) or, at the option of the Trustee, by check mailed
          to the address of the Person entitled thereto as such address shall
          appear in the Certificate Register or, if provided in the related
          Series Supplement and in accordance with arrangements satisfactory
          to the Trustee, at the option of the Registered Holder by wire
          transfer to an account designated by the Registered Holder.
          Notwithstanding the foregoing paragraph, with respect to a
          Certificateholder of Certificates not held in a Depository and
          having at least the Minimum Wire Denomination, such payment shall be
          made by wire transfer of immediately available funds to the account
          designated by such Certificateholder in a written request received
          by the Trustee not later than 10 days prior to such Distribution
          Date; provided, however, that if a wire transfer cannot be made for
          any reason, payment shall be made by check. The Trustee shall not be
          required to send federal funds wires until any corresponding
          payments which were not same day funds when received by it have
          become same day funds.

     (b) Subject to the foregoing provisions of this Section 4.02, each
Certificate delivered under this Trust Agreement upon transfer of or in
exchange for or in lieu of any other Certificate shall carry the rights to
interest accrued and undistributed, and to accrue, that were carried by such
other Certificate.

     (c) All computations of interest due with respect to any Certificate of
any Series or Class within such Series shall be made as specified in the
Series Supplement applicable to that particular Series or Class of
Certificates.

     (d) With respect to any computations or calculations to be made under
these Standard Terms, the applicable Series Supplement and the Certificates,
except as otherwise provided, (i) all percentages resulting from any
calculation of accrued interest will be rounded, if necessary, to the nearest
1/100,000 of 1% (.0000001), with five one-millionths of a percentage point
rounded upward, and (ii) all currency amounts will be rounded to the nearest
one-hundredth of a unit (with .005 of a unit being rounded upward).

     (e) Unless specified otherwise in a Series Supplement, the final
distribution of principal and/or premium shall be made upon presentation and
surrender of such Certificates at the Corporate Trust Office.

                                      26
<PAGE>

     SECTION 4.03. Reports to Certificateholders. Unless otherwise specified
in the applicable Series Supplement, on the next Business Day following each
such Distribution Date the Trustee shall forward or cause to be forwarded to
the Depositor, each Certificateholder of such Series, to each Rating Agency
rating such Series and such other Persons as may be specified in such Series
Supplement, a statement setting forth:

               (i) the amounts received by the Trustee as of the last such
          statement in respect of principal, interest and premium on the
          Underlying Securities and the Swap Receipt Amount, if any;

               (ii) the Swap Distribution Amount, if any, for such date;

               (iii) the amount of the distribution on such Distribution Date
          to Certificateholders of each Class of such Series allocable to
          principal of and premium, if any, and interest on the Certificates
          of each such Class; and the amount of aggregate unpaid interest
          accrued as of such Distribution Date;

               (iv) in the case of each Class of Floating Rate Certificates of
          such Series, the respective Floating Pass-Through Rate applicable to
          each such Class on such Distribution Date, as calculated in
          accordance with the method specified in such Certificates and the
          related Series Supplement;

               (v) the amount of compensation received by the Trustee for the
          period relating to such Distribution Date, and such other customary
          information as the Trustee deems necessary or desirable, (or that
          any such Certificateholder reasonably requests,) to enable such
          Certificateholders to prepare their tax returns;

               (vi) if the Series Supplement provides for Advances, the
          aggregate amount of Advances, if any, included in such distribution,
          and the aggregate amount of unreimbursed Advances, if any, at the
          close of business on such Distribution Date;

               (vii) the aggregate stated principal amount and, if applicable,
          notional amount of the Underlying Securities related to such Series,
          the current rating assigned by the Rating Agency thereon and the
          current interest rate or rates thereon at the close of business on
          such Distribution Date;

               (viii) the aggregate Certificate Principal Balance (or Notional
          Amount, if applicable) of each Class of such series at the close of
          business on such Distribution Date, separately identifying any
          reduction in such aggregate Certificate Principal Balance (or
          Notional Amount) due to the allocation of any Realized Losses on
          such Distribution Date or otherwise; and

               (ix) as to any Series (or any Class within such Series) for
          which Credit Support has been obtained, the amount or notional
          amount of coverage of each element of Credit Support (and rating, if
          any, thereof) included therein as of the close of business on such
          Distribution Date.

                                      27
<PAGE>

     In the case of information furnished pursuant to subclauses (iii) and (v)
above, the amounts shall be expressed as a dollar amount (or the equivalent
thereof in any other Specified Currency) per minimum denomination of
Certificates or for such other specified portion thereof. Within a reasonable
period of time after the end of each calendar year, the Trustee shall furnish
to each Person who at any time during each such calendar year was a
Certificateholder a statement containing the information set forth in
subclauses (iii) and (v) above, aggregated for such calendar year or the
applicable portion thereof during which such person was a Certificateholder.
Such obligation of the Trustee shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the
Trustee pursuant to any requirements of the Code as are from time to time in
effect. The Trustee shall supply to Certificateholders who so request all
materials received by the Trustee from the Underlying Securities Issuer.

     SECTION 4.04. Advances. (a) Unless otherwise specified in the applicable
Series Supplement, the Trustee shall have no obligation to make Advances (as
defined below) with respect to the Underlying Securities or in favor of the
Holders of any Series (or Class within such Series) of Certificates.

     (b) However, as and to the extent provided in the Series Supplement for a
given Series, and subject to the terms of paragraphs (b) and (c) of this
Section 4.04, on or prior to each Distribution Date, the Trustee shall advance
or cause to be advanced in immediately available funds for deposit in the
Certificate Account for such Series an advance (each, an "Advance") in an
amount equal, unless otherwise specified in the related Series Supplement, to
the aggregate of distributions of principal, premium (if any) and interest
(net of related administration fees and any Retained Interest) due on the
Underlying Securities for such Series (or Class) during the related Collection
Period, to the extent remaining unpaid at the time of such Advance. In
satisfaction of its obligation to make such Advances, the Trustee shall make
such Advances from its own funds. The Trustee may recover Advances from late
collections received by the Trustee on the applicable Underlying Securities,
proceeds from any applicable Credit Support, if any, and Liquidation Proceeds
with respect to the Underlying Securities for such Series or Class, as
specified in the related Series Supplement, as to which any such unreimbursed
Advance was made.

     (c) Notwithstanding any provision herein to the contrary, no Advance
shall be required to be made hereunder if the Trustee reasonably believes that
it will be unable to recover such Advance from related late collections,
Credit Support proceeds, if any, or Liquidation Proceeds with respect to the
applicable Underlying Securities. It is further understood and agreed that the
Trustee shall not be obligated to make any Advances in respect of reductions
in the amount of collections on the Underlying Securities due to bankruptcy
proceedings with respect to the Underlying Securities or the obligors thereof.

     (d) Notwithstanding any provision herein to the contrary, unless
otherwise provided in the Series Supplement for a given Series, any Advances
made in respect of any Underlying Securities related to such Series (or Class
within such Series) that are subsequently deemed by the Trustee to be
nonrecoverable from related late collections, Credit Support proceeds, if any,
or Liquidation Proceeds may be reimbursed to the Trustee through the
application of amounts on deposit in the Certificate Account for such series
allocable to any of

                                      28
<PAGE>

such Underlying Securities prior to the distributions of interest, premium (if
any) and principal with respect to the Certificates of such Series or Class.

     SECTION 4.05. Allocation of Realized Losses and Trust Expenses. With
respect to any Series of Certificates, the manner and priority of the
allocation of Realized Losses, Administrative Fees, Eligible Expenses,
Allowable Expense Amounts and Extraordinary Trust Expenses, if any, on any
Distribution Date among the Classes, if any, of such Series shall be as set
forth in the related Series Supplement.

     SECTION 4.06. Compliance with Withholding Requirements. (a)
Notwithstanding any other provision of this Trust Agreement to the contrary,
the Trustee shall comply with all Federal withholding requirements respecting
distributions to Certificateholders of interest or original issue discount
that the Trustee reasonably believes are applicable under the Code. The
consent of Certificateholders shall not be required for such withholding.

     (b) Each Certificateholder will provide the Trustee (and, so long as the
Certificates are held at a Depository in the form of Global Securities, each
Beneficial Owner of the Certificates will provide such Depository and the
Trustee) with evidence that there should not be any withholding tax assessed
for Federal income tax purposes in respect of distributions to such
Certificateholder, such evidence to take the form of a statement, on a duly
executed and up-to-date Internal Revenue Service Form W-8BEN (or successor
form), Form W-9 (or successor form), or Form 4224 (or successor form), as
applicable, that identifies the Beneficial Owner of the Certificate; provided,
however, that for so long as the Certificates are held at a Depository in the
form of Global Securities, the Certificateholder shall have no obligation to
provide the Trustee with any such evidence except to the extent it has
received such evidence from Beneficial Owners of the Certificates. The Trustee
shall not be required to accept any such Internal Revenue Service forms if it
believes that they are not accurate (but the Trustee shall not be required to
make any independent investigation to determine their accuracy).

     (c) If any tax or other governmental charge shall become payable by or on
behalf of the Trustee, including any tax or governmental charge required to be
withheld from any payment by the Trustee under the provisions of any
applicable law or regulation with respect to any Underlying Securities or the
Certificates, such tax or governmental charge shall be payable by the
Certificateholder and may be withheld by the Trustee. The consent of
Certificateholder shall not be required for such withholding. In the event the
Trustee does withhold any amount from interest or original issue discount
distributions or Advances thereof to any Certificateholder pursuant to Federal
withholding requirements, the Trustee shall indicate in the statement required
pursuant to Section 4.03 the amount so withheld.

     (d) The Depositor and the Trustee shall have the right to refuse the
surrender, registration of transfer or exchange of any Certificate with
respect to which such tax or other governmental charge shall be payable until
such payment shall have been made by the Certificateholder.

     SECTION 4.07. Optional Exchange. (a) The terms and conditions, if any,
upon which Certificates of any Series (or Class within such Series) may be
exchanged for a pro rata portion of the Underlying Securities of the related
Trust will be specified in the related Series



                                      29
<PAGE>


Supplement; provided, however, that any right of exchange shall be exercisable
only to the extent that the Depositor provides upon the Trustee's request an
opinion of Counsel that (i) such exchange would not be inconsistent with the
Depositor's and the Trustee's continued satisfaction of the applicable
requirements for exemption under Rule 3a-7 (or other applicable rule or
exemption) under the Investment Company Act of 1940, as amended, and all
applicable rules, regulations and interpretations thereunder and (ii) such
exchange would not affect the characterization of the Trust as a "grantor
trust" for federal income tax purposes. Such terms may relate to, but are not
limited to, the following:

               (1) a requirement that the exchanging Holder tender to the
          Trustee Certificates of each Class within such Series;

               (2) a minimum Certificate Principal Balance or Notional Amount,
          as applicable, with respect to Certificates being tendered for
          exchange by a single Holder;

               (3) a requirement that the Certificate Principal Balance or
          Notional Amount, as applicable, of each certificate tendered for
          exchange be an integral multiple of an amount specified in such
          Series Supplement;

               (4) specified dates during which a Holder may effect such an
          exchange (each, an Optional Exchange Date);

               (5) limitations on the right of an exchanging Holder to receive
          any benefit upon exchange from any Credit Support or Underlying
          Securities which are not debt Securities; and

               (6) adjustments to the value of the proceeds of any exchange
          based upon required prepayment of future expense allocations and the
          establishment of a reserve for any anticipated Extraordinary Trust
          Expenses.

     (b) Unless otherwise provided in the applicable Series Supplement, no
Certificate may be exchanged pursuant to the preceding paragraph unless the
Trustee has received at least 30 days but not more than 45 days prior to an
Optional Exchange Date in accordance with delivery instructions specified in
the applicable Series Supplement (i) such Certificate with the form entitled
"Option to Elect Exchange" on the reverse thereof duly completed, or (ii) in
the case of Registered Certificates, a telegram, telex, facsimile transmission
or letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc., the Depository (in accordance with
its normal procedures) or a commercial bank or trust company in the United
States setting forth the name of the Holder of such Registered Certificate,
the Certificate Principal Balance or Notional Amount of such Registered
Certificate to be exchanged and the Certificate number or a description of the
tenor and the terms of such Registered Certificate, a statement that the
option to elect exchange is being exercised thereby and an assurance that the
Registered Certificate to be exchanged with the form entitled "Option to Elect
Exchange" on the reverse of the Registered Certificate duly completed will be
received by such Trustee not later than five Business Days after the date at
such telegram, telex, facsimile transmission or letter, and such Registered
Certificate and form


                                      30
<PAGE>

duly completed must be received by such Trustee by such fifth Business Day.
Any tender of a Certificate by the Holder thereof for exchange shall be
irrevocable. Unless otherwise provided in the applicable Series Supplement,
the exchange option may be exercised pursuant to this Section by the Holder of
a Certificate for less than the Certificate Principal Balance or Notional
Amount of such Certificate as long as the Certificate Principal Balance or
Notional Amount remaining Outstanding after such exchange is an authorized
denomination and all other exchange requirements set forth in the related
Series Supplement are satisfied upon such partial exchange such Certificate
shall be cancelled and a new Certificate or Certificates for the remaining
Certificate Principal Balance or Notional Amount thereof shall be issued
(which, in the case of any Registered Certificate, shall be in the name of the
Holder of such exchanged Certificate).

     (c) Upon the completion of any such optional exchange, the Trustee shall
give prompt written notice thereof to each Rating Agency.

                                  ARTICLE V

                               The Certificates

     SECTION 5.01. The Certificates. (a) The Certificates of any Series (or
Class within such Series) may be issued in fully registered form as Registered
Certificates and shall be substantially in the form of the exhibits with
respect thereto attached to the applicable Series Supplement.

     The Certificates may be issued in one or more Series, each of which
Series may, subject to the provisions of the Code and the intended status of
each Series Trust to constitute a fixed investment trust for federal income
tax purposes, be issued in one or more Classes, with such further particular
designation added or incorporated in such title for the Certificates of any
particular Series or Class within such Series as the Depositor may determine.
Each Certificate shall bear upon its face the designation so selected for the
Series and Class to which it belongs. All Certificates of the same Series and
Class shall be identical in all respects except for the denominations thereof.
All Certificates of all Classes within any one Series at any time Outstanding
shall be identical except for differences among the Certificates of the
different Classes within such Series specified in the applicable Series
Supplement. Except as otherwise provided in a Series Supplement, all
Certificates of a particular Series (and all Classes within such Series)
issued under this Trust Agreement shall be in all respects equally and ratably
entitled to the benefits hereof without preference, priority or distinction on
account of the actual time or times of authentication and delivery, all in
accordance with the terms and provisions of this Trust Agreement.

     (b) Each Series (and all Classes within such Series) of Certificates
shall be created by a Series Supplement authorized by the Depositor and
establishing the terms and provisions of such Series. The several Series may,
subject to the provisions of the Code and the intended status of each Trust to
constitute a fixed investment trust for federal income tax purposes, differ as
between Series and any given Class may vary as between the other Classes
within any given Series.


                                      31
<PAGE>

     SECTION 5.02. Execution, Authentication and Delivery. (a) The
Certificates shall be executed by the Depositor by its President, its
Treasurer, or one of its Vice Presidents, under its corporate seal, which may
be in facsimile form and imprinted or otherwise reproduced thereon and shall
be attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers may be manual or facsimile. Certificates
bearing the manual or facsimile signature of individual who were at any time
the proper officers of the Depositor shall be binding, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Certificates or did not hold such offices
at the date of such Certificates. Notwithstanding anything in this Agreement
to the contrary, the Trustee, upon written direction by the Depositor, will,
with respect to any Series, execute any related Certificates.

     (b) Each Certificate shall be dated as of the later of the date specified
in the related Series Supplement and the date of its authentication.

     (c) No Certificate appertaining thereto shall be entitled to any benefit
under this Trust Agreement or be valid or obligatory for any purpose, unless
there appears on such Certificate a certificate of authentication
substantially in one of the forms provided for herein or in the form of
Certificate attached to the related Series Supplement executed by the Trustee
by the manual signature of one of its authorized signatories, and such
certificate of authentication upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder and is entitled to the benefits of this
Trust Agreement.

     SECTION 5.03. Temporary Certificates. Pending the preparation of
Definitive Certificates of any Series (or Class within each such Series), the
Depositor may execute, and upon receipt of a Depositor Order, the Trustee
shall authenticate and deliver temporary Certificates which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the Definitive
Certificates in lieu of which they are issued, in registered form and with
such appropriate insertions, omissions, substitutions and other variations as
may be authorized by such Depositor Order. Any such temporary Certificate may
be in global form, representing all or a portion of the Outstanding
Certificates of such Series or Class. Every such temporary Certificate shall
be executed by the Depositor and shall be authenticated and delivered by the
Trustee upon the same conditions and in substantially the same manner, and
with the same effect, as the Definitive Certificate or Definitive Certificates
in lieu of which is issued. If temporary Certificates of any Series (or Class
within such Series) are issued, the Depositor will cause Definitive
Certificates of such Series or Class to be prepared without unreasonable
delay.

     SECTION 5.04. Registration; Registration of Transfer and Exchange. (a)
The Trustee shall cause to be kept a register for each Series of Registered
Certificates (the registers maintained in such office and in any other office
or agency of the Trustee in a Place of Distribution being herein sometimes
collectively referred to as the "Certificate Register") in which a transfer
agent and registrar (which may be the Trustee) (the "Certificate Registrar")
shall provide for the registration of Registered Certificates and the
registration of transfers and exchanges of Registered Certificates. The
Trustee is hereby initially appointed Certificate Registrar for the purpose of
registering Registered Certificates and transfers and exchanges of


                                      32
<PAGE>

Registered Certificates as herein provided; provided, however, that the
Trustee may appoint one or more co-Certificate Registrars. Upon any
resignation of any Certificate Registrar, the Depositor shall promptly appoint
a successor or, in the absence of such appointment, assume the duties of
Certificate Registrar.

     If a Person other than the Trustee is appointed by the Depositor as
Certificate Registrar, the Depositor will give the Trustee prompt written
notice of the appointment of a Certificate Registrar and of the location, and
any change in the location, of the Certificate Register, and the Trustee shall
have the right to rely upon a certificate executed on behalf of the
Certificate Registrar by an Executive Officer thereof as to the names and
addresses of the Holders of the Registered Certificates and the principal
amounts and numbers of such Registered Certificates.

     (b) Upon surrender for registration of transfer any Registered
Certificate of any Series (or Class within such Series) at the office or
agency of the Trustee, if the requirements of Section 8-401(1) of the Uniform
Commercial Code are met to the Depositor's satisfaction, the Depositor shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Certificates
of any authorized denominations, of a like Series, Class and aggregate
Certificate Principal Balance or Notional Amount, as applicable.

     (c) Notwithstanding any other provisions of this Section, unless and
until it is exchanged in whole or in part for the individual Certificates
represented thereby, a Global Security representing all or a portion of the
Certificates of a Series (or Class within such Series) may not be transferred
except as a whole by the Depository for such Series or Class to a nominee of
such Depository or by a nominee of such Depository to such Depository or
another nominee of such Depository or by such Depository or any such nominee
to a successor Depository for such Series or Class or a nominee of such
successor Depository.

     (d) At the option of the Holder, Registered Certificates of any Series
(or Class within such Series) (other than a Global Security, except as set
forth below) may be exchanged for other Registered Certificates of the same
Series or Class of any authorized denomination or denominations of like tenor
and aggregate Certificate Principal Balance or Notional Amount, as applicable,
upon surrender of the Registered Certificates to be exchanged at the office or
agency of the Trustee maintained for such purpose.

     (e) If at the time the Depository for the Certificates of a Series (or
Class within such Series) notifies the Depositor that it is unwilling or
unable to continue as Depository for the Certificates of such Series or Class
or if at any time the Depository for the Certificates of such Series or Class
shall no longer be eligible under Section 5.08(b), the Depositor shall appoint
a successor Depository with respect to the Certificates of such Series or
Class. If a successor Depository for the Certificates of such Series or Class
is not appointed by the Depositor within 90 days after the Depositor receives
such notice or becomes aware of such ineligibility, the Depositor's election
as specified in the related Series Supplement shall no longer be effective
with respect to the Certificates of such Series or Class and the Depositor
will execute, and the Trustee, upon receipt of a Depositor Order for the
authentication and delivery of individual Certificates of such Series or
Class, will authenticate and deliver individual Certificates of such


                                      33
<PAGE>

Series or Class in an aggregate Certificate Principal Balance or Notional
Amount, as applicable, equal to the aggregate Certificate Principal Balance or
Notional Amount, as applicable, of the Global Security or Securities
representing Certificates of such Series or Class in exchange for such Global
Security or Securities.

     (f) The Depositor may at any time and in its sole discretion determine
that individual Certificates of any Series (or Class within such Series)
issued in the form of one or more Global Securities shall no longer be
represented by such Global Security or Securities. In such event the Depositor
shall execute, and the Trustee, upon receipt of a Depositor Order for the
authentication and delivery of individual Certificates of such Series or
Class, shall authenticate and deliver, individual Certificates of such Series
or Class in an aggregate Certificate Principal Balance or Notional Amount, as
applicable, equal to the aggregate Certificate Principal Balance or Notional
Amount, as applicable, of the Global Security or Securities representing
Certificates of such Series or Class in exchange for such Global Security or
Securities.

     (g) If specified by the Depositor pursuant to the related Series
Supplement with respect to a Series (or Class within such Series) of
Certificates, the Depository for such Series may surrender a Global Security
for such Series or Class in exchange in whole or in part for individual
Certificates of such Series or Class on such terms as are acceptable to the
Depositor and such Depository. Thereupon, the Depositor shall execute, and the
Trustee, upon receipt of a Depositor Order, shall authenticate and deliver,
without service charge,

               (i) to each Person specified by such Depository a new
          individual Certificate or Certificates of the same Series or Class,
          of any authorized denomination as requested by such Person in an
          aggregate Certificate Principal Balance or Notional Amount, as
          applicable, equal to and in exchange for such Person's beneficial
          interest in the Global Security; and

               (ii) to such Depository a new Global Security in a denomination
          equal to the difference, if any, between the aggregate Certificate
          Principal Balance or Notional Amount, as applicable, of the
          surrendered Global Security and the aggregate Certificate Principal
          Balance or Notional Amount, as applicable, of individual
          Certificates delivered to Holders thereof.

     In any exchange provided for in any of the preceding three paragraphs,
the Depositor shall execute, and the Trustee, upon receipt of a Depositor
Order, will authenticate and deliver individual Certificates in registered
form in authorized denominations, if the Certificates of such Series or Class
are issuable as Registered Certificates.

     Upon the exchange of a Global Security for individual Certificates, such
Global Security shall be cancelled by the Trustee. Individual Registered
Certificates issued in exchange for a Global Security pursuant to this Section
5.04 shall be registered in such names and in such authorized denominations as
the Depository for such Global Security, pursuant to instructions from its
Participants, any indirect participants or otherwise, shall instruct the
Trustee. The Trustee shall deliver such Registered Certificates to the Person
in whose names such Registered Certificates are so registered.


                                      34
<PAGE>

     (h) All Certificates issued upon any registration of transfer or exchange
of Certificates shall constitute complete and indefeasible evidence of
ownership in the Trust related to such Certificates and be entitled to the
same benefits under this Trust Agreement as the Certificates surrendered upon
such registration of transfer or exchange.

     (i) Every Registered Certificate presented or surrendered for
registration of transfer or exchange shall (if so required by the Depositor,
the Trustee or the Certificate Registrar) be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Depositor, the
Trustee or the Certificate Registrar, duly executed, by the Holder thereof or
his attorney duly authorized in writing, with such signature guaranteed by a
brokerage firm or financial institution that is a member of a Securities
Approved Medallion Program such as Securities Transfer Agents Medallion
Program (STAMP), Stock Exchange Medallion Program (SEMP) or New York Stock
Exchange Inc. Medallion Signature Program (MSP).

     (j) No service charge shall be made to a Holder for any registration of
transfer or exchange of Certificates, but the Depositor may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Certificates, other than exchanges pursuant to Section 5.03 not involving any
transfer.

     SECTION 5.05. Mutilated, Destroyed, Lost and Stolen Certificates. If (i)
any mutilated Certificate is surrendered to the Trustee at its Corporate Trust
Office or (ii) the Depositor and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Certificate, and there
is delivered to the Depositor and the Trustee such security or indemnity as
they may require to hold each of them and any Paying Agent harmless, and
neither the Depositor nor the Trustee receives notice that such Certificate
has been acquired by a bona fide purchaser, then the Depositor shall execute
and the Trustee, upon receipt of a Depositor Order, shall authenticate and
deliver, in exchange for any such mutilated Certificate, or in lieu of any
such destroyed, lost or stolen Certificate, a new Certificate of the same
Series or Class of like tenor, form, terms and principal amount, bearing a
number not contemporaneously Outstanding.

     Upon the issuance of any new Certificate under this Section, the
Depositor may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in respect thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

     Every new Certificate of any Series or Class, issued pursuant to this
Section shall constitute complete and indefeasible evidence of ownership in
the Trust related to such Series, whether or not the destroyed, lost or stolen
Certificate shall be at any time enforceable by anyone, and shall be entitled
to all the benefits of this Trust Agreement equally and proportionately with
any and all other Certificates of that Series or Class, duly issued hereunder.

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Certificates.


                                      35
<PAGE>

     SECTION 5.06. Persons Deemed Owners. (a) The Depositor, the Trustee and
any agent of the Depositor or the Trustee may treat the Person in whose name
any Registered Certificate is registered as the owner of such Registered
Certificate for the purpose of receiving distributions of principal of (and
premium, if any) and (subject to Section 4.02) interest, if any, on such
Registered Certificate and for all other purposes whatsoever, whether or not
such Registered Certificate be overdue, and neither the Depositor or the
Trustee, nor any agent of the Depositor or the Trustee shall be affected by
notice to the contrary.

     (b) None of the Depositor, the Trustee or any of their agents will have
any responsibility or liability for any aspect of the records relating to or
distributions made on account of beneficial ownership interests in a Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

     SECTION 5.07. Cancellation. Unless otherwise specified in the related
Series Supplement for Certificates of any Series, all Certificates surrendered
for payment, redemption, transfer or exchange shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it. No Certificates shall be authenticated in lieu of or
in exchange for any Certificates cancelled as provided in this Section, except
as expressly permitted by this Trust Agreement.

     SECTION 5.08. Global Securities. (a) If the Series Supplement pursuant to
Section 5.01 provides that a Series (or Class within such Series) of
Certificates shall be represented by one or more Global Securities, then the
Depositor shall execute and the Trustee shall authenticate and deliver one or
more Global Securities, that (i) shall represent an aggregate initial
Certificate Principal Balance or Notional Amount, as applicable, equal to the
aggregate initial Certificate Principal Balance or Notional Amount, as
applicable, of the Certificates of such Series or Class to be represented by
such one or more Global Securities, (ii) shall be registered, if in registered
form, in the name of the Depository for such Global Security or Securities or
the nominee of such Depository, (iii) shall be delivered by the Trustee to
such Depository or pursuant to such Depository's instruction and (iv) shall
bear a legend substantially to the following effect: "Unless and until it is
exchanged in whole or in part for the individual Certificates represented
hereby, this Global Security may not be transferred except as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository or
by the Depository or any such nominee to a successor Depository or a nominee
of such successor Depository.

     No Holder of a Certificate of such Series or Class will receive a
Definitive Certificate representing such Holder's interest in such Certificate
or Certificates, except as provided in Section 5.10. Unless and until
definitive, fully registered Certificates (the "Definitive Certificates") have
been issued to Holders of such Series or Class pursuant to Section 5.11:

               (i) the provisions of this Section 5.09 shall be in full force
          and effect;

               (ii) the Certificate Registrar and the Trustee shall be
          entitled to deal with the Depository for all purposes of this Trust
          Agreement (including the distribution of principal of, and premium,
          if any, and interest on the Certificates


                                      36
<PAGE>

          and the giving of instructions or directions hereunder) as the sole
          Holder of the Certificates of such Series or Class, and shall have
          no obligation to the owners of beneficial interests in such Series
          or Class (collectively, the "Certificate Owners");

               (iii) to the extent that the provisions of this Section 5.08
          conflict with any other provisions of this Trust Agreement, the
          provisions of this Section 5.08 shall control;

               (iv) the rights of Certificate Owners of such Series or Class
          shall be exercised only through the Depository and shall be limited
          to those established by law and agreements between such Certificate
          Owners and the Depository or its Participants; and

               (v) whenever this Trust Agreement requires or permits actions
          to be taken based upon instructions or directions of Holders of
          Certificates of such Series or Class evidencing a specified
          percentage of the aggregate Voting Rights of such Series or Class,
          the Depository shall be deemed to represent such percentage only to
          the extent that it has received instructions to such effect from
          Certificate Owners of such Series or Class or Participants in such
          Depository's system owning or representing, respectively, such
          required percentage of the beneficial interest in the Certificates
          of such Series or Class and has delivered such instructions to the
          Trustee.

     (b) Each Depository designated in the related Series Supplement for a
Global Security in registered form must, at the time of its designation and at
all times while it serves as such Depository, be a clearing agency registered
under the Exchange Act and any other applicable statute or regulation.

     SECTION 5.09. Notices to Depository. Whenever a notice or other
communication to the Holders of a Series or Class within such Series
represented by one or more Global Securities is required under this Trust
Agreement, unless and until Definitive Certificates for such Series or Class
shall have been issued to such Certificate Owners pursuant to Section 5.10,
the Trustee shall give all such notices and communications specified herein to
be given to Holders of the Certificates of such Series to the Depository, and
shall have no obligation to the Certificate Owners.

     SECTION 5.10. Definitive Certificates. If in respect of a Series (or
Class within such Series) represented by one or more Global Securities (i) the
Depositor advises the Trustee in writing that the Depository is no longer
willing or able to properly discharge its responsibilities with respect to the
Certificates of such Series or Class and the Depositor is unable to locate a
qualified successor, (ii) the Depositor at its option advises the Trustee in
writing that it elects to terminate the book-entry system of such Series or
Class through the Depository or (iii) Certificate Owners representing
beneficial interests aggregating at least a majority (or such other Required
Percentage-Definitive Certificates that may be specified in a Series
Supplement) of the Voting Rights of the Certificates of such Series or Class
advise the Depository in writing that the continuation of a book-entry system
for such Series or Class
                                      37
<PAGE>

through the Depository is no longer in the best interests of the Certificates
Owners of such Series or Class, then the Depository shall notify all
Certificate Owners or Participants in the Depository's system with respect to
such Series or Class and the Trustee of the occurrence of any such event and
of the availability of Definitive Certificates for such Series or Class to
Certificate Owners of such Series or Class requesting the same.

     Upon surrender to the Trustee of the Global Securities of such Series or
Class by the Depository, accompanied by registration instructions, the
Depositor shall execute and the Trustee shall authenticate the Definitive
Certificates of such Series or Class in accordance with the instructions of
the Depository. None of the Depositor, the Certificate Registrar or the
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates of Series or Class, the Trustee
shall recognize the holders of the Definitive Certificates of such Series or
Class as Holders.

     SECTION 5.11. Currency of Distributions in Respect of Certificates. (a)
Except as otherwise specified in the related Series Supplement for Registered
Certificates of any Series (or Class within such Series), distributions of the
principal of (and premium, if any) and interest on Registered Certificates of
such Series or Class will be made in Dollars.

     (a) For purposes of any provision of the Trust Agreement where the
Holders of Outstanding Certificates may perform an act that requires that a
specified percentage of the aggregate Voting Rights of the Certificates of all
Series perform such act and for purposes of any decision or determination by
the Trustee of amounts due and not distributed for the principal of (and
premium, if any) and interest on the Certificates of all Series in respect of
which moneys are to be disbursed ratably, the principal of (and premium, if
any) or notional amount of, as applicable, and interest on the Outstanding
Certificates denominated in a Foreign Currency will be the amount in Dollars
based upon exchange rates, determined as specified in the related Series
Supplement for Certificates of such Series, as of the date for determining
whether the Holders entitled to perform such act have performed it or as of
the date of such decision or determination by the Trustee, as the case may be.

     (b) With respect to Certificates of any Series, any decision or
determination to be made regarding exchange rates shall be made by an Exchange
Rate Agent appointed by the Depositor; provided, however, that such Exchange
Rate Agent shall accept such appointment in writing and the terms of such
appointment shall be acceptable to the Trustee and shall, in the opinion of
the Depositor at the time of such appointment, require such Exchange Rate
Agent to make such determination by a method provided in the applicable Series
Supplement for the making of such decision or determination. All decisions and
determinations of such Exchange Rate Agent regarding exchange rates shall be
in its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and irrevocably binding upon the Depositor, the
Trustee and all Holders of the Certificates of such Series.

     (c) If distributions in respect of a Certificate are required to be made
in a Specified Currency other than Dollars and such currency is unavailable
due to the imposition of exchange controls or other circumstances beyond the
control of the Trustee and the Depositor or is no longer used by the
government of the country issuing such Specified Currency or is no

                                      38
<PAGE>

longer commonly used for the settlement of transactions by public institutions
of or within the international banking community, then all distributions in
respect of such Certificate shall be made in Dollars until such Specified
Currency is again so used in the manner specified in the related Series
Supplement.

     SECTION 5.12. Conditions of Authentication and Delivery of New Series.
Certificates of a new Series may be issued at any time and from time to time
after the execution and delivery of these Standard Terms and the related
Series Supplement. The Depositor shall execute and deliver Certificates of
such Series to the Trustee and the Trustee shall authenticate and deliver such
Certificates upon a Depositor Order and upon delivery by the Depositor to the
Trustee of the following:

               (1) The delivery of the Underlying Securities in accordance
          with Section 2.01(b);

               (2) Opinions of Counsel to the Depositor, addressed to the
          Trustee, in a form acceptable to the Trustee;

               (3) An Officer's Certificate of the Depositor, dated as of the
          Closing Date, to the effect that all of the requirements of this
          Section 5.12 have been satisfied, and that the Depositor is not in
          breach of this Trust Agreement and that the issuance of the
          Certificates will not result in any breach of any of the terms,
          conditions, or provisions of, or constitute a default under, the
          Depositor's Certificate of Incorporation or bylaws, or any
          indenture, mortgage, deed of transfer or other agreement or
          instrument to which the Depositor is a party or by which it or its
          property is bound or any order of any court or administrative agency
          entered in any Proceeding to which the Depositor is a party or by
          which it or its property may be bound or to which it or its property
          may be subject;

               (4) A Series Supplement consistent with the applicable
          provisions of these Standard Terms;

               (5) If applicable, a fully executed copy of the Swap Agreement,
          together with all documents and opinions required to be delivered to
          the Trust upon execution thereof pursuant to the terms thereof; and

               (6) Written instructions by the Depositor to the Trustee
          directing the Trustee to enter into and perform any obligations
          under the Swap Agreement, if applicable, and/or the Market Agent
          Agreement, if applicable.

     If all the Certificates of a Series are not to be originally issued at
the same time, then the documents required to be delivered pursuant to this
Section 5.12 must be delivered only once, prior to the authentication and
delivery of the first Certificate of such Series; provided, however, that any
subsequent Depositor Order to the Trustee to authenticate Certificate of such
Series upon original issuance shall constitute a representation and warranty
by the Depositor that, as of the date of such request, the statements made in
this Section 5.12 shall be true and correct as if made on such date.

                                      39
<PAGE>

     SECTION 5.13. Appointment of Paying Agent. The Trustee may appoint one or
more paying agents (each, a "Paying Agent") with respect to the Certificates
of any Series. Any such Paying Agent shall be authorized to make distributions
to Certificateholders of such Series from the Certificate Account for such
Series pursuant to the provisions of the applicable Series Supplement and
shall report the amounts of such distributions to the Trustee. Any Paying
Agent shall have the revocable power to withdraw funds from such Certificate
Account for the purpose of making the distributions referred to above. The
Trustee may revoke such power and remove the Paying Agent if the Trustee
determines in its sole discretion that the Paying Agent shall have failed to
perform its obligations under this Trust Agreement in any material respect.
The Paying Agent shall initially be the Trustee and any co-paying agent chosen
by the Trustee and acceptable to the Depositor, including, if and so long as
any Series or Class within such Series is listed on the Luxembourg Stock
Exchange and such exchange so requires, a co-paying agent in Luxembourg or
another European city. Any Paying Agent shall be permitted to resign as Paying
Agent upon 30 days' notice to the Trustee. In the event that the Trustee shall
no longer be the Paying Agent, the Trustee shall appoint a successor or
additional Paying Agent. The Trustee shall cause each successor to act as
Paying Agent to execute and deliver to Trustee an instrument in which such
successor or additional Paying Agent shall agree with the Trustee that it will
hold all sums, if any, held by it for distribution to the Certificateholders
in trust for the benefit of the Certificateholders entitled thereto until such
sums shall be distributed to such Certificateholders and will agree to such
other matters as are required by Section 317(b) of the Trust Indenture Act.
The Paying Agent shall return all unclaimed funds to the Trustee and upon
removal shall also return all funds in its possession to the Trustee. The
provisions of Sections 7.01, 7.03, 7.04 and 7.06 shall apply to the Trustee
also in its role as Paying Agent, for so long as the Trustee shall act as
Paying Agent. Any reference in this Trust Agreement to the Paying Agent shall
include any co-paying agent unless the context requires otherwise.
Notwithstanding anything contained herein to the contrary, the appointment of
a Paying Agent pursuant to this Section 5.13 shall not release the Trustee
from the duties, obligations, responsibilities or liabilities arising under
this Trust Agreement other than with respect to funds paid to such Paying
Agent.

     SECTION 5.14. Authenticating Agent. (a) The Trustee may appoint one or
more authenticating agents (each, an "Authenticating Agent") with respect to
the Certificates of any Series which shall be authorized to act on behalf of
the Trustee in authenticating such Certificates in connection with the
issuance, delivery and registration of transfer or exchange of such
Certificates. Whenever reference is made in this Trust Agreement to the
authentication of Certificates by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication on
behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent must be acceptable to the Depositor. Notwithstanding
anything contained herein to the contrary, the appointment of an
Authenticating Agent pursuant to this Section 5.14 shall not release the
Trustee from the duties, obligations, responsibilities or liabilities arising
under this Trust Agreement.

     (b) Any institution succeeding to the corporate agency business of any
Authenticating Agent shall continue to be an Authenticating Agent without the
execution or filing of any power or any further act on the part of the Trustee
or such Authenticating Agent. An Authenticating Agent may at any time resign
by giving notice of resignation to the Trustee and to the Depositor. The
Trustee may at any time terminate the agency of an Authenticating

                                      40
<PAGE>

Agent by giving notice of termination to such Authenticating Agent and to the
Depositor. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time an Authenticating Agent shall cease to be
acceptable to the Trustee or the Depositor, the Trustee promptly may appoint a
successor Authenticating Agent. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless acceptable to the Depositor. The Trustee agrees to
pay to each Authenticating Agent from time to time reasonable compensation for
its services under this Section. The provisions of Section 7.01, 7.03 and 7.04
shall be applicable to any Authenticating Agent.

     (c) Pursuant to an appointment made under this Section, the Certificates
may have endorsed thereon, in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication in substantially
the following form:

     "This is one of the Certificates described in the Standard Terms and the
related Series Supplement".

Dated:


                                        as Authenticating Agent
                                         for the Trustee,

                                        By
                                           ------------------------------------


     SECTION 5.15. Voting Rights with Respect to Underlying Securities. (a)
Within five Business Days after receipt of notice of any meeting of, or other
occasion for the exercise of voting rights or the giving of consents ("voting
rights") by, owners of any of the Underlying Securities, the Trustee shall
give notice to the Certificateholders, setting forth (i) such information as
is contained in such notice to owners of Underlying Securities, (ii) a
statement that the Certificateholders will be entitled, subject to any
applicable provision of law and any applicable provisions of such Underlying
Securities (and to the extent of the voting rights allocated to the
Certificateholders pursuant to subsection 5.15(b)), to instruct the Trustee as
to the exercise of voting rights, if any, pertaining to such Underlying
Securities and (iii) a statement as to the manner in which instructions may be
given to the Trustee to give a discretionary proxy to a person designated in
the notice received by the Trustee. Such notice shall be given by the Trustee
to the Certificateholders of record on such Record Date.

     Upon the written request of the applicable Certificateholder, received on
or before the date established by the Trustee for such purpose, the Trustee
shall endeavor, insofar as practicable and permitted under any applicable
provision of law and any applicable provision of or governing the Underlying
Securities, to vote in accordance with any nondiscretionary instruction set
forth in such written request (in each case to the extent of the voting rights
allocated pursuant to subsection 5.15(b) to such Certificateholder). The
Trustee shall not vote except as specifically authorized and directed in
written instructions from the applicable Certificateholder entitled to give
such instructions.

                                      41
<PAGE>

     (b) Unless otherwise specified in the applicable Series Supplement, the
voting rights allocable to the owners of the Underlying Securities pursuant to
the terms thereof shall be allocated among the Certificateholders pro rata, in
the proportion that the denomination of each Certificate bears to the
aggregate denomination of all Certificates.

     (c) By accepting delivery of a Certificate, whether upon original
issuance or subsequent transfer, exchange or replacement thereof, and without
regard to whether ownership is beneficial or otherwise, the Certificateholder
agrees so long as it is an owner of such Certificate that it shall not grant
any consent (i) to any conversion of the timing of payment of, or the method
or rate of accruing of, interest on the Underlying Securities underlying the
Certificates held by such Certificateholder or (ii) to any redemption or
prepayment of the Underlying Securities underlying the Certificates held by
such Certificateholder. The Trustee shall not grant any consent solicited from
the owners of the Underlying Securities underlying the Certificates with
respect to the matters set forth in this Section nor shall it accept or take
any action in respect of any consent, proxy or instructions received from any
Certificateholder in contravention of the provisions of this Section.

     SECTION 5.16. Actions by Certificateholders.

     (a) Wherever in this Trust Agreement a provision is made that an action
may be taken or a notice, demand or instruction given by Certificateholders or
Beneficial Owners, such action, notice or instruction may be taken or given by
any Certificateholder or Beneficial Owner.

     (b) Certificateholders or Beneficial Owners shall not be required to act
in concert with any other Certificateholder or Beneficial Owner or any other
Person.

     (c) Any request, demand, authorization, direction, notice, consent,
waiver or other act by a Certificateholder or Beneficial Owner of a
Certificate shall bind such Certificateholder or Beneficial Owner and every
subsequent Certificateholder or Beneficial Owner of such Certificate or any
Certificate issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, suffered or omitted
to be done by the Certificateholder or Beneficial Owner or the Trustee in
reliance thereon, whether or not notation of such action is made upon such
Certificate.

     (d) Certificateholders of Certificates are beneficial owners of the right
to receive principal payments and interest payments to which such Certificates
relate and, as such, will have the right following an event of default with
respect to any Underlying Security to proceed directly against the Issuer(s).
Such Certificateholders are not required to join other Certificateholders of
Certificates, the Depositor or the Trustee in order to proceed against the
Issuer(s).

     SECTION 5.17. Events of Default. If any Event of Default shall occur and
be continuing with respect to any Class of Certificates, then, and in each and
every case, the Trustee shall exercise any rights in respect of the related
Underlying Securities as provided in the applicable Series Supplement.

                                      42
<PAGE>

     SECTION 5.18. Judicial Proceedings Instituted by Trustee; Trustee May
Bring Suit. If there shall be a failure to make payment of the principal of or
premium, if any, or interest on any Underlying Security, then the Trustee, in
its own name, and as trustee of an express trust, as holder of such Underlying
Security, shall be, to the extent permitted by and in accordance with the
terms of the Underlying Security, subject to the limitations on acceleration
and the exercise of remedies set forth therein, entitled and empowered to
institute any suits, actions or proceedings at law, in equity or otherwise,
including the power to make a demand on the trustee in respect of such
Underlying Security, if provided for, to take action to enforce the Underlying
Security for the collection of the sums so due and unpaid on such Underlying
Security and may prosecute any such claim or proceeding to judgment or final
decree with respect to the whole amount of any such sums so due and unpaid.

     SECTION 5.19. Control by Certificateholders. The Holders of Certificates
of any Class holding Certificates representing not less than the Required
Percentage--Direction of Trustee of the aggregate Voting Rights of the
Outstanding Certificates of such Class shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on the Trustee under
this Trust Agreement, including any right of the Trustee as holder of the
Underlying Securities; provided, however, that:

               (1) such direction shall not be in conflict with any rule of
          law or with this Trust Agreement and would not involve the Trustee
          in personal liability or expense;

               (2) the Trustee shall not determine that the action so directed
          would be unjustly prejudicial to the Holders of Certificates of such
          Class not taking part in such direction; or

               (3) the Trustee may take any other action deemed proper by the
          Trustee which is not inconsistent with such direction.

     SECTION 5.20. Waiver of Past Defaults. The Holders of the Required
Percentage--Waiver of Certificates of any Series may direct the Trustee to
vote such percentage of the Underlying Securities held by the Trustee as
corresponds to the percentage of the aggregate principal amount of the
Certificates of such Series held by such Holders to waive any past Event of
Default thereunder with respect to such Series of Certificates and its
consequences or may instruct the Trustee, on behalf of all Certificateholders
of such Series, to waive any past default under this Trust Agreement and its
consequences, except a default:

               (1) in the payment of the principal of or premium, if any, or
          interest on the Underlying Securities or the Certificates;

               (2) in respect of a covenant or provision hereof which under
          Article X hereof cannot be modified or amended without the consent
          of the Holder of each Outstanding Certificate affected; or

               (3) specified in the applicable Series Supplement, if any,
          unless the applicable Series Supplement provides otherwise.

                                      43
<PAGE>

     Upon any such direction, the Trustee shall vote such percentage of the
Underlying Securities of the corresponding Series held by the Trustee as
corresponds to the percentage of the aggregate principal amount of the
Outstanding Certificates of such Series held by Holders who directed the
Trustee to waive such default or Event of Default thereunder. Upon any waiver
that is effective under the terms of such Class of Underlying Securities to
waive such default or Event of Default, such default or Event of Default shall
cease to exist with respect to this Trust Agreement, and, in the case of a
default, any Event of Default arising therefrom shall be deemed to have been
cured for every purpose of this Trust Agreement and any direction given by the
Trustee on behalf of such Certificateholders or in respect of any Underlying
Securities shall be annulled with respect thereto; but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.

     SECTION 5.21. Right of Certificateholders to Receive Payments Not to Be
Impaired. Anything in this Trust Agreement to the contrary notwithstanding,
the right of any Certificateholder to receive distributions of payments
required pursuant to Section 4.01 hereof on the Certificates when due, or to
institute suit for enforcement of any such payment on or after the applicable
Distribution Date, Special Distribution Date or other date specified herein
for the making of such payment, shall not be impaired or affected without the
consent of such Certificateholder.

     SECTION 5.22. Remedies Cumulative. Every remedy given hereunder to the
Trustee or to any of the Certificateholders shall not be exclusive of any
other remedy or remedies, and every such remedy shall be cumulative and in
addition to every other remedy given hereunder or now or hereafter given by
statute, law, equity or otherwise.

                                  ARTICLE VI

                                 The Depositor

     SECTION 6.01. Liability of the Depositor. (a) The Depositor shall be
liable in accordance herewith only to the extent of the obligations
specifically imposed by these Standard Terms and the related Series
Supplement.

     SECTION 6.02. Limitation on Liability of the Depositor. (a) The Depositor
shall not be under any obligation to expend or risk its own funds or otherwise
incur financial liability in the performance of its duties hereunder or under
a Series Supplement or in the exercise of any of its rights or power if
reasonable grounds exist for believing that the repayment or such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

     (b) Neither the Depositor nor any of its directors, officers, employees
or agents shall be under any liability to any Trust or the Certificateholders
of any Series for any action taken, or for refraining from the taking of any
action, in good faith pursuant to this Trust Agreement, or for errors in
judgment; provided, however, that this provision shall not protect the
Depositor against any breach of representations, warranties or covenants made
herein, or against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or gross negligence in the performance of
duties or by reason of reckless disregard of its obligations and duties
hereunder.

                                      44
<PAGE>

     Unless otherwise provided in a related Series Supplement, the Trust will
indemnify and hold harmless the Depositor and any director, officer, employee
or agent of the Depositor against any loss, liability or expense incurred in
connection with any legal action relating to the Trust Agreement or the
Certificates, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross negligence in the performance of
duties by the Depositor and any of its directors, officers, employees or
agents hereunder or by reason of reckless disregard of their obligations and
duties hereunder.

     (c) The Depositor shall not be under any obligation to appear in,
prosecute or defend any legal action unless such action is related to its
respective duties under this Trust Agreement and, in its opinion, does not
involve it in any expense or liability; provided, however, that the Depositor
may in its discretion undertake any such action which it may deem necessary or
desirable with respect to this Trust Agreement and the rights and duties of
the parties hereto and the interests of the Certificateholders hereunder. The
Depositor shall be under no obligation whatsoever to appear in, prosecute or
defend any action, suit or other proceeding in respect of any Underlying
Securities.

     (d) The Depositor shall not be liable to any Certificateholder for any
action or non-action by it in reliance upon the advice of or information from
legal counsel, accountants, any Certificateholder of a Certificate or any
other person believed by it in good faith to be competent to give such advice
or information, including, without limitation, the Calculation Agent, the
Market Agent or the other party to this Trust Agreement. The Depositor may
rely and shall be protected in acting upon any written notice, request,
direction or other document believed by it to be genuine and to have been
signed or presented by the proper party or parties.

     (e) The Depositor shall not incur any liability to any Certificateholder
if, by reason of any provision of any present or future law, or regulation
thereunder, or any governmental authority, or by any reason of any act of God
or war or other circumstance beyond the control of the relevant party, the
Depositor shall be prevented or forbidden from doing or performing any act or
thing which the terms of this Trust Agreement provide shall be done or
performed; and the Depositor shall not incur any liability to any
Certificateholder by reason of any non-performance or delay, caused as
aforesaid, in the performance of any act or thing which the terms of this
Trust Agreement provide shall or may be done or performed, or by reason of any
exercise of, or failure to exercise, any discretion provided for in this Trust
Agreement.

     SECTION 6.03. Depositor May Purchase Certificates. The Depositor may at
any time purchase Certificates in the open market or otherwise. Certificates
so purchased by the Depositor may, at the discretion of the Depositor, be held
or resold. Certificates beneficially owned by the Depositor or any Affiliate
of the Depositor will be disregarded for purposes of determining whether the
required percentage of the aggregate Voting Rights has given any request,
demand, authorization, direction, notice, consent or waiver hereunder. The
Depositor will provide the Trustee with an Officer's Certificate at any time
at which the Depositor or any Affiliate of the Depositor has acquired
Certificates, identifying the Series and Class of the Certificates acquired,
the amount so held, the name under which the Certificates are held, and the
date of acquisition.

                                      45
<PAGE>

     SECTION 6.04. Merger or Consolidation of the Depositor. Nothing in this
Trust Agreement shall prevent any consolidation or merger of the Depositor
with or into any other corporation, or any consolidation or merger of any
other corporation with or into the Depositor or any sale or transfer of all or
substantially all of the property and assets of the Depositor to any other
Person lawfully entitled to acquire the same; provided, however, that, so long
as Certificates are outstanding hereunder, the Depositor covenants and agrees
that any such consolidation, merger, sale or transfers shall be upon the
condition that the due and punctual performance and observance of all the
terms, covenants and conditions of this Trust Agreement to be kept or
performed by the Depositor shall be assumed by the Person (if other than the
Depositor) formed by or resulting from any such consolidation or merger, or
which shall have received the transfer of all or substantially all of the
property and assets of the Depositor, just as fully and effectually as if
successor Person had been the original party of the first part hereto; and in
the event of any such sale or transfer the predecessor Depositor may be
dissolved, wound up and liquidated at any time thereafter.

     SECTION 6.05. No Liability of the Depositor with Respect to the
Underlying Securities; Certificateholders to Proceed Directly Against the
Issuer(s). (a) The sole obligor with respect to any Underlying Security is the
Issuer thereof. The Depositor shall not have any obligation on or with respect
to the Underlying Securities; and its obligations with respect to Certificates
shall be solely as set forth in this Trust Agreement.

     (b) The Depositor is not authorized to proceed against the Issuer of any
Underlying Security in the event of a default or to assert the rights and
privileges of Certificateholders of Certificates and has no duty in respect
thereof.

                                 ARTICLE VII

                            Concerning the Trustee

     SECTION 7.01. Duties of Trustee. (a) The Trustee undertakes to perform
such duties and only such duties as are specifically set forth in these
Standard Terms and the related Series Supplement. The Trustee shall exercise
such of the rights and powers vested in it by this Trust Agreement, and shall
use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of such person's
own affairs. The Trustee shall exercise those rights in a manner consistent
with the status of any Trust created hereunder as a fixed investment trust for
federal income tax purposes. The Trustee shall not have any power to vary the
investment of any Certificateholders of any Series or to accept any assets
(other than proceeds of the Underlying Securities) other than the Underlying
Securities transferred to it on the Closing Date of any Series. Any permissive
right of the Trustee enumerated in this Trust Agreement shall not be construed
as a duty and shall be interpreted consistently with the status of the Trust
as a fixed investment trust.

     (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments
furnished to the Trustee which are specifically required to be furnished
pursuant to any provision of this Trust Agreement, shall examine them to
determine whether they conform to the requirements of this Trust Agreement. If
any such instrument is found not to conform to the requirements of this Trust
Agreement, the

                                      46
<PAGE>

Trustee shall take action as it deems appropriate to have the
instrument corrected, and if the instrument is not corrected to the Trustee's
satisfaction, the Trustee will provide notice thereof to the Depositor and
Certificateholders.

     (c) No provision of this Trust Agreement shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act or its own misconduct; provided, however, that:

               (i) the duties and obligations of the Trustee shall be
          determined solely by the express provisions of this Trust Agreement,
          the Trustee shall not be liable except for the performance of such
          duties and obligations as are specifically set forth in this Trust
          Agreement, no implied covenants or obligations shall be read into
          this Trust Agreement against the Trustee and, in the absence of bad
          faith on the part of the Trustee, the Trustee may conclusively rely,
          as to the truth of the statements and the correctness of the
          opinions expressed therein, upon any certificates or opinions
          furnished to the Trustee that conform to the requirements of this
          Trust Agreement;

               (ii) the Trustee shall not be personally liable for an error of
          judgment made in good faith by a Responsible Officer or Responsible
          Officers of the Trustee, unless it shall be proved that the Trustee
          was negligent in ascertaining the pertinent facts;

               (iii) the Trustee shall not be personally liable with respect
          to any action taken, suffered or omitted to be taken by it in good
          faith in accordance with the direction of Holders of the Required
          Percentage--Direction of Trustee of the aggregate Voting Rights of a
          given Series (or Class or group of Classes within such Series), as
          specified in the applicable Series Supplement relating to the time,
          method and place of conducting any proceeding for any remedy
          available to the Trustee, or exercising any trust or power conferred
          upon the Trustee, under this Trust Agreement;

               (iv) the Trustee shall not be required to expend or risk its
          own funds or otherwise incur financial liability in the performance
          of any of its duties hereunder or in the exercise of any of its
          rights or powers if there is reasonable ground for believing that
          the repayment of such funds or adequate indemnity against such risk
          or liability is not reasonably assured to it;

               (v) except for actions expressly authorized by this Trust
          Agreement, the Trustee shall take no actions reasonably likely to
          impair the interests of the Trust in any Underlying Security now
          existing or hereafter acquired or to impair the value of any
          Underlying Security now existing or hereafter acquired;

               (vi) except as expressly provided in this Trust Agreement, the
          Trustee shall have no power to vary the corpus of the Trust
          including by (A) accepting any substitute obligation or asset for a
          Underlying Security initially assigned to

                                      47
<PAGE>

          the Trustee under Section 2.01, (B) adding any other investment,
          obligation or security to the Trust or (C) withdrawing from the
          Trust any Underlying Securities;

               (vii) in the event that the Paying Agent or the Certificate
          Registrar shall fail to perform any obligation, duty or agreement in
          the manner or on the day required to be performed by the Paying
          Agent or Certificate Registrar, as the case may be, under this Trust
          Agreement, the Trustee shall be obligated promptly upon its
          knowledge thereof to perform such obligation, duty or agreement in
          the manner so required;

               (viii) the Trustee shall not be liable to any Certificateholder
          for any action or non-action by it in reliance upon the advice of or
          information from legal counsel, accountants, any Certificateholder
          of a Certificate or any other person believed by it in good faith to
          be competent to give such advice or information, including, without
          limitation, the Calculation Agent, the Market Agent or the other
          party to this Trust Agreement. The Trustee may rely and shall be
          protected in acting upon any written notice, request, direction or
          other document believed by it to be genuine and to have been signed
          or presented by the proper party or parties;

               (ix) the Trustee shall not incur any liability to any
          Certificateholder if, by reason of any provision of any present or
          future law, or regulation thereunder, or any governmental authority,
          or by any reason of any act of God or war or other circumstance
          beyond the control of the relevant party, the Trustee shall be
          prevented or forbidden from doing or performing any act or thing
          which the terms of this Trust Agreement provide shall be done or
          performed; and the Trustee shall not incur any liability to any
          Certificateholder by reason of any non-performance or delay, caused
          as aforesaid, in the performance of any act or thing which the terms
          of this Trust Agreement provide shall or may be done or performed,
          or by reason of any exercise of, or failure to exercise, any
          discretion provided for in this Trust Agreement;

               (x) the Trustee shall be under no obligation whatsoever to
          appear in, prosecute or defend any action, suit or other proceeding
          in respect of any Underlying Securities;

               (xi) whenever in the administration of this Trust Agreement the
          Trustee shall deem it desirable that a matter be proved or
          established prior to taking, suffering or omitting any action
          hereunder, the Trustee (unless other evidence be herein specifically
          prescribed) may, in the absence of bad faith on its part,
          conclusively rely upon an Officers' Certificate; and

               (xii) the Trustee may consult with counsel of its selection and
          the advice of such counsel or any Opinion of Counsel shall be full
          and complete authorization and protection in respect of any action
          taken, suffered or omitted by it hereunder in reliance thereon,
          unless the Trustee's taking, suffering or omitting such action shall
          have been willful misconduct, in bad faith or negligent.

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<PAGE>

     (d) As promptly as practicable after, and in any event within 10 days
after, the occurrence of any default (as such term is defined below) hereunder
with respect to any Class of Certificates, the Trustee shall transmit by mail
to the Depositor and the Holders of Certificates of such Class in accordance
with Section 313(c) of the Trust Indenture Act, notice of such default
hereunder known to the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the
payment of the principal of or premium, if any, or interest on any Underlying
Security, the Trustee shall be protected in withholding such notice if and so
long as a trust committee of Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interests of the
Holders of the Certificates of such Class. For the purpose of this Section,
the term "default" means, with respect to any Class of Certificates, any event
that is, or after notice or lapse of time or both would become, an Event of
Default with respect to such Class of Certificates.

     (e) Within five (5) Business Days after the receipt by the Trustee of a
written application by any three or more Certificateholders stating that the
applicants desire to communicate with other Certificateholders with respect to
their rights under this Trust Agreement or under the Certificates, and
accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, and by reasonable proof that each such
applicant has owned its Certificates for a period of at least six (6) months
preceding the date of such application, the Trustee shall, at its election,
either:

               (i) afford to such applicants access to all information so
          furnished to or received by the Trustee; or

               (ii) inform such applicants as to the approximate number of
          Certificateholders according to the most recent information so
          furnished to or received by the Trustee, and as to the approximate
          cost of mailing to such Certificateholders the form of proxy or
          other communication, if any, specified in such application.

     If the Trustee shall elect not to afford to such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to all such Certificateholders copies of the form of proxy or
other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of such
mailing.

     (f) The Trustee shall file periodic reports pursuant to the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder, in accordance with the customary practices of the Depositor. The
Depositor will respond reasonably promptly to any inquiry of the Trustee as to
such customary practices of the Depositor.

     SECTION 7.02. Between Trustee and Sub-Administrative Agents. (a) Unless
otherwise provided in a Series Supplement, the Trustee may enter into
Sub-Administration Agreements with one or more Sub-Administrative Agents in
order to delegate certain of its administrative obligations with respect to a
related Series under this Trust Agreement to such Sub-Administrative Agents;
provided, however, that (i) such delegation shall not release the Trustee from
the duties, obligations, responsibilities or liabilities arising under this
Trust

                                      49
<PAGE>

Agreement; (ii) the Rating Agency Condition shall have been satisfied
with respect to the entering into of any such agreement and (iii) such
agreements are consistent with the terms of these Standard Terms and, with
respect to Certificates of any Series, the related Series Supplement. With
respect to any Series (or Class within such Series) of Certificates, each
Sub-Administration Agreement shall impose on the Sub-Administrative Agent
requirements conforming to the provisions set forth in Section 3.01 and
provide for administration of the related Trust and all or certain specified
Underlying Securities for such Series consistent with the terms of this Trust
Agreement. Additional requirements relating to the scope and contents of any
Sub-Administration Agreement may be provided in the applicable Series
Supplement. The Trustee shall deliver to the Depositor copies of all
Sub-Administration Agreements which it enters into, and any amendments or
modifications thereof, promptly upon the Trustee's execution and delivery of
any such instruments.

     (b) The Trustee shall be entitled to terminate any Sub-Administration
Agreement which it enters into and the rights and obligations of any
Sub-Administrative Agent under any Sub-Administration Agreement in accordance
with the terms and conditions of any such Sub-Administration Agreement. In the
event of a termination of any Sub-Administration Agreement, the Trustee shall
simultaneously reassume direct responsibility for all obligations delegated in
such Sub-Administration Agreement without any act or deed on the part of the
applicable Sub-Administrative Agent, the Trustee shall administer directly the
related Underlying Securities or shall enter into a Sub-Administration
Agreement with a successor Sub-Administrative Agent which so qualifies under
this Section 7.02.

     (c) Unless otherwise provided in the applicable Series Supplements, in
the event a Sub-Administrative Agent is administering one or more Underlying
Securities pursuant to a Sub-Administration Agreement, the Sub-Administrative
Agent shall be required immediately to direct the Trustee to deposit into an
Eligible Account established by such Sub-Administrative Agent (a
"Sub-Administration Account") any amounts collected with respect thereto, and
all such amounts shall be deposited into the related Certificate Account not
later than the Business Day after receipt thereof.

     SECTION 7.03. Certain Matters Affecting the Trustee. (a) Except as
otherwise provided in this Article VII:

               (i) the Trustee may request and rely upon and shall be
          protected in acting or refraining from acting upon any resolution,
          Officer's Certificate, certificate of auditors or any other
          certificate, statement, instrument, opinion, report, notice,
          request, consent, order, appraisal, bond or other paper or document
          reasonably believed by it to be genuine and to have been signed or
          presented by the proper party or parties;

               (ii) the Trustee may consult with counsel and any Opinion of
          Counsel shall be full and complete authorization and protection in
          respect of any action taken or suffered or omitted by it hereunder
          in good faith and in accordance with such Opinion of Counsel;

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<PAGE>


               (iii) the Trustee shall be under no obligation to exercise any
          of the trusts or powers vested in it by this Trust Agreement or to
          institute, conduct or defend any litigation hereunder or in relation
          hereto, at the request, order or direction of any of the
          Certificateholders, pursuant to the provisions of this Trust
          Agreement, unless such Certificateholders shall have offered to the
          Trustee reasonable security or indemnity against the costs, expenses
          and liabilities which may be incurred therein or thereby;

               (iv) the Trustee shall not be personally liable for any action
          taken, suffered or omitted by it in good faith and believed by it to
          be authorized or within the discretion or rights or powers conferred
          upon it by this Trust Agreement;

               (v) the Trustee shall not be bound to make any investigation
          into the facts of matters stated in any resolution, certificate,
          statement, instrument, opinion, report, notice, request, consent,
          order, appraisal, approval, bond or other paper or document believed
          by it to be genuine, unless requested in writing to do so by Holders
          of the Required Percentage -- Direction of Trustee of the aggregate
          Voting Rights of the affected Series (or Class or Classes within any
          such Series), as specified by the applicable Series Supplement;
          provided, however, that if the payment within a reasonable time to
          the Trustee of the costs, expenses or liabilities likely to be
          incurred by it in the making of such investigation is, in the
          opinion of the Trustee, not reasonably assured to the Trustee by the
          security afforded to it by the terms of this Trust Agreement, the
          Trustee may require reasonable indemnity against such expense or
          liability as a condition to taking any such action;

               (vi) the Trustee may execute any of the trusts or powers
          hereunder or perform any duties hereunder either directly or by or
          through agents or attorneys or a custodian; and

               (vii) the Trustee shall not be personally liable for any loss
          resulting from the investment of funds held in any Certificate
          Account or Reserve Account at the direction of the Depositor
          pursuant to Section 3.05.

     (b) All rights of action under this Trust Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by it without the
possession of any of the Certificates of any Series (or Class within such
Series), or the production thereof at the trial or other Proceeding relating
thereto, and any such suit, action or proceeding instituted by the Trustee
shall be brought in its name for the benefit of all the Holders of such
Certificates, subject to the provisions of this Trust Agreement.

     SECTION 7.04. Trustee Not Liable for Recitals in Certificates or
Underlying Securities. The Trustee assumes no responsibility for the
correctness of the recitals contained herein and in the Certificates or in any
document issued in connection with the sale of the Certificates (other than
the signature

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<PAGE>

and authentication on the Certificates). Except as set forth in
Section 7.11, the Trustee makes no representations or warranties as to the
validity or sufficiency of this Trust Agreement or of the Certificates of any
Series (other than the signature and authentication on the Certificates) or of
any Underlying Security or related document. The Trustee shall not be
accountable for the use or application by the Depositor, of any of the
Certificates or of the proceeds of such Certificates.

     SECTION 7.05. Trustee May Own Certificates. The Trustee in its individual
capacity or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Trustee; provided, however,
that in determining whether the required percentage of aggregate Voting Rights
shall have consented to any action hereunder requiring the consent of the
Certificateholders, the Trustee's interest shall be excluded.

     SECTION 7.06. Trustee's Fees and Expenses. (a) The applicable Series
Supplement shall specify the amount and circumstances of the Trustee's
compensation and the source thereof.

     (b) If the Prepaid Ordinary Expenses set forth in the Series Supplement
is greater than zero, the Trustee acknowledges that the Depositor has paid to
the Trustee an amount equal to the Prepaid Ordinary Expenses, and the Trustee
agrees that the payment of such amount shall constitute full and final
satisfaction of and payment for all Ordinary Expenses.

     (c) If the Prepaid Ordinary Expenses set forth in the Series Supplement
is zero, the Series Supplement may indicate that Ordinary Expenses will be
paid for by the Trust, in which case the Trustee shall be paid on a periodic
basis by the Trust or from the Retained Interest at the rate or amount and on
the terms provided for in the Series Supplement. The Trustee agrees that its
right to receive such payments from the Trust shall constitute full and final
satisfaction of and payment for all Ordinary Expenses and that the Trustee
shall have no claim on payment of Ordinary Expenses from any other source,
including the Depositor.

     (d) If the Prepaid Ordinary Expenses set forth in the Series Supplement
is zero, the Series Supplement may provide that the Depositor shall pay to the
Trustee from time to time a fee for its services and expenses as Trustee as
set forth in the Series Supplement payable at the times set forth therein. The
Trustee agrees that its right to receive such payments from the Depositor
shall constitute full and final satisfaction of and payment for all Ordinary
Expenses and that the Trustee shall have no claim for payment of Ordinary
Expenses from the Trust. The Trustee further agrees that, notwithstanding any
failure by the Depositor to make such periodic payments of the Ordinary
Expenses, the Trustee shall continue to perform its obligations under this
Trust Agreement. The Depositor's obligations to pay Ordinary Expenses under
this Trust Agreement shall be extinguished and of no further effect upon the
payment of Ordinary Expenses due and owing on the termination of the Trust
pursuant to Section 9.01 hereof.

     (e) Subject to subsection 7.06(f), all Extraordinary Trust Expenses, to
the extent not paid by a third party are, and shall be, obligations of the
Trust and when due and payable shall be satisfied solely by the Trust.

     (f) The Trustee shall not take any action, including appearing in,
instituting or conducting any action or suit hereunder or in relation hereto,
which is not indemnifiable under Section 7.12 hereof which, in the Trustee's
opinion, would or might cause it to incur costs, expenses or liabilities that
are Extraordinary Trust Expenses unless (i) the Trustee is satisfied that

                                      52
<PAGE>

it will have adequate security or indemnity in respect of such costs, expenses
and liabilities, (ii) the Trustee has been instructed to do so by
Certificateholders representing not less than the Required
Percentage--Remedies of the aggregate principal amount of Certificates then
outstanding, and (iii) the Certificateholders, pursuant to the instructions
given under clause (ii) above, have agreed that such costs, expenses or
liabilities shall either be (x) paid by the Trustee from the Trust, in the
case of a vote of 100% of the aggregate principal amount of Certificates then
outstanding, or (y) paid by the Trustee (which payment shall be made out of
its own funds and not from monies on deposit in the Trust) in which case the
Trustee shall be entitled to receive, upon demand, reimbursement from those
Certificateholders who have agreed to bear the entire amount of such costs,
expenses or liabilities, on a pro rata basis among such Certificateholders.

     SECTION 7.07. Eligibility Requirements for Trustee. (a) The Trustee
hereunder shall at all times be a corporation or an association which is not
an Affiliate of the Depositor, the Underlying Securities Issuer or the Credit
Support Provider (but may have normal banking relationships with such parties
and their Affiliates) organized and doing business under the laws of any State
or the United States, authorized under such laws to exercise corporate trust
powers which shall be eligible to act as a trustee under Section 310(a) of the
Trust Indenture Act, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by Federal or State
authority. If such corporation or association (or its parent) publishes
reports of conditions at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation
or association shall be deemed to be its combined capital and surplus as set
forth in its most recent report of conditions so published. Such corporation
or association (or its parent) must be rated in one of the four highest rating
categories by the Rating Agency. In the event that at any time such Trustee
shall cease to be eligible in accordance with the provisions of this Section,
such Trustee shall resign immediately in the manner and with the effect
specified in Section 7.08.

     (b) In determining whether the Trustee has a conflicting interest with
respect to any Class of Certificates under Section 310(b) of the Trust
Indenture Act and this Section, each other Class of Certificate will be
treated as having been issued under an indenture other than this Trust
Agreement.

     SECTION 7.08. Resignation or Removal of the Trustee; Appointment of
Successor Trustee. (a) The Trustee may at any time resign as Trustee hereunder
by written notice of its election so to do, delivered to the Depositor and
each Rating Agency, and such resignation shall take effect upon the
appointment of a successor Trustee and its acceptance of such appointment as
hereinafter provided; provided, however, that in the event of such
resignation, the Trustee shall (a) assist the Depositor in finding a successor
Trustee acceptable to the Depositor and (b) negotiate in good faith concerning
any prepaid but unaccrued fees.

     (b) The Depositor or Holders of the Required Percentage--Removal of
Trustee of Certificates may at any time remove the Trustee as Trustee
hereunder by written notice delivered to the Trustee and each Rating Agency in
the manner provided in Section 10.04 hereof, and such removal shall take
effect upon the appointment of the successor trustee and its acceptance of
such appointment as provided in the succeeding paragraph; provided, however,

                                      53
<PAGE>


that in the event of such removal, the Depositor shall negotiate in good faith
with the Trustee in order to agree regarding payment of the termination costs
of the Trustee resulting from such removal.

     (c) Upon the designation of a successor Trustee, following either
resignation or removal of the Trustee, the Trustee shall deliver to the
successor Trustee all records relating to the Certificates in the form and
manner then maintained by the Trustee, which shall include a hard copy thereof
upon written request of the successor Trustee.

     (d) If at any time the Trustee shall become incapable of acting or shall
be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its
property shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property of affairs for the purpose of
rehabilitation, conservation or liquidation, the Depositor shall petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee. In the event the Trustee resigns or is
removed, the Trustee shall reimburse the Depositor for any fees or charges
previously paid to the Trustee in respect of duties not yet performed under
this Trust Agreement which remain to be performed by a successor Trustee.

     (e) In case at any time the Trustee acting hereunder notifies the
Depositor that it elects to resign or the Depositor or Holders of the Required
Percentage--Removal of Trustee of Certificates notifies or notify the Trustee
that it or they elects or elect to remove the Trustee as Trustee, the
Depositor shall, within ninety (90) days after the delivery of the notice of
resignation or removal, appoint a successor Trustee, which shall satisfy the
requirements for a trustee under Section 7.07. If no successor Trustee has
been appointed within 90 days after the Trustee has given written notice of
its election to resign or the Depositor or Holders of the Required
Percentage--Removal of Trustee of Certificates have given written notice to
the Trustee of its or their election to remove the Trustee, as the case may
be, the Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee. Every successor Trustee shall execute and
deliver to its predecessor and to the Depositor an instrument in writing
accepting its appointment hereunder, and thereupon such successor Trustee,
without any further act or deed, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor and for all purposes
shall be the Trustee under this Trust Agreement, and such predecessor, upon
payment of all sums due it and on the written request of the Depositor, shall
execute and deliver an instrument transferring to such successor all rights,
obligations and powers of such predecessor hereunder, and shall duly assign,
transfer and deliver all right, title and interest in the Underlying
Securities and parts thereof to such successor Trustee. Any successor Trustee
shall promptly give notice of its appointment to the Certificateholders of
Certificates for which it is successor Trustee in the manner provided in
Section 10.04 hereof.

     (f) Any corporation into or with which the Trustee may be merged,
consolidated or converted shall be the successor of such Trustee without the
execution or filing of any document or any further act.

     SECTION 7.09. Merger or Consolidation of Trustee. Any corporation or
association into which the Trustee may be merged or converted or with which it
may be consolidated or any corporation or association resulting from any
merger, conversion or consolidation to which the Trustee shall be party, or
any corporation or association succeeding to

                                      54
<PAGE>


the trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation or association shall be eligible under
the provisions of Section 7.07, without the execution or filing of any paper
or any further act on the part of any of the parties hereto, anything herein
to the contrary notwithstanding.

     SECTION 7.10. Appointment of Office or Agency. As specified in a Series
Supplement, the Trustee shall appoint an office or agency in the City of New
York where the Certificates may be surrendered for registration of transfer or
exchange, and presented for the final distribution with respect thereto, and
where notices and demands to or upon the Trustee in respect of the
Certificates of the related Series and this Trust Agreement may be served.

     SECTION 7.11. Representations and Warranties of Trustee. The Trustee
represents and warrants that:

               (i) the Trustee is duly organized, validly existing and in good
          standing under the laws of its jurisdiction of incorporation or
          association;

               (ii) neither the execution nor the delivery by the Trustee of
          this Trust Agreement, nor the consummation by it of the transactions
          contemplated hereby nor compliance by it with any of the terms or
          provisions hereof will contravene any Federal or New York law,
          governmental rule or regulation governing the banking or trust
          powers of the Trustee or any judgment or order binding on it, or
          violate its charter documents or by-laws or constitute a default
          under (or an event which, without notice or lapse of time or both,
          would constitute a default) under, or result in the breach or
          acceleration of any material contract, indenture, mortgage,
          agreement or instrument to which it is a party or by which any of
          its properties may be bound;

               (iii) the Trustee has full power, authority and right to
          execute, deliver and perform its duties and obligations as set forth
          herein and in each Series Supplement to which it is a party and has
          taken all necessary action to authorize the execution, delivery and
          performance by it of this Trust Agreement;

               (iv) this Trust Agreement has been duly executed and delivered
          by the Trustee and constitutes the legal, valid and binding
          obligation of the Trustee, enforceable in accordance with its terms,
          except as enforcement may be limited by the applicable bankruptcy,
          insolvency, reorganization, moratorium or similar laws affecting the
          rights of creditors generally and general principles of equity
          (regardless of whether such enforceability is considered in a
          proceeding in equity or at law);

               (v) the Trustee is not in violation, and the execution and
          delivery of the Trust Agreement by the Trustee and its performance
          and compliance with the terms thereof will not constitute a
          violation, of any order or decree of any court or any order or
          regulation of any federal, state, municipal or governmental agency
          having jurisdiction over the Trustee or its properties, which
          violation would reasonably be expected to have a material adverse
          effect on the condition

                                      55
<PAGE>


          (financial or otherwise) or operations of the Trustee or its
          properties or on the performance of its duties hereunder;

               (vi) there are no actions or proceedings against, or
          investigations of, the Trustee pending, or, to the knowledge of the
          Trustee, threatened, before any court, administrative agency or
          other tribunal (A) that could reasonably be expected to prohibit its
          entering into the Trust Agreement, (B) seeking to prevent the
          issuance of the Certificates contemplated by the Trust Agreement or
          (C) that could reasonably affect the performance by the Trustee of
          its obligations under, or the validity or enforceability against the
          Trustee of, the Trust Agreement; and

               (vii) no consent, approval, authorization or order of any
          court, governmental agency or body is required for the execution,
          delivery and performance by the Trustee of, or compliance by the
          Trustee with, the Trust Agreement, or for the consummation of the
          transactions contemplated by the Trust Agreement, except for such
          consents, approvals, authorizations and orders, if any, that have
          been obtained prior to the Closing Date.

     The representations and warranties of the Trustee set forth in this
Section 7.11 shall survive the receipt of Underlying Securities by the Trustee
and shall survive the delivery of the Trust Agreement by the Trustee to the
Depositor.

     SECTION 7.12. Indemnification of Trustee by the Depositor; Contribution.
(a) The Depositor agrees, to the extent the Trustee is not reimbursed pursuant
to Section 7.06 hereof, to indemnify the Trustee against, and hold it harmless
from, any loss, expense or liability incurred in connection with any legal
action relating to this Trust Agreement or the Certificates or the performance
of any of the Trustee's duties hereunder, other than any loss, liability or
expense (i) that constitutes a specific liability of the Trustee under this
Trust Agreement or (ii) incurred by reason of willful misfeasance, bad faith
or negligence in the performance of the Trustee's duties hereunder or by
reason of reckless disregard of the Trustee's obligations and duties hereunder
or as a result of a breach of the Trustee's obligations and duties hereunder.

     (b) If the indemnification provided for in the preceding paragraph is
invalid or unenforceable in accordance with its terms, then the Depositor
shall contribute to the amount paid or payable by the Trustee as a result of
such liability in such proportion as is appropriate to reflect the relative
benefits received by the Depositor on one hand and the Trustee as Trustee on
the other hand. For this purpose (i) the benefits received by the Depositor
shall be the aggregate amount received by it upon the sale of such
Certificates, less the costs and expenses of such sale, including the cost of
acquisition of the Underlying Securities or parts thereof evidenced thereby,
and (ii) the benefits received by the Trustee as Trustee shall be the
aggregate amount of fees received by it as Trustee, less costs and expenses
incurred by it as Trustee in relation to such Certificates. If, however, the
allocation provided by the immediately preceding two sentences is not
permitted by applicable law, then the Depositor shall contribute to such
amount paid or payable by the Trustee in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Depositor on the one hand and the Trustee on the other in connection with the
actions or omissions which resulted in such liability, as well as any other
relevant equitable considerations.

                                      56
<PAGE>

     (c) In case any claim shall be made or action brought against the Trustee
for any reason for which indemnity may be sought against the Depositor as
provided above, the Trustee shall promptly notify the Depositor in writing
setting forth the particulars of such claim or action and the Depositor may
assume the defense thereof. In the event that the Depositor assumes the
defense, the Trustee shall have the right to retain separate counsel in any
such action but shall bear the fees and expenses of such counsel unless (i)
the Depositor shall have specifically authorized the retaining of such counsel
or (ii) the parties to such suit include the Trustee and the Depositor, and
the Trustee has been advised in writing by such counsel that one or more legal
defenses may be available to it which may not be available to the Depositor,
in which case the Depositor shall not be entitled to assume the defense of
such suit notwithstanding its obligation to bear the reasonable fees and
expenses of such counsel.

     (d) The term "liability," as used in this Section 7.12, shall include any
losses, claims, damages, expenses (including without limitation the Trustee's
reasonable costs and expenses) in defending itself against any losses, claims
or investigations of any nature whatsoever.

     (e) The obligations of the Depositor under this Section 7.12 shall be in
addition to any liability which the Depositor may otherwise have and shall
extend, upon the same terms and conditions, to each officer and director of
the Trustee, and to each person, if any, who controls the Trustee within the
meaning of the Exchange Act.

     (f) Notwithstanding anything to the contrary contained in this Section
7.12, the Depositor shall not be liable for settlement of any such claim by
the Trustee entered into without the prior written consent of the Depositor,
which consent shall not be unreasonably withheld.

     (g) The indemnity provided in this Section shall survive the termination
or discharge of this Trust Agreement.

     SECTION 7.13. Indemnification of Depositor by Trustee. The Trustee, in
its individual capacity and not from the assets of the Trust, shall indemnify
the Depositor and any successor trustee against any losses, claims, damages,
expenses (including without limitation the Depositor's costs and expenses in
defending itself against any losses, claims or investigations of any nature
whatsoever) or other liabilities, joint or several, which may arise out of
acts performed or omitted by the Trustee or its agents due to its or their
negligence, bad faith or willful misconduct.

     SECTION 7.14. No Liability of the Trustee with Respect to the Underlying
Securities; Certificateholders to Proceed Directly Against the Issuer(s). (a)
The sole obligor with respect to any Underlying Security is the Issuer
thereof. The Trustee shall not have any obligation on or with respect to the
Underlying Securities; and its obligations with respect to Certificates shall
be solely as set forth in this Trust Agreement.

     (b) The Trustee is not authorized to proceed against the Issuer of any
Underlying Security in the event of a default or to assert the rights and
privileges of

                                      57
<PAGE>


Certificateholders of Certificates and has no duty in respect
thereof except as expressly provided herein.

     SECTION 7.15. The Depositor To Furnish Trustee with Names and Addresses
of Certificateholders. The Depositor will furnish to the Trustee within 15
days after each Record Date with respect to any Distribution Date, and at such
other times as the Trustee may request in writing, within 30 days after
receipt by the Depositor of any such request, a list, in such form as the
Trustee may reasonably require, of all information in the possession or
control of the Depositor as to the names and addresses of the
Certificateholders, in each case as of a date not more than 15 days prior to
the time such list is furnished; provided, however, that so long as the
Trustee is the sole Certificate Registrar, no such list need be furnished.

     SECTION 7.16. Preservation of Information. The Trustee shall preserve, in
as current a form as is reasonably practicable, the names and addresses of
Certificateholders contained in the most recent list furnished to the Trustee
as provided in Section 7.15, and the names and addresses of Certificateholders
received by the Trustee in its capacity as Certificate Registrar, if so
acting. The Trustee may destroy any list furnished to it as provided in
Section 7.15, upon receipt of a new list so furnished.

     SECTION 7.17. Reports by Trustee. If required, within 60 days after May
15 of each year, commencing with the year 1998, the Trustee shall transmit to
the Certificateholders, as provided in Section 313(c) of the Trust Indenture
Act, a brief report dated as of such May 15, if required by Section 313(a) of
the Trust Indenture Act.

     SECTION 7.18. Trustee's Application for Instructions from the Depositor.
Any application by the Trustee for written instructions from the Depositor
may, at the option of the Trustee, set forth in writing any action proposed to
be taken or omitted by the Trustee under this Trust Agreement and the date on
and/or after which such action shall be taken or such omission shall be
effective, if, but only if, the obligations of the Trustee with respect to
such proposed action or omission are not set forth reasonably clearly in these
Standard Terms and the related Series Supplement. The Trustee shall not be
liable for any action taken by, or omission of, the Trustee in accordance with
a proposal included in such application on or after the date specified in such
application (which date shall not be less than ten (10) Business Days after
the date an officer of the Depositor actually receives such application,
unless any such officer shall have consented in writing to any earlier date)
unless, prior to taking any such action (or the effective date in the case of
an omission), the Trustee shall have received written instructions in response
to such application specifying the action to be taken or omitted; provided,
however, that this provision shall not protect the Trustee from liability for
any action or omission constituting willful misconduct, bad faith or
negligence.

                                 ARTICLE VIII

                                 Market Agent

     SECTION 8.01. Market Agent. (a) If specified for a specific Series, on
the Closing Date the Trustee shall enter into a Market Agent Agreement with
Bear Stearns & Co. Inc.,

                                      58
<PAGE>

as the initial Market Agent, in the form attached to
the related Series Supplement. The Market Agent shall serve as such under the
terms and provisions hereof and of the Market Agent Agreement. The Market
Agent, including any successor appointed pursuant hereto, shall be a member of
the National Association of Securities Dealers, Inc., have capitalization of
at least $25,000,000, and be authorized by law to perform all the duties
imposed upon it by this Trust Agreement and the Market Agent Agreement. The
Market Agent may be removed at any time by the Trustee, acting at the
direction of the Depositor; provided, however, that such removal shall not
take effect until the appointment of a successor Market Agent. The Market
Agent may resign upon 30 days' written notice delivered to the Trustee. The
Trustee shall use its best efforts to appoint a successor Market Agent that is
a qualified institution, effective as of the effectiveness of any such
resignation or removal.

                                  ARTICLE IX

                                  Termination

     SECTION 9.01. Termination upon Liquidation of All Underlying Securities.
(a) The respective obligations and responsibilities under this Trust Agreement
of the Depositor, and the Trustee (other than the obligations of the Trustee
to make distributions to Holders of the Certificates of any given Series as
hereafter set forth and to provide information reports and information tax
reporting) shall terminate upon the distribution to such Holders of all
amounts held in all the Accounts for such Series and required to be paid to
such Holders pursuant to this Trust Agreement on the Distribution Date
coinciding with the final payment on or other liquidation (which may include
redemption or other purchase thereof by the applicable Issuer) (or any Advance
with respect thereto) of the last Underlying Security remaining in the Trust
for such Series or the disposition of all property acquired upon liquidation
of any such Underlying Security; provided, however, that in no event shall the
Trust created hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James, living on the date
hereof.

     (b) Written notice of any termination shall be provided as set forth in
Section 10.04.

     (c) Upon presentation and surrender of the Certificates by the
Certificateholders to the Trustee at the locations specified in Section 5.05
on the Final Scheduled Distribution Date or the Distribution Date coinciding
with or next following the earlier to occur of the occurrences specified in
9.01(a), with respect to the applicable Series of Certificates, the Trustee
shall, upon its cancellation of each surrendered Certificate, distribute to
each Holder presenting and surrendering its Certificates (i) the amount
otherwise distributable on such Distribution Date in accordance with Section
4.01 in respect of the Certificates so presented and surrendered, or (ii) as
specified in the applicable Series Supplement, if in connection with the
Trustee's sale of all the remaining Underlying Securities. Any funds not
distributed on such Distribution Date shall be set aside and held in trust for
the benefit of Certificateholders not presenting and surrendering their
Certificates in the aforesaid manner, and shall be disposed of in accordance
with this Section 9.01 and Section 4.01 hereof. Immediately following the
deposit of funds in trust hereunder, the Trust for such Series shall
terminate.

                                      59
<PAGE>

                                  ARTICLE X

                           Miscellaneous Provisions

     SECTION 10.01. Amendment. (a) This Trust Agreement may be amended from
time to time by the Depositor and the Trustee without the consent of any of
the Certificateholders for any of the following purposes: (i) to cure any
ambiguity or to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein or to provide for
any other terms or modify any other provisions with respect to matters or
questions arising under this Trust Agreement which shall not adversely affect
the interests of the Holders in any material respect; or (ii) to evidence and
provide for the acceptance of appointment hereunder of a change in Trustee as
Trustee for a Series of Certificates subsequent to the Closing Date for such
Series, and to add to or change any of the provisions of this Trust Agreement
as shall be necessary to provide for or facilitate the administration of the
separate Trusts hereunder by more than one trustee, pursuant to the
requirements of Section 5.01 hereof; or (iii) to evidence and provide for the
acceptance of appointment hereunder by a successor Trustee with respect to the
Certificate of one or more Series or to add or change any of the provisions of
this Trust Agreement as shall be necessary to provide for or facilitate the
administration of the trusts hereunder; or (iv) to provide for the issuance of
a new Series of Certificates pursuant to a Series Supplement issued hereunder
pursuant to Sections 5.01 and 5.12 hereof; provided, however, that in the case
of any amendment the Rating Agency Condition shall be satisfied with respect
to such amendment and that no such amendment shall cause any Trust created
hereunder (as evidenced by an Opinion of Counsel) to fail to qualify as a
fixed investment trust for federal income tax purposes.

     (b) Without limiting the generality of the foregoing, with respect to any
Series, unless otherwise specified in a related Series Supplement, this Trust
Agreement may also be modified or amended from time to time by the Depositor
and the Trustee with the consent of the Holders of Certificates representing
the Required Percentage-Amendment of the aggregate Voting Rights of those
Certificates to which such modification or amendment relates for the purpose
of adding any provisions to or changing in any manner or eliminating any of
the provisions of this Trust Agreement or of modifying in any manner the
rights of the Holders of Certificates; provided, however, that, unless
otherwise specified in a related Series Supplement, no such amendment shall
(i) reduce in any manner the amount of, or delay the timing of, payments
received on Underlying Securities which are required to be distributed on any
Certificate without the consent of the Holders of such Certificates, (ii)
adversely affect in any material respect the interests of the Holders of any
Series (or Class within such Series) of Certificates in a manner other than as
described in (i), without the consent of the Holders of Certificates of such
Series or Class evidencing not less than the Required Percentage-- Amendment
of the aggregate Voting Rights of such Series or Class or (iii) reduce the
percentage of aggregate Voting Rights required by (ii), as described in (ii),
without the consent of the Holders of all Certificates of such Series or Class
then Outstanding.

     Notwithstanding any other provision of this Trust Agreement, for purposes
of the giving or withholding of consents pursuant to this Section 10.01,
Certificates registered in the name of the Depositor or the Trustee or any
Affiliate thereof shall be entitled to Voting Rights with respect to matters
affecting such Certificates; and provided, further, that in the event the

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<PAGE>

Rating Agency Condition is not satisfied with respect to such modification or
amendment, the Required Percentage--Amendment shall be increased to require an
aggregate percentage of the aggregate Voting Rights in the amount specified in
the applicable Series Supplement. Notwithstanding any other provision of this
Trust Agreement, this Section 10.02(b) shall not be amended without the
unanimous consent of the Holders of all such Certificates.

     (c) Promptly after the execution of any such amendment or modification,
the Trustee shall furnish a copy of such amendment or modification to each
Certificateholder of the affected Series or Class and to the Rating Agency. It
shall not be necessary for the consent of Certificateholders under this
Section to approve the particular form of any proposed amendment, but it shall
be sufficient if such consent shall approve the substance thereof. The manner
of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

     SECTION 10.02. Limitation on Rights of Certificateholders. (a) The death
or incapacity of any Certificateholder shall not operate to terminate this
Trust Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the applicable Trust,
nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.

     (b) No Certificateholder of a given Series shall have any right to vote
(except as expressly provided for herein) or in any manner otherwise control
the operation and management of any Trust, or the obligations of the parties
hereto, nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from
time to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken by the parties to this Trust Agreement pursuant to any provision
hereof.

     (c) No Certificateholder of a given Series shall have any right by virtue
of any provision of this Trust Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Trust
Agreement, unless (i) such Holder previously shall have given to the Trustee a
written notice of breach and of the continuance thereof, (ii) the Holders of
Certificates of such Series evidencing not less than the Required
Percentage--Remedies of the aggregate Voting Rights of such Series shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby, (iii) the Trustee,
for 15 days after its receipt of such notice, request and offer of indemnity,
shall have neglected or refused to institute any such action, suit or
proceeding, and (iv) no direction inconsistent with such written request has
been given to the Trustee during such 15-day period by Certificateholders
evidencing not less than the Required Percentage--Remedies of the aggregate
Voting Rights of such Series. It is understood and agreed that the Trustee
shall not be obligated to make any investigation of matters arising under this
Trust Agreement or to institute, conduct or defend any litigation hereunder or
in relation hereto at the request, order or direction of any
Certificateholders unless such Certificateholders have offered to the Trustee
the reasonable security or indemnity referred to above. It is further
understood and agreed, and expressly covenanted by each

                                      61

<PAGE>

Certificateholder of each Series with every other Certificateholder of such
Series and the Trustee, that no one or more Holders of Certificates of such
Series shall have any right in any manner whatever by virtue of any provision
of this Trust Agreement to affect, disturb or prejudice the rights of the
Holders of any other of the Certificates of such Series, or to obtain or seek
to obtain priority over or preference to any other such Holder, or to enforce
any right under this Trust Agreement, except in the manner herein provided and
for the equal, ratable and common benefit of all Certificateholders of such
Series. For the protection and enforcement of the provisions of this Section,
each and every Certificateholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.

SECTION 10.03. GOVERNING LAW. THIS TRUST AGREEMENT 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 IN THE STATE OF NEW YORK AND
WITHOUT GIVING EFFECT 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.

     SECTION 10.04. Notices. (a) All directions, demands and notices hereunder
shall be in writing and shall be delivered as set forth in the applicable
Series Supplement.

     (b) Any notice required to be provided to a Holder of a Registered
Certificate shall be given by first class mail, postage prepaid, at the last
address of such Holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Trust Agreement shall be
conclusively presumed to have been duly given when mailed, whether or not the
Certificateholder receives such notice.

     (c) Any and all notices to be given to the Depositor shall be deemed to
have been duly given if sent by facsimile transmission to the Depositor at 245
Park Avenue, New York New York 10167 Attention: Ranada Fergerson, through
facsimile transmission number (212) 272-4933, telephone confirmation number
(212) 272-3352. The Depositor may change this information by written notice to
the Trustee.

     (d) Any and all notices to be given to the Trustee shall be deemed to
have been duly given if sent by facsimile transmission to the Trustee at 100
Wall Street, Suite 1600, New York, New York 10005, Attention: Marlene Fahey,
through facsimile transmission number (212) 809-5459, telephone confirmation
number (212) 361-2510. The Trustee may change this information by notice to
the Depositor.

     (e) Any and all notices to be given to the Swap Counterparty, if any,
will be specified in the Series Supplement.

     SECTION 10.05. Notice to Rating Agencies. (a) The Trustee shall use its
best efforts promptly to provide notice to each Rating Agency with respect to
each of the following:

          (i)  any change or amendment to this Trust Agreement;

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<PAGE>


          (ii) the resignation or termination of the Trustee;

          (iii) the final payment to Holders of the Certificates of any Class;

          (iv) any change in the location of the Certificate Account; and

          (v)  any event that would result in the inability of the Trustee to
               make Advances.

     (b) In addition, the Trustee shall promptly furnish to each Rating Agency
copies of each report to Certificateholders described in Section 4.03.

     (c) Any such notice pursuant to this Section shall be in writing and
shall be deemed to have been duly given if personally delivered or mailed by
first class mail, postage prepaid, or by express delivery service to each
Rating Agency at the address specified below or in the applicable Series
Supplement.

     (d) (i) Any and all notices to be given to Moody's shall be deemed to
have been duly given if sent by facsimile transmission to Moody's at Moody's
Investors Service, Inc., 99 Church Street, New York, New York 10007,
Attention: CBO/CLO Monitoring Department, facsimile transmission number (212)
553-0355, telephone confirmation number (212) 553-1494. Moody's may change
this information by notice to the Depositor and the Trustee.

               (ii) Any and all notices to be given to S&P shall be deemed to
          have been duly given if sent by facsimile transmission to S&P at
          Standard & Poor's, a division of The McGraw-Hill Companies, Inc. 55
          Water Street, New York, New York, 10041, Attention: Structured
          Finance Surveillance Group, facsimile transmission number (212)
          438-2664, telephone confirmation number (212) 438-2482. S&P may
          change this information by notice to the Depositor and the Trustee.

     SECTION 10.06. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Trust Agreement shall be
for any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Trust Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Trust
Agreement or of the Certificates or the rights of the Holders thereof.

     SECTION 10.07. Grant of Security Interest. (a) It is the express intent
of the parties hereto that each conveyance of any Underlying Securities by the
Depositor to the Trustee be, and be construed as, a sale of the Underlying
Securities by the Depositor and not a pledge of any Underlying Securities by
the Depositor to secure a debt or other obligation of the Depositor.

                                      63
<PAGE>

     (b) In the event that, notwithstanding the aforementioned intent of the
parties, any Underlying Securities are held to be property of the Depositor,
then, (x) it is the express intent of the parties that such conveyance be
deemed a pledge of such Underlying Securities by the Depositor to the Trustee
to secure a debt or other obligation of the Depositor and (y)(1) this Trust
Agreement shall also be deemed to be a security agreement within the meaning
of Articles 8 and 9 of the Uniform Commercial Code as in effect from time to
time in the State of New York, or such other State as may be specified in the
related Series Supplement; (2) the conveyance provided for in Section 2.01
hereof shall be deemed to be a grant by the Depositor to the Trustee of a
security interest in all the Depositor's right, title and interest in and to
such Underlying Securities and all amounts payable to the holders of such
Underlying Securities in accordance with the terms hereof and all proceeds of
the conversion, voluntary or involuntary, of the foregoing into cash,
instruments, securities or other property including all amounts from time to
time held or invested in the applicable Certificate Account, whether in the
form of cash, instruments, securities or other property; (3) the obligations
secured by such security agreement shall be deemed to be all the Depositor's
obligations under this Trust Agreement, including the obligation to provide to
the Certificateholders the benefits of this Trust Agreement relating to such
Underlying Securities and the applicable Trust; and (4) notifications to
persons holding such property, and acknowledgements, receipts or confirmations
from persons holding such property, shall be deemed notifications to, or
acknowledgements, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Trustee for the purpose of perfecting
such security interest under applicable law.

     Accordingly, the Depositor hereby grants to the Trustee a security
interest in the Underlying Securities and all other property described in
clause (y)(2) of the preceding paragraph, for the purpose of securing to the
Trustee the performance by the Depositor of the obligations described in
clause (y)(3) of the preceding paragraph. Notwithstanding the foregoing, the
parties hereto intend the Grant pursuant to Section 2.01 to be a true,
absolute and unconditional sale of the Underlying Securities and assets
constituting the applicable Trust by the Depositor to the Trustee.

     (c) The Depositor and the Trustee shall to the extent consistent with
this Trust Agreement, take such actions as may be necessary to ensure that, if
this Trust Agreement were deemed to create a security interest in the
Underlying Securities, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such for so long as any of the Underlying Securities remain
outstanding. Without limiting the generality of the foregoing, the Trustee
shall file, or shall cause to be filed, all filings necessary to maintain the
effectiveness of any original filings necessary under the Uniform Commercial
Code as in effect in any jurisdiction to perfect the Trustee's security
interest in or lien on the Underlying Securities, including (x) continuation
statements and (y) such other statements as may be occasioned by (1) any
change of name of the Depositor or the Trustee, (2) any change of location of
the place of business or the chief executive office of the Depositor or (3)
any transfer of any interest of the Depositor in any Underlying Security.

     SECTION 10.08. Nonpetition Covenant. Notwithstanding any prior
termination of this Trust Agreement, each of the Trustee (including any
Sub-Administrative Agent, Authenticating Agent, Calculation Agent, or Paying
Agent), the Depositor and each Certificateholder agrees that it shall not,
until the date which is one year and one day after the termination of the
Trust acquiesce, petition or otherwise invoke or cause the Trust to invoke the
process of the United States of America, any State or other political
subdivision thereof or any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government for the
purpose of commencing or sustaining a case by or against the Trust under a
Federal or state bankruptcy, insolvency or similar law or appointing a
receiver,

                                      64

<PAGE>

liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Trust or all or any part of the property or assets of
the Trust or ordering the winding up or liquidation of the affairs of the
Trust.

     SECTION 10.09. No Recourse. Neither the Trustee (including any
Sub-Administrative Agent, Authenticating Agent, Calculation Agent, or Paying
Agent) nor the Depositor shall have any recourse to the Underlying Securities,
except for as specifically provided in the related Series Supplement.

     SECTION 10.10. Article and Section References. All article and section
references used in these Standard Terms, unless otherwise provided, are to
articles and sections in these Standard Terms.

     SECTION 10.11. Counterparts. These Standard Terms may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute one and
the same instrument.

     SECTION 10.12. Trust Indenture Act Controls. This Trust Agreement is
subject to the provisions of the Trust Indenture Act and shall, to the extent
applicable, be governed by such provisions. The Trustee agrees to take all
actions within its control to prevent these Standard Terms, as supplemented by
any Series Supplements, from failing to qualify under the Trust Indenture Act.

     SECTION 10.13. Segregation Provisions.

     (a) Each Trust established hereunder is a legal entity separate and apart
from each other Trust established by the Depositor under this Agreement or
otherwise.

     (b) Pursuant to Section 2.01 hereof, each Trust will issue only one
Series of securities, unambiguously identified with the Underlying Securities
unambiguously identified on a series-by-series basis in the Basic Documents,
and the Underlying Securities will be held separate and apart from the
Underlying Securities relating to any other Series and separate and apart from
any property backing any other securities caused to be issued by the
Depositor.

     (c) Any swap transaction entered into by a Trust for a Series will be
separate from any other swap transaction for any other Series.

     (d) A first priority ownership or, pursuant to Section 10.07 hereof,
security interest shall be created and perfected over all of the Underlying
Securities with respect to each Series and it shall be enforceable
notwithstanding the related Trust's insolvency.

     (e) The certificateholders of each Series shall have recourse solely to
the Underlying Securities deposited in the Trust issuing such Series, and not
to any Underlying Securities or other property deposited in any other Trust.
If the foregoing provisions of this paragraph 10.13(e) are unenforceable for
any reason, or for any reason notwithstanding such provisions any
certificateholder with respect to a Series issued by a Trust is deemed to have
an interest in the assets of a different Trust (the "Non-Issuing Trust") such
interest shall be subordinate to the interest of the holders of Certificates
issued by the Non-Issuing Trust.

                                      65
<PAGE>

Such Certificateholders are deemed to agree that the preceding sentence
constitutes a subordination agreement for purposes of Section 510(a) of the
Bankruptcy Code. Creditors of the Depositor, and claimants with respect to
trusts established pursuant to other instruments, shall have no recourse with
respect to the assets of any Trust established hereunder.

     (f) Except as provided in Section 10.02(b) hereof, only the Trustee shall
be entitled to exercise remedies on behalf of the certificateholders in
accordance with the related Series Supplement.

     (g) Any difference between the amount realized from the Underlying
Securities upon enforcement of the Underlying Securities and the amount that
otherwise would have been due pursuant to the related Series Supplement will
not constitute a claim against the related Trust any other Trust, the
Depositor, the Trustee or any of their Affiliates.

     (h) Each Trust shall not sell, assign or transfer the Underlying
Securities except as expressly provided for herein or in the related Series
Supplement.

     (i) The Depositor agrees that it shall not issue any debt obligations
unless the Rating Agency Condition is satisfied with respect to such issuance.

                                      66
<PAGE>


     IN WITNESS WHEREOF, the Depositor and the Trustee have caused their names
to be signed hereto by their respective officers thereunto duly authorized, in
each case as of the day and year first above written.

                                 BEAR STEARNS DEPOSITOR INC.,
                                 as Depositor


                                 By: /s/ T. Kelley Millet
                                    ___________________________________________
                                    Name:  T. Kelley Millet
                                    Title: President


                                 U.S. BANK TRUST NATIONAL ASSOCIATION,
                                 as Trustee


                                 By: /s/ Marlene Fahey
                                     ___________________________________________
                                     Name:  Marlene Fahey
                                     Title: Vice President


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     Reconciliation and tie between the Trust Agreement dated as of June 19,
2001 and the Trust Indenture Act of 1939 as amended. This reconciliation does
not constitute part of Trust Agreement.

                 Trust Indenture Act                               Trust
                   of 1939 Section                           Agreement Section

                       310(a)(1)                                   7.07
                          (a)(2)                                   7.07
                          (a)(5)                                   7.07
                          310(b)                                   7.07
                          312(a)                                   7.15
                          313(a)                                   7.17
                          314(a)                                   3.10
                          (c)(1)                                   1.03
                          (c)(2)                                   1.03
                             (e)                                   1.03
                       315(a)(1)                                   7.01(a)
                       315(a)(2)                                   7.03(a)
                          315(b)                                   7.01(d)
                          315(d)                                   7.01(c)
                    316(a)(1)(A)                                   5.19
                       (a)(1)(B)                                   5.20
                             (b)                                   5.21
                             (c)                                   1.03(b)
                       317(a)(1)                                   5.18
                             (b)                                   5.13
                          318(a)                                  10.12


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                      STANDARD TERMS FOR TRUST AGREEMENTS
                                    between

                         BEAR STEARNS DEPOSITOR INC.,

                                 as Depositor

                                      and

                     U.S. BANK TRUST NATIONAL ASSOCIATION,

                                  as Trustee

                          TRUST CERTIFICATES (TRUCs)






                           Dated as of June 19, 2001



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                               TABLE OF CONTENTS

                                                                                                               Page

                                   ARTICLE I
                          Definitions and Assumptions

<S>     <C>                                                                                                      <C>
SECTION 1.01.         Definitions.................................................................................1
SECTION 1.02.         Rules of Construction......................................................................15
SECTION 1.03.         Compliance Certificates and Opinions; Record Date..........................................16

                                  ARTICLE II
               Declaration of Trusts; Issuance of Certificates; Purpose and Classification of Trusts

SECTION 2.01.         Creation and Declaration of Trusts:  Assignment of Underlying Securities...................17
SECTION 2.02.         Acceptance by Trustee......................................................................18
SECTION 2.03.         Representations and Warranties of the Depositor............................................18
SECTION 2.04.         Breach of Representation, Warranty or Covenant.............................................19
SECTION 2.05.         Agreement to Authenticate and Deliver Certificates.........................................19

                                  ARTICLE III
                         Administration of each Trust

SECTION 3.01.         Administration of each Trust...............................................................20
SECTION 3.02.         Collection of Certain Underlying Security Payments.........................................20
SECTION 3.03.         Certificate Account........................................................................20
SECTION 3.04.         Liquidation of the Underlying Securities...................................................21
SECTION 3.05.         Investment of Funds in the Accounts........................................................21
SECTION 3.06.         Maintenance of Credit Support..............................................................22
SECTION 3.07.         Realization Upon Defaulted Underlying Securities...........................................23
SECTION 3.08.         Retained Interest..........................................................................23
SECTION 3.09.         Access to Certain Documentation............................................................24
SECTION 3.10.         Reports by the Depositor.  The Depositor shall:............................................24
SECTION 3.11.         Charges and Expenses.......................................................................25
SECTION 3.12.         Underlying Securities Reporting Failure....................................................25

                                  ARTICLE IV
                Distributions and Reports to Certificateholders

SECTION 4.01.         Distributions..............................................................................25
SECTION 4.02.         Distributions on Certificates..............................................................25
SECTION 4.03.         Reports to Certificateholders..............................................................27
SECTION 4.04.         Advances...................................................................................28
SECTION 4.05.         Allocation of Realized Losses and Trust Expenses...........................................29
SECTION 4.06.         Compliance with Withholding Requirements...................................................29
SECTION 4.07.         Optional Exchange..........................................................................29


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                                   ARTICLE V
                               The Certificates

SECTION 5.01.         The Certificates...........................................................................31
SECTION 5.02.         Execution, Authentication and Delivery.....................................................32
SECTION 5.03.         Temporary Certificates.....................................................................32
SECTION 5.04.         Registration; Registration of Transfer and Exchange........................................32
SECTION 5.05.         Mutilated, Destroyed, Lost and Stolen Certificates.........................................35
SECTION 5.06.         Persons Deemed Owners......................................................................36
SECTION 5.07.         Cancellation...............................................................................36
SECTION 5.08.         Global Securities..........................................................................36
SECTION 5.09.         Notices to Depository......................................................................37
SECTION 5.10.         Definitive Certificates....................................................................37
SECTION 5.11.         Currency of Distributions in Respect of Certificates.......................................38
SECTION 5.12.         Conditions of Authentication and Delivery of New Series....................................39
SECTION 5.13.         Appointment of Paying Agent................................................................40
SECTION 5.14.         Authenticating Agent.......................................................................40
SECTION 5.15.         Voting Rights with Respect to Underlying Securities........................................41
SECTION 5.16.         Actions by Certificateholders..............................................................42
SECTION 5.17.         Events of Default..........................................................................42
SECTION 5.18.         Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit.........................43
SECTION 5.19.         Control by Certificateholders..............................................................43
SECTION 5.20.         Waiver of Past Defaults....................................................................43
SECTION 5.21.         Right of Certificateholders to Receive Payments Not to Be Impaired.........................44
SECTION 5.22.         Remedies Cumulative........................................................................44

                                  ARTICLE VI
                                 The Depositor

SECTION 6.01.         Liability of the Depositor.................................................................44
SECTION 6.02.         Limitation on Liability of the Depositor...................................................44
SECTION 6.03.         Depositor May Purchase Certificates........................................................45
SECTION 6.04.         Merger or Consolidation of the Depositor...................................................46
SECTION 6.05.         No Liability of the Depositor with Respect to the Underlying Securities;
                      Certificateholders to Proceed Directly Against the Issuer(s)...............................46

                                  ARTICLE VII
                            Concerning the Trustee

SECTION 7.01.         Duties of Trustee..........................................................................46
SECTION 7.02.         Between Trustee and Sub-Administrative Agents..............................................49
SECTION 7.03.         Certain Matters Affecting the Trustee......................................................50
SECTION 7.04.         Trustee Not Liable for Recitals in Certificates or Underlying Securities...................51
SECTION 7.05.         Trustee May Own Certificates...............................................................52
SECTION 7.06.         Trustee's Fees and Expenses................................................................52

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SECTION 7.07.         Eligibility Requirements for Trustee.......................................................53
SECTION 7.08.         Resignation or Removal of the Trustee; Appointment of Successor Trustee....................53
SECTION 7.09.         Merger or Consolidation of Trustee.........................................................54
SECTION 7.10.         Appointment of Office or Agency............................................................55
SECTION 7.11.         Representations and Warranties of Trustee..................................................55
SECTION 7.12.         Indemnification of Trustee by the Depositor; Contribution..................................56
SECTION 7.13.         Indemnification of Depositor by Trustee....................................................57
SECTION 7.14.         No Liability of the Trustee with Respect to the Underlying Securities;
                      Certificateholders to Proceed Directly Against the Issuer(s)...............................57
SECTION 7.15.         The Depositor To Furnish Trustee with Names and Addresses of Certificateholders............58
SECTION 7.16.         Preservation of Information................................................................58
SECTION 7.17.         Reports by Trustee.........................................................................58
SECTION 7.18.         Trustee's Application for Instructions from the Depositor..................................58

                                 ARTICLE VIII
                                 Market Agent

SECTION 8.01.         Market Agent...............................................................................58

                                  ARTICLE IX
                                  Termination

SECTION 9.01.         Termination upon Liquidation of All Underlying Securities..................................59

                                   ARTICLE X
                           Miscellaneous Provisions

SECTION 10.01.        Amendment..................................................................................60
SECTION 10.02.        Limitation on Rights of Certificateholders.................................................61
SECTION 10.03.        GOVERNING LAW..............................................................................62
SECTION 10.04.        Notices....................................................................................62
SECTION 10.05.        Notice to Rating Agencies..................................................................62
SECTION 10.06.        Severability of Provisions.................................................................63
SECTION 10.07.        Grant of Security Interest.................................................................63
SECTION 10.08.        Nonpetition Covenant.......................................................................64
SECTION 10.09.        No Recourse................................................................................65
SECTION 10.10.        Article and Section References.............................................................65
SECTION 10.11.        Counterparts...............................................................................65
SECTION 10.12.        Trust Indenture Act Controls...............................................................65
SECTION 10.13.        Segregation Provisions.....................................................................65

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