Exhibit 4.1

                      STANDARD TERMS FOR TRUST AGREEMENTS
                                    between

                              SELECT ASSET INC.,

                                 as Depositor

                                      and

                                  [TRUSTEE],

                                  as Trustee

                      CORPORATE-BACKED TRUST CERTIFICATES





                             Dated as of [______]


<PAGE>



                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<CAPTION>


                                                                                                              Page


                                   ARTICLE I

                          Definitions and Assumptions


<S>                      <C>                                                                                     <C>
SECTION 1.01.            Definitions..............................................................................1
SECTION 1.02.            Rules of Construction...................................................................19
SECTION 1.03.            Compliance Certificates and Opinions; Record Date.......................................19

                                  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................20
SECTION 2.02.            Acceptance by Trustee...................................................................22
SECTION 2.03.            Representations and Warranties of the Depositor.........................................22
SECTION 2.04.            Breach of Representation, Warranty or Covenant..........................................24
SECTION 2.05.            Agreement to Authenticate and Deliver Certificates......................................24



                                  ARTICLE III

                         Administration of each Trust

SECTION 3.01.            Administration of each Trust............................................................25
SECTION 3.02.            Collection of Certain Underlying Security Payments......................................25
SECTION 3.03.            Certificate Account.....................................................................25
SECTION 3.04.            Liquidation of the Underlying Securities; Sale Procedures...............................26
SECTION 3.05.            Investment of Funds in the Accounts.....................................................27
SECTION 3.06.            Maintenance of Credit Support...........................................................27
SECTION 3.07.            Realization Upon Defaulted Underlying Securities........................................28
SECTION 3.08.            Access to Certain Documentation.........................................................28
SECTION 3.09.            Preparation and Filing of Exchange Act Reports; Obligations of the
                         Depositor and the Trustee...............................................................29
SECTION 3.10.            Charges and Expenses....................................................................31
SECTION 3.11.            SEC Reporting Failure...................................................................31


                                  ARTICLE IV

                Distributions and Reports to Certificateholders

SECTION 4.01.            Distributions...........................................................................31
SECTION 4.02.            Distributions on Certificates...........................................................39
SECTION 4.03.            Reports to Certificateholders...........................................................40

                                       i
<PAGE>

SECTION 4.04.            Allocation of Realized Losses and Trust Expenses........................................42
SECTION 4.05.            Compliance with Withholding Requirements................................................42
SECTION 4.06.            Optional Exchange.......................................................................43
SECTION 4.07.            Optional Call...........................................................................46


                                   ARTICLE V

                               The Certificates

SECTION 5.01.            The Certificates........................................................................47
SECTION 5.02.            Execution, Authentication and Delivery..................................................48
SECTION 5.03.            Temporary Certificates..................................................................48
SECTION 5.04.            Registration; Registration of Transfer and Exchange.....................................49
SECTION 5.05.            Mutilated, Destroyed, Lost and Stolen Certificates......................................55
SECTION 5.06.            Persons Deemed Owners...................................................................55
SECTION 5.07.            Cancellation............................................................................56
SECTION 5.08.            Global Securities.......................................................................56
SECTION 5.09.            Notices to Depository...................................................................57
SECTION 5.10.            Definitive Certificates.................................................................57
SECTION 5.11.            Currency of Distributions in Respect of Certificates....................................58
SECTION 5.12.            Conditions of Authentication and Delivery of New Series.................................58
SECTION 5.13.            Appointment of Paying Agent.............................................................59
SECTION 5.14.            Authenticating Agent....................................................................60
SECTION 5.15.            Voting Rights with Respect to Underlying Securities.....................................61
SECTION 5.16.            Actions by Certificateholders...........................................................62
SECTION 5.17.            Notices of Events of Default, Defeasance................................................62
SECTION 5.18.            Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit......................63
SECTION 5.19.            Control by Certificateholders...........................................................63
SECTION 5.20.            Waiver of Past Defaults.................................................................63
SECTION 5.21.            Right of Certificateholders to Receive Payments Not to Be Impaired......................64
SECTION 5.22.            Remedies Cumulative.....................................................................64


                                  ARTICLE VI

                                 The Depositor

SECTION 6.01.            Liability of the Depositor..............................................................64
SECTION 6.02.            Limitation on Liability of the Depositor................................................64
SECTION 6.03.            Depositor May Purchase Certificates.....................................................66
SECTION 6.04.            Merger or Consolidation of the Depositor................................................66
SECTION 6.05.            No Liability of the Depositor with Respect to the Underlying
                         Securities; Certificateholders to Proceed Directly Against the
                         Underlying Securities Issuer(s).........................................................66

                                  ARTICLE VII

                            Concerning the Trustee

                                      ii

<PAGE>

SECTION 7.01.            Duties of Trustee.......................................................................66
SECTION 7.02.            Between Trustee and Sub-Administrative Agents...........................................70
SECTION 7.03.            Certain Matters Affecting the Trustee...................................................71
SECTION 7.04.            Trustee Not Liable for Recitals in Certificates or Underlying Securities................72
SECTION 7.05.            Trustee May Own Certificates............................................................72
SECTION 7.06.            Trustee's Fees and Expenses.............................................................72
SECTION 7.07.            Eligibility Requirements for Trustee....................................................73
SECTION 7.08.            Resignation or Removal of the Trustee; Appointment of Successor Trustee.................74
SECTION 7.09.            Merger or Consolidation of Trustee......................................................75
SECTION 7.10.            Appointment of Office or Agency.........................................................75
SECTION 7.11.            Representations and Warranties of Trustee...............................................75
SECTION 7.12.            Indemnification of Trustee by the Depositor; Contribution...............................77
SECTION 7.13.            Indemnification of Depositor by Trustee.................................................78
SECTION 7.14.            No Liability of the Trustee with Respect to the Underlying
                         Securities; Certificateholders to Proceed
                         Directly Against the Underlying Securities Issuer(s)....................................78
SECTION 7.15.            The Depositor To Furnish Trustee with Names and Addresses of
                         Certificateholders......................................................................78
SECTION 7.16.            Preservation of Information.............................................................79
SECTION 7.17.            Reports by Trustee......................................................................79
SECTION 7.18.            Trustee's Application for Instructions from the Depositor...............................79

                                 ARTICLE VIII

                                 Market Agent

SECTION 8.01.            Market Agent............................................................................79

                                  ARTICLE IX

                                  Termination

SECTION 9.01.            Termination upon Liquidation of All Underlying Securities...............................80

                                   ARTICLE X

                           Miscellaneous Provisions

SECTION 10.01.           Amendment...............................................................................80
SECTION 10.02.           Limitation on Rights of Certificateholders..............................................82
SECTION 10.03.           GOVERNING LAW...........................................................................83
SECTION 10.04.           Notices.................................................................................83
SECTION 10.05.           Notice to Rating Agencies...............................................................85
SECTION 10.06.           Severability of Provisions..............................................................85
SECTION 10.07.           Grant of Security Interest..............................................................86


                                      iii
<PAGE>



SECTION 10.08.           Nonpetition Covenant....................................................................87
SECTION 10.09.           No Recourse.............................................................................87
SECTION 10.10.           Article and Section References..........................................................87
SECTION 10.11.           Counterparts............................................................................87
SECTION 10.12.           Trust Indenture Act Controls............................................................87
SECTION 10.13.           Segregation Provisions..................................................................87


                                      iv
</TABLE>

<PAGE>



     STANDARD TERMS FOR TRUST AGREEMENTS dated as of [______], between SELECT
ASSET INC., a Delaware corporation, as Depositor, and [TRUSTEE], 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 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 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.

     "Accredited Investor" A Person that qualifies as an "accredited investor"
within the meaning of Rule 501(a) under the Securities Act.

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

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

<PAGE>

     "Allocation Discount Rate" With respect to any Class within a Series, if
applicable, the discount rates used in calculating the IO Strip Class
Allocation, the PO Strip Class Allocation or the P&I Class Allocation, each as
specified in the related Series Supplement.

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

     "Amortizing Notional Balance" With respect to any Series, if applicable,
as defined in the related Series Supplement.

     "Amortizing Notional Discount Rate" The discount rate used in
determining, as of the related Issue Date, that the Amortizing Notional
Balance of any IO Strip Class Certificates equals the present value of the
difference between (i) the interest payments to be received by the Trust in
respect of the related Underlying Securities and (ii) the interest portion of
Available Funds to be distributed to the Holders of the related P&I Class
Certificates in connection with such payments, assuming, in each case, that
the payments and distributions were made when due and that the Underlying
Securities were not redeemed, prepaid or liquidated prior to the related Final
Scheduled Distribution Date.

     "Approved Dealer" Any of the following dealers (or their successors): (1)
Bear, Stearns & Co. Inc., (2) Citigroup Global Markets Inc., (3) Credit Suisse
First Boston LLC, (4) Deutsche Bank Securities Inc., (5) Goldman, Sachs & Co.,
(6) J.P. Morgan Securities Inc., (7) Merrill, Lynch, Pierce, Fenner & Smith
Incorporated, (8) Morgan Stanley & Co. Incorporated, (9) UBS Securities LLC
and (10) except in the case of a sale related to the exercise of Call Warrants
by the Depositor or any Affiliate thereof, Lehman Brothers Inc.

     "Authenticating Agent" As defined in Section 5.14.

     "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" 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

                                      2
<PAGE>

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 (i) a Saturday, a Sunday, 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 (ii) any day which is not a Business Day with
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, Select
Asset Inc. or such Affiliate thereof as shall be designated by Select Asset
Inc.

     "Call Date" With respect to any Series, if applicable, the meaning set
forth in the related Warrant Agent Agreement.

     "Call Notice" With respect to the exercise of a Call Warrant, if
applicable, the notice delivered pursuant to the related Warrant Agent
Agreement that specifies the number of Call Warrants being exercised and the
related Call Date.

     "Call Price" With respect to any Series (or Class within such Series), if
applicable, the meaning given to such term in the related Warrant Agent
Agreement.

     "Call Warrants" With respect to any Series, if applicable, the call
warrants with respect to the related Underlying Securities issued pursuant to
the related Warrant Agent Agreement.

     "Certificate Account" As defined in Section 3.03.

     "Certificate Owners" As defined in Section 5.08.

     "Certificate Principal Balance" With respect to any Outstanding
Certificate that is entitled to all or a portion of the principal portion of
Available Funds in respect of the related Series, as determined at any time,
the maximum amount that the Holder thereof is entitled to receive as
distributions allocable to principal payments with respect to 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 that are only entitled to receive distributions from the
interest portion of Available Funds), as of any date of determination, shall
be equal to the aggregate initial Certificate Principal Balance thereof less
the sum of (i) all amounts allocable to prior distributions made to such Class
with respect to principal of the Underlying Securities (including, without
limitation, the portion of any redemption proceeds allocable to the principal
of or premium on the Underlying Securities), (ii) if such Certificate or a
portion thereof has been surrendered in exchange for Underlying Securities as
and to the extent provided herein or in the applicable Series Supplement, any
reductions attributable to Certificates so surrendered, (iii) all amounts
allocable to prior distributions made to such Class with respect to amounts
received by the Trust in connection with any exercise of the related Call
Warrants, (iv) all amounts allocable to prior distributions made to such Class
with respect to

                                      3
<PAGE>

Liquidation Proceeds and (v) 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 herein or in the
applicable Series Supplement, each as allocated to the Class of which such
Certificate is a part pursuant hereto or 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 Class consisting of Certificates having
identical terms.

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

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

     "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.


     "Concentrated Underlying Securities Obligor" In respect of any Underlying
Securities representing 10% or more, of the aggregate principal amount of
Underlying Securities held by the related Trust, the related Underlying
Securities Issuer or Underlying Securities Guarantor, as applicable.

     "Corporate Trust Office" The principal corporate trust office of the
Trustee located at [______________] 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, Limited Guaranty, 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, in each case, if specified as
such in the related Series Supplement.

                                      4
<PAGE>


     "Credit Support Instrument" If applicable, 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" If applicable, with respect to any Series (or
any Class within such Series), the Person that provides any Credit Support.

     "Currency" Unless otherwise set forth in the related Series Supplement,
United States Dollars.

     "Definitive Certificates" As defined in Section 5.08.

     "Depositor" Select Asset 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.

     "Depositor Order" A written order or request, respectively, signed in the
name of the Depositor by any of its officers.

     "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 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.

     "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" With respect to any Series, any of (i) an account
maintained with a federal or state chartered depository institution or trust
company, (A) the long-term deposit or long-term unsecured debt obligations of
which are rated by each applicable Rating Agency in one of its two highest
long-term rating categories, or (B) the short-term deposit or short-term
unsecured debt obligations of which are rated by each applicable Rating Agency
in its highest short-term rating category (if the deposits are to be held in
the account for thirty (30)

                                      5
<PAGE>


days or less), in any event at any time funds are on deposit therein, or (ii)
a segregated trust account maintained with the trust department of a federal
or state chartered depository institution or trust company (which, subject to
the remainder of this clause (ii), may include the Trustee) acting in its
fiduciary capacity, and which, in either case, has a combined capital and
surplus of at least $50,000,000 and is subject to supervision or examination
by federal or state authority and to regulations regarding fiduciary funds on
deposit similar to Title 12 of the Code of Federal Regulations Section
9.10(b), or (iii) an account maintained with any other insured depository
institution that is acceptable to each applicable Rating Agency (as evidenced
by the fulfillment of the Rating Agency Condition with respect to the use of
such account).

     "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:

          (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;

                                      6
<PAGE>


          (iv) securities bearing interest or sold at a discount issued by any
     corporation incorporated under the laws of the United States or any State
     that have the rating specified in such Series Supplement for Eligible
     Investments at the time of such investment or contractual commitment
     providing for such investment; provided, however, that such rating shall
     be no lower than the rating on the Underlying Securities; and provided,
     further, that securities issued by any particular corporation will not be
     Eligible Investments to the extent that investment therein will cause the
     then outstanding principal amount of securities issued by such
     corporation and held as part of the Trust for such Series to exceed 10%
     of the aggregate outstanding principal balances and amounts of all the
     Underlying Securities and Eligible Investments held as part of the Trust
     for such Series;

          (v) commercial paper having at the time of such investment the
     rating specified in the Series Supplement for Eligible Investments; and

          (vi) a Guaranteed Investment Contract if and only if specified in
     the related Series Supplement, provided that the Rating Agency Condition
     is met.

"ERISA" The Employee Retirement Income Security Act of 1974, as amended.

     "Event of Default" With respect to any Series (or Class within such
Series) of Certificates, (i) a default in the payment of any interest on any
Underlying Security held by the related Trust after the same becomes due and
payable (subject to any applicable grace period), (ii) a default in the
payment of the principal of or any installment of principal of any such
Underlying Security when the same becomes due and payable and (iii) any other
event specified as an "Event of Default" in the related Underlying Securities
Issuance Agreement.

     "Exchange Act" The Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.

     "Exchange Date" As applicable with respect to a given Series, (i) any
Distribution Date, (ii) any date on or after which the related Underlying
Securities Issuer or an Affiliate thereof consummates a tender offer for some
or all of the Underlying Securities but prior to the date on which the
acceptance period with respect to such tender offer expires or (iii) any date
on which the Underlying Securities are to be redeemed by the related
Underlying Securities Issuer.

     "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 a Trust, other than (i)
Ordinary Expenses, and (ii) costs and expenses

                                      7
<PAGE>

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

     "Final Scheduled Distribution Date" With respect to any Certificate, the
date on which the final payment on such Certificate is scheduled as a result
of the maturity of each of the Underlying Securities (or otherwise), without
giving effect to any prepayment, default, exchange, call or early termination,
to become due and payable as provided therein and in the applicable Series
Supplement.

     "Fixed Interest 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 Interest Rate.

     "Floating Interest 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 Interest 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.

     "Grant" To sell, convey, assign, 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. 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, 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.

     "Guaranteed Investment Contract" With respect to any Series (or Class
within such Series), a guaranteed investment contract or surety bond provided
for in the related Series Supplement, Granted as part of the Trust or to the
Trustee for the benefit of the Certificateholders for such Series, providing
for the investment of funds in a related Account or related Accounts and
insuring a minimum or a fixed rate of return on the investment of such

                                      8
<PAGE>


funds, which contract or surety bond shall be an obligation of an insurance
company or other entity whose rating is no lower than the rating on the
Underlying Securities and shall satisfy any other requirements specified in
such Series Supplement.

     "Holder" With respect to a Registered Certificate, the Registered Holder
thereof and, with respect to a Call Warrant, the holder thereof (or a
beneficial interest therein).

     "Independent" When used with respect to any Person, any other Person
(including a firm of investment bankers, accountants or lawyers and any member
thereof) who (i) does not have and is not committed to acquire any direct or
indirect material financial interest in such Person or in any Affiliate of
such Person, (ii) is not connected with such Person as an officer, employee,
promoter, underwriter, voting trustee, partner, director or Person performing
similar functions and (iii) is not Affiliated with a firm that fails to
satisfy the criteria set forth in (i) and (ii). "Independent" when used with
respect to any accountant may include an accountant who audits the books of
any Person if in addition to satisfying the criteria set forth above the
accountant is independent with respect to such Person within the meaning of
Rule 101 of the Code of Ethics of the American Institute of Certified Public
Accountants.

     "Initial Accrued Interest" With respect to any Series and each related
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
related Issue Date.

     "Initial Amortizing Notional Balance" With respect to any IO Strip Class
Certificate or any IO Strip Class, the Amortizing Notional Balance of such
Certificate or Class as of the related Issue Date.

     "Initial Distribution Date" With respect to any Series, the first
Distribution Date following the related Issue Date.

     "Interest 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.

     "Investment Letter" A letter substantially in the form of Exhibit A
hereto.

     "IO/PO Strip Class Series" Any Series, a Class of which is an IO Strip
Class and another Class of which is a PO Strip Class.

     "IO Strip Class" If applicable with respect to any Series, a Class of
Certificates of such Series entitling the Holders thereof to distributions
solely out of the interest portion of Available Funds (and not to any
distributions out of the principal portion of Available Funds), as specified
in the related Series Supplement.


                                      9
<PAGE>

     "IO Strip Class Allocation" With respect to any IO Strip Class, the
present value (discounted at the applicable Allocation Discount Rate) of any
unpaid amounts due or to become due on the Certificates of such IO Strip Class
(assuming that the IO Strip Class Certificates were paid when due and were not
redeemed or prepaid prior to their stated maturity).

     "IO Strip Class Certificate" Any Certificate evidencing an interest in an
IO Strip Class.

     "IO Strip Class Series" Any Series, a Class of which is an IO Strip Class
and no Class of which is a PO Strip Class.

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

     "Letter of Credit" With respect to any Series or Class within such
Series, a 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 Price" With respect to the Underlying Securities relating to
any Series, the price at which the Trustee sells such Underlying Securities
when liquidating such Underlying Securities pursuant to the terms of the
related Trust Agreement.

     "Liquidation Proceeds" The amounts received by the Trustee in connection
with (x) the liquidation of an Underlying Security (or collateral, if any,
related thereto) pursuant to Section 4.01(d) or Section 4.01(i) or (y) any
other repurchase, substitution or sale of an Underlying Security.

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

     "Market Agent Agreement" If applicable, with respect to any Series, the
Market Agent Agreement, dated as of the related Issue 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.


                                      10
<PAGE>

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

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

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

     "Notional Distribution Amount" With respect to a given Series, as defined
in the related Series Supplement.

     "Officer's Certificate" A certificate signed by any one (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, issued by a firm which
may, except as otherwise expressly provided in this Trust Agreement, be
counsel for the Depositor reasonably acceptable to the Trustee; provided,
however, 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 issued by a firm which is in
fact Independent of the Depositor.

      "Optional Call" With respect to any Series, the call of the related
Underlying Securities by a Warrant Holder, in whole or in part, resulting from
the exercise of Call Warrants by such Warrant Holder, pursuant to Section 4.07
hereof.

     "Optional Exchange" With respect to any Series (or Class within such
Series), the exchange of the Certificates by the Trust for Underlying
Securities pursuant to Section 4.06 hereof.

     "Optional Exchange Date" With respect to any Series (or Class within such
Series), any date on which Underlying Securities subject to Optional Exchange
are distributed to a Certificateholder.

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


                                      11
<PAGE>

     "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 the following:

          (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
(at a time when the Depositor, the Trustee or any of their respective
Affiliates do not own all of the Certificates), except as provided in Section
10.01(b) hereof, Certificates beneficially owned by the Depositor, the
Trustee, or any of their respective Affiliates 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, Amortizing Notional Balance or 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).

     "P&I Class" If applicable with respect to any Series, a Class of
Certificates of such Series entitling the Holders thereof to distributions out
of both the principal and interest portions of Available Funds, as specified
in the related Series Supplement.

     "P&I Class Allocation" If applicable with respect to any Series, the sum
of the present values (discounted at the applicable Allocation Discount Rate)
of the scheduled payments of (i) interest due or to become due on the P&I
Class Certificates and (ii) the outstanding Certificate Principal Balance of
the P&I Class Certificates (in each case assuming that the P&I Class
Certificates were paid when due and were not redeemed or prepaid prior to
their stated maturity).


                                      12
<PAGE>

     "P&I Class Certificate" Any Certificate evidencing an interest in a P&I
Class.

     "P&I Class Series" Any Series a Class of which is a P&I Class and no
Class of which is an IO Strip Class or a PO Strip Class.

     "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.

     "Paying Agent" As defined in Section 5.13.

     "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 (or, if none,
the Corporate Trust Office).

     "Plan" Any of (a) an employee benefit plan (as defined in Section 3(3) of
ERISA), (b) a plan described in Section 4975(e)(1) of the Code or (c) any
entity whose underlying assets are treated as assets of any such plan by
reason of such plan's investment in the entity.

     "PO Strip Class" If applicable with respect to any Series, a Class of
Certificates of such Series entitling the Holders thereof to distributions
solely out of the principal portion of Available Funds (and not to any
distributions out of the interest portion of Available Funds), as specified in
the related Series Supplement.

     "PO Strip Class Allocation" If applicable with respect to any Series, the
present value (discounted at the applicable Allocation Discount Rate) of any
unpaid principal amounts due or to become due on the PO Strip Class
Certificates.

     "PO Strip Class Certificate" Any Certificate evidencing an interest in a
PO Strip Class.

     "PO Strip Class Series" Any Series a Class of which is a PO Strip Class
and no Class of which is an IO Strip Class.

     "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. For the purpose of this
definition, any Certificate authenticated and delivered under Section 5.05 in
lieu of a lost, mutilated, destroyed or stolen Certificate shall be deemed to
evidence the same interest as the lost, mutilated, destroyed or stolen
Certificate.


                                       13
<PAGE>

     "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 related Issue Date to cover Ordinary Expenses, as specified in the
related Series Supplement.

     "Private Certificate" Any Certificate of a Class that is not publicly
offered by the Depositor in the United States within the meaning of the
Securities Act and that has not been registered under the Securities Act.

     "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.

     "QIB" A "qualified institutional buyer" within the meaning of Rule 144A.

     "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 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 day immediately
preceding the related Distribution Date.

     "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.

     "Report" As defined in Section 3.09.

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


                                       14
<PAGE>

     "Required Rating" With respect to any Series (or Class within such
Series), the rating category (or categories) assigned to the related
Underlying Securities as of the related Issue Date by the Rating Agency or
Rating Agencies rating the Certificates of such Series or Class.

     "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.

     "Rule 144A" Rule 144A under the Securities Act.

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


     "SEC Reporting Failure" A determination by the Depositor that any
Concentrated Underlying Securities Obligor in respect of such Trust is not
filing current or periodic reports required under the Exchange Act or making
available comparable reports in the case of a GSE issuer, and that the
obligations of such Concentrated Underlying Securities Obligor have not been
fully and unconditionally guaranteed or assumed by an entity that (x) is
eligible to use Form S-3 or F-3 (or any successor form) for a primary offering
of non-investment grade securities or (y) if the Underlying Securities are
non-convertible investment grade securities, meets the requirements of General
Instruction 1.A of Form S-3 or General Instructions 1.A.1, 2, 3, 4, 6 and 7 of
Form F-3.


     "Securities Account" As defined in Section 2.03.

     "Securities Act" The United States Securities Act of 1933, as amended.

     "Securities Intermediary" The Person so specified in the applicable
Series Supplement.

     "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 Section 4.01(g) hereof.

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


                                       15
<PAGE>

     "Standard Terms" As defined in the preliminary statement.

     "Strip Class Allocation" The present value of all payments due on any
Strip Class Certificates, assuming all such payments are made as scheduled.

     "Strip Class Certificates" IO Strip Class Certificates and PO Strip Class
Certificates.

     "Sub-Administration Account" An Eligible Account established by a
Sub-Administrative Agent in accordance with 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 applicable with respect to any Series (or Class within
such Series) of Certificates, a surety bond providing for the distribution,
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 applicable with respect to any Series (or Class
within such Series), (i) a confirmation entered into pursuant to a master
agreement in the form of the "1992 ISDA Master Agreement (Multicurrency--Cross
Border)" or any updated similar form, published by the International Swaps and
Derivatives Association, Inc. ("ISDA") incorporating the 2000 ISDA Definitions
or one or more other sets of standard definitions or updates or revisions of
such definitions published by ISDA, and as modified and supplemented by a
schedule, or (ii) similar agreement, in each case dated as of the related
Issue Date by and between the Trust and the Swap Counterparty, as the same may
be amended or supplemented from time to time as provided herein and therein.

     "Swap Counterparty" If applicable with respect to any Series (or Class
within such Series), the Person specified in the related Series Supplement as
the Swap Counterparty.

     "Swap Distribution Amount" If applicable with respect to any Series (or
Class within such Series), all amounts then due and owing to the Swap
Counterparty pursuant to the Swap Agreement, other than Swap Termination
Payments.

     "Swap Guarantee" If applicable with respect to any Series (or Class
within such Series), a Guarantee issued by a Swap Guarantor in favor of the
Trust substantially in the form attached as an exhibit to the Swap Agreement.

     "Swap Guarantor" If applicable with respect to any Series (or Class
within such Series), the Person providing a Swap Guarantee specified in the
related Series Supplement.


                                       16
<PAGE>
     "Swap Receipt Amount" If applicable with respect to any Series (or Class
within such Series), all amounts due and owing to the Trust pursuant to the
Swap Agreement, other than Swap Termination Payments.

     "Swap Termination Payment" If applicable with respect to any Series (or
Class within such Series), the amount payable by the Swap Counterparty or the
Swap Guarantor to the Trust, or by the Trust to the Swap Counterparty,
pursuant to the Swap Agreement in connection with a termination thereof.

     "Transferor Certificate" A certificate substantially in the form of
Exhibit B hereto.

     "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" As defined in the preliminary statement.

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

     "Trust Property" With respect to a given Series, as defined in the
related Series Supplement.

     "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.

     "Trustee Fee" With respect to any Series, the amount paid to the Trustee
by the Depositor on the related Issue Date.

     "UCC" The Uniform Commercial Code as in effect in the relevant
jurisdiction.

     "Underlying Securities Guarantor" With respect to any Series, if
applicable, the guarantor of the obligations of the related Underlying
Securities Issuer and any successor thereto.

     "Underlying Securities Issuance Agreement" With respect to any Series,
the meaning specified in the related Series Supplement.

     "Underlying Securities Issuer" With respect to an Underlying Security,
the issuer thereof and any successor thereto.

     "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


                                       17
<PAGE>


agreement, entered into) by the Trust, all as identified in 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" With respect to an Underlying
Security, each date specified in the related Underlying Securities Instrument
as a date on which interest is scheduled to be payable by or on behalf of the
Underlying Securities Issuer in accordance with its terms.

     "Underlying Security Payment Date" A scheduled 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.

     "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 voting rights of the related Certificateholders, which,
unless otherwise specified in the related Series Supplement, shall be
allocated as follows:

          (i) in the case of a P&I Class Series, among all P&I Class
     Certificateholders in proportion to the then Outstanding Certificate
     Principal Balances of their respective Certificates,

          (ii) in the case of an IO Strip Class Series, between the Holders of
     the P&I Class Certificates and the Holders of the IO Strip Class
     Certificates, pro rata, in proportion to the ratio of the P&I Class
     Allocation to the related IO Strip Class Allocation as of any applicable
     record date (the P&I Class Voting Rights will be allocated among all of
     the P&I Class Certificateholders in proportion to the respective
     Certificate Principal Balances of their respective Outstanding
     Certificates and the IO Strip Class Voting Rights will be allocated among
     all of the IO Strip Class Certificateholders in proportion to the then
     outstanding Amortizing Notional Balance or Notional Amount, as
     applicable, of their respective Outstanding Certificates),

          (iii) in the case of a PO Strip Class Series, among all P&I Class
     Certificateholders and PO Strip Class Certificateholders in proportion to
     the then Outstanding Certificate Principal Balances of their respective
     Certificates, and

          (iv) in the case of an IO/PO Strip Class Series, by dividing (x) the
     present value (discounted at the applicable Allocation Discount Rate) of
     any unpaid amounts due or to become due on each Class of Certificates by
     (y) the aggregate present value (discounted at the applicable Allocation
     Discount Rate) of any unpaid amounts due or to become due on all of the
     Certificates. The P&I Class Voting Rights will be allocated among
     Certificateholders of such Class in proportion to the then unpaid
     Outstanding Certificate Principal Balances of their respective
     Certificates. The IO Strip Class Voting Rights will be allocated among
     the Certificateholders of such Class in proportion to the then
     Outstanding notional


                                       18
<PAGE>

     amounts or Initial Amortizing Notional Balances, as applicable, of their
     respective Certificates. The PO Strip Class Voting Rights will be
     allocated among Certificateholders of such Class in proportion to the
     then unpaid Certificate Principal Balances of their respective
     Certificates.

     "Warrant Agent" With respect to any Warrant Agent Agreement, the Person
specified as the "Warrant Agent" in such Warrant Agent Agreement.

     "Warrant Agent Agreement" With respect to any Underlying Securities
subject to Call Warrants, the Warrant Agent Agreement pursuant to which such
Call Warrants are issued, dated as of the related Issue Date, between Select
Asset Inc., as warrant originator, and the Warrant Agent, as the same may be
amended from time to time.

     "Warrant Holder" Any Holder of a Call Warrant.

     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

          (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)
Except with respect to any amendment hereto pursuant to Section 10.01(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.


                                       19
<PAGE>



     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, 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 agree to 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


                                       20
<PAGE>

Depositor, including any security interest therein for the benefit of the
Depositor, in, to and under the Underlying Securities attributable to each
such Series (except for the Underlying Securities attributable to such Series
which are not Granted by the Depositor, as specified in the applicable Series
Supplement), now existing or hereafter acquired, in each case as identified in
the applicable Series Supplement, and any other Trust Property 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, as well as any other amounts, received by or on behalf of
the Depositor of, on or with respect to any such Trust Property due after the
applicable Issue Date, and, unless otherwise specified in the Series
Supplement, will exclude all interest, premium (if any) and principal of, on
or with respect to any such Underlying Securities due on or before the
applicable Issue Date.

     (b) In connection with each Grant referred to in the preceding paragraph,
the Depositor shall, not later than the applicable Issue 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 in 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;

               (iii) at the time of delivery of the Underlying Securities, the
          Depositor owns such Underlying Securities, has the right to transfer
          its interest in such Underlying Securities and 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.


                                       21
<PAGE>

     (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 related Trust Property and the issuance of the related
Certificates, and other than those required or authorized by this Trust
Agreement or incidental and necessary to accomplish such activities. Any Trust
created hereunder shall not issue or sell any certificates or other
obligations other than the related Certificates, or otherwise incur, assume or
guarantee any indebtedness for money borrowed.

     (g) No Trust shall merge or consolidate with any other entity without a
Rating Agency Condition with respect thereto having been satisfied.

     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.

     (a) The Depositor hereby represents and warrants to the Trustee as of the
date hereof and as of each Issue Date or as of such other date specifically
provided herein or in the applicable Series Supplement that:

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

          (ii) with respect to each Series Supplement, to the Depositor's
     knowledge, the information set forth therein with respect to the related
     Underlying Securities 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 the related Trust Agreement by
     the Depositor and its performance of, and compliance with, the terms of
     the related 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


                                       22
<PAGE>

     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; and

          (iv) the Depositor has the full power and authority to enter into
     and consummate all transactions contemplated by each Trust Agreement, has
     duly authorized the execution, delivery and performance of each Trust
     Agreement (as of the date of the related Series Supplement) and has duly
     executed and delivered each Trust Agreement. The related 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).

     (b) It is the express intent of the parties hereto that the Grant of any
Underlying Securities by the Depositor to the Trustee be, and be construed as,
a sale of such Underlying Securities by the Depositor and not a pledge of such
Underlying Securities by the Depositor to secure a debt or other obligation of
the Depositor. In the event that, notwithstanding the aforementioned intent of
the parties, the Underlying Securities attributable to any Series are held to
be property of the Depositor, then, it is the express intent of the parties
that such Grant be deemed a pledge of such Underlying Securities and all
proceeds thereof by the Depositor to the Trustee to secure a debt or other
obligation of the Depositor, pursuant to Section 10.07. In connection with any
such Grant of a security interest in such Underlying Securities and all
proceeds thereof, the Depositor hereby represents and warrants to Trustee as
follows with respect to the Underlying Securities attributable to each Series:

          (i) In the event the Underlying Securities attributable to any
     Series are held to be property of the Depositor, then the related Trust
     Agreement creates a valid and continuing security interest (as defined in
     the UCC) in such Underlying Securities in favor of the Securities
     Intermediary, which security interest is prior to all other liens, and is
     enforceable as such as against creditors of, and purchasers from, the
     Depositor.

          (ii) The Underlying Securities attributable to each Series will be
     credited to a trust account (each, a "Securities Account") in respect of
     the related Trust established in the name of the Trustee in accordance
     with Section 2.01. The Securities Intermediary will establish each
     Securities Account and agree to treat the Underlying Securities as
     "financial assets" within the meaning of the UCC.

          (iii) Immediately prior to the transfer of the Underlying Securities
     to the related Trust, the Depositor will own and hire good and marketable
     title to such Underlying Securities free and clear of any lien, claim or
     encumbrance of any Person.


                                       23
<PAGE>

          (iv) The Depositor will obtain all consents and approvals required
     by the terms of any Underlying Securities for the transfer to the Trustee
     all of the Depositor's interest and rights therein as contemplated by
     this Trust Agreement.

          (v) The Depositor will take all steps necessary to cause the
     Securities Intermediary to identify on its records that the Trustee is
     the Person owning the security entitlements credited to each Securities
     Account.

          (vi) Immediately prior to the transfer of the Underlying Securities
     attributable to any Series to the Depositor (x) the Depositor will not
     have assigned, pledged, sold, granted a security interest in or otherwise
     conveyed any interest in the Underlying Securities (or, if any such
     interest has been assigned, pledged or otherwise encumbered, it has been
     released) other than the security interest granted to the Trust pursuant
     to the related Trust Agreement and (y) the Depositor will not have
     authorized the filing of and will be deemed not be aware of any financing
     statements against the Depositor that include a description of such
     Underlying Securities other than any financing statement relating to the
     security interest granted to the Trust under the related Trust Agreement.
     The Depositor is not aware of any judgment or tax lien filings against
     the Depositor.

          (vii) Each Securities Account will not be in the name of any Person
     other than the Securities Intermediary. The Depositor has not consented
     to the compliance by the Securities Intermediary with entitlement orders
     of any Person other than the Trustee.

     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
in respect of the Underlying Securities attributable to any Series which
materially and adversely affects the interests of the related
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 of such Series, cause to be
authenticated and delivered to or upon the written order of the Depositor, in
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


                                       24
<PAGE>

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
the related 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 related 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:

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



                                       25
<PAGE>


               (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 payments in respect of any such Credit Support; and

               (v) 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 all payments in the nature of prepayment or
redemption penalties, late payment charges, default interest or reinvestment
income 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 five 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; Sale Procedures.
(a) Subject to Sections 3.11, 4.01(d) and 4.01(i), upon the occurrence of
certain specified events in respect of the Underlying Securities attributable
to any Series, including an Event of Default or an SEC Reporting Failure, the
Trustee shall, or, if applicable, shall direct the Market Agent to, sell such
Underlying Securities in compliance with Section 3.04(b) below and shall
deposit or cause the Market Agent to deposit the Liquidation Proceeds
therefrom into the Certificate Account pursuant to Section 3.03(a) hereof.
Except as expressly provided herein and in the applicable Series Supplement,
the Certificateholders of a Series shall not be entitled to terminate the
related Trust or cause the sale or other disposition of any Underlying
Securities.

     (b) In the event of a sale of Underlying Securities pursuant to these
Standard Terms, the Trustee or the Market Agent shall, or, if applicable,
shall direct an auction agent to, solicit bids for the sale of the related
Underlying Securities from various Persons, including at least two Approved
Dealers. The method of conducting any sale of Underlying Securities and the
specific terms of any such sale, including the method and timing of any
bidding and settlement, shall be determined at the time of the proposed sale.
Neither the Trustee nor the Market Agent shall be responsible for the failure
to obtain a bid so long as such Person or any auction agent acting on their
behalf has made reasonable efforts to obtain bids. If a bid for the sale of
the Underlying Securities has been accepted by the Trustee and/or the Market
Agent but the sale has failed to settle on the proposed settlement date, the
Trustee and/or the Market Agent


                                       26
<PAGE>

shall request new bids from various potential purchasers (including at least
two such Approved Dealers).

     SECTION 3.05. Investment of Funds in the Accounts. Unless otherwise
specified in the applicable Series Supplement, 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 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 Eligible Investments shall be paid to the Certificateholders 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 of funds thereafter
          on deposit in any Account.

     SECTION 3.06. Maintenance of Credit Support. (a) On the applicable Issue
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. Unless the Series Supplement for a given Series provides
otherwise, if a Reserve Account exists for such Series, collections with
respect to the Underlying Securities attributable to such Series not
distributed to the Certificateholders of such Series shall be deposited in the
Reserve Account. 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


                                       27
<PAGE>

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.

     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.
Unless otherwise specified in the applicable Series Supplement, any such
Realized Loss shall be allocated pursuant to Section 4.04 among the
Certificateholders of such Series, pro rata, based on their entitlement to the
principal payments on such Underlying Securities.

     (d) Unless otherwise specified in the applicable Series Supplement, with
respect to any related Underlying Securities, if any related document or
instrument is found to be missing or defective in any material respect,
neither the Trustee nor the Depositor shall be obligated to repurchase or
provide a substitute for such Underlying Securities.

     SECTION 3.08. 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.


                                       28
<PAGE>

     SECTION 3.09. Preparation and Filing of Exchange Act Reports; Obligations
of the Depositor and the Trustee.

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

                    (i) on behalf of each Trust, prepare for signature by the
               Depositor and file with the Commission, following the execution
               thereof by the Depositor, within the time period set forth
               below, 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
               on behalf of the Trust may be required to file with the
               Commission pursuant to Section 13 or 15(d) of the Exchange Act
               (collectively, "Reports") with respect to each Trust. The names
               of such Reports, as of the date hereof, and the dates on which
               they are required to be filed with the Commission are as
               follows:

                    (A) Form 8-K, in substantially the form previously
                    provided by the Depositor to the Trustee, within the
                    period prescribed by the Commission after each Issue Date
                    and within the time advised to the Trustee by the
                    Depositor if the filing of Form 8-K is necessary for any
                    other reason;

                    (B) Form 10-D substantially the form previously provided
                    by the Depositor to the Trustee, within the period
                    prescribed by the Commission after each Distribution Date;

                    (C) Form 10-K, within the period prescribed by the
                    Commission after December 31 of each year; it being
                    understood that such Form 10-K shall include an annual
                    compliance report by the Trustee, if any, as may be
                    required by rules and regulations prescribed from time to
                    time by the Commission; and

                    (C) such other Reports as the Depositor requests the
                    Trustee to prepare and file from time to time as may be
                    required pursuant to the Exchange Act;

                    (ii)  receive from the  Depositor,  within 15 days after the
               Depositor is required to file the same with the Commission,  such
               additional  information,  documents  and reports  with respect to
               compliance by the Depositor  with the conditions and covenants of
               these Standard Terms, if any, as may be required to be filed with
               the Commission from time to time by such rules and regulations;

                    (iii) receive from the Depositor and transmit by mail to all
               Holders described in TIA Section 313(c), in the manner and to the
               extent  provided  therein,  such  summaries  of any  information,
               documents and reports required to be filed by


                                      29
<PAGE>

               the  Depositor  and  received  pursuant to clauses (A) and (B) of
               this  Section  3.09(a),  if any,  as may be required by rules and
               regulations prescribed from time to time by the Commission.

     Notwithstanding the foregoing, following any change by the Commission in
the forms to be filed by the Depositor, the Trustee shall make filings on such
changed form.



     (b) The Depositor shall deliver to the Trustee, not less often than
annually, an Officer's Certificate signed by an Executive Officer who is the
principal executive officer, principal financial officer or principal
accounting officer of the Depositor, dated on or prior to the date of the
annual report on Form 10-K contemplated by clause (a)(i)(C) above, stating for
such prior year that:

               (i) a review of the activities of the Depositor during such
          fiscal year and of performance under the related Trust Agreement has
          been made under such Executive Officer's supervision;

               (ii) to the best of such Executive Officer's knowledge, based
          on such review, the Depositor and the Trustee have each fulfilled
          its obligations under the related Trust Agreement throughout such
          year, or, if there has been a default in the fulfillment of any such
          obligation, specifying each such default known to such Executive
          Officer and the nature and status thereof;

               (iii) to the best of such Executive Officer's knowledge, based
          on such review, the reports filed pursuant to Section 3.09(a), taken
          as a whole, do not contain any untrue statement of a material fact
          or omit to state a material fact necessary to make the statements
          made, in light of the circumstances under which such statements were
          made, not misleading as of the last day of the period covered by
          such certificate; and

               (iv) to the best of such Executive Officer's knowledge, based
          on such review and reasonable reliance on information provided by
          the Trustee, the distribution and servicing information required to
          be provided to the Depositor by the Trustee for inclusion in the
          reports filed pursuant to Section 3.09(a)(i)(A) is included in such
          reports.


     The text of the Officer's Certificate shall be revised accordingly in
order to comply with any rules or other applicable laws of the Commission.

     A copy of such certificate may be obtained by any Holder by a request in
writing to the Depositor addressed to the Corporate Trust Office of the
Trustee.

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


                                      30
<PAGE>

     A copy of any such report may be obtained by any Holder by a request in
writing to the Depositor addressed to the Corporate Trust Office of the
Trustee.

     SECTION 3.10. Charges and Expenses. Except as otherwise provided in these
Standard Terms 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 3.11. SEC Reporting Failure. If the Depositor determines that an
SEC Reporting Failure has occurred in respect of such Trust, and any Warrant
Holder has not designated a Call Date or Optional Exchange Date pursuant to
Section 4.08 hereof, the Depositor shall within a reasonable period either:

     (a) proceed to (i) apply to the Commission and the New York Stock
Exchange to withdraw the Certificates from listing and registration on the New
York Stock Exchange and (ii) following and subject to prior approval of such
application, file with the Comission a certification on Form 15 (or any
applicable successor form) suspending the reporting obligations of the
Depositor under Section 15(d) of the Exchange Act with respect to the
Certificates, if the Depositor determines in its reasonable, good faith
discretion that the Depositor meets the requirements for a filing of such form
with respect to the Certificates under Rule 12h-3 of the Exchange Act; or

     (b) if the Depositor is unable, after using commercially reasonable
efforts, to satisfy the requirements of Section 3.11(a) above, or the
Depositor has determined in its reasonable, good faith discretion that it
would be in violation of its reporting obligations under the Exchange Act
absent a termination of the Trust, instruct the Trustee to terminate the Trust
in accordance with Section 4.01(i) below.


                              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 following manner and priority:

          (i) For any PO Strip Class Series of Certificates, the Trustee shall
     apply Available Funds in the Certificate Account for such Series as
     follows:

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

               (A) first, to the Trustee, as reimbursement for any
               Extraordinary Trust Expenses incurred by the Trustee in
               accordance with Section 7.06(b) below and approved by 100% of
               the Certificateholders; and


                                      31
<PAGE>

               (B) second, to the Holders of the P&I Class Certificates,
               as interest at the per annum rate specified in the related
               Series Supplement on the outstanding Certificate Principal
               Balance of the P&I Class Certificates.

          The PO Strip Class Certificates are not entitled to distributions of
     interest.

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

               (A) first, to the Trustee, as reimbursement for any remaining
               Extraordinary Trust Expenses incurred by the Trustee in
               accordance with Section 7.06(b) below and approved by 100% of
               the Certificateholders; and

               (B) second, to the Holders of the P&I Class Certificates and
               the PO Strip Class Certificates, the remaining available
               principal portion of Available Funds (in an aggregate amount
               not to exceed the outstanding Certificate Principal Balance of
               the P&I Class Certificates and the PO Strip Class Certificates)
               pro rata in proportion to their outstanding Certificate
               Principal Balances.

               (3) Any Available Funds remaining in the Certificate Account
          after the payments set forth in clauses 4.01(a)(i)(1) and
          4.01(a)(i)(2) above shall be paid to the Trustee as reasonable
          compensation for services rendered to the Depositor, up to $1,000.

               (4) The Trustee will pay any Available Funds remaining in the
          Certificate Account after the payments set forth in clauses
          4.01(a)(i)(1) through 4.01(a)(i)(3) above to the Holders of the P&I
          Class Certificates and the PO Strip Class Certificates pro rata in
          proportion to their original Certificate Principal Balances.

          (ii) For any IO Strip Class Series of Certificates, the Trustee
     shall apply Available Funds in the Certificate Account for such Series as
     follows:

               (1) The Trustee will be pay the interest portion of Available
          Funds:

               (A) first, to the Trustee, as reimbursement for any
               Extraordinary Trust Expenses incurred by the Trustee in
               accordance with Section 7.06(b) below and approved by 100% of
               the Certificateholders; and

               (B) second, to the Holders of the P&I Class Certificates,
               accrued and unpaid interest at the per annum rate specified in
               the related Series Supplement, and to the Holders of the IO


                                      32
<PAGE>
               Strip Class Certificates, (x) accrued interest at the rate
               specified in the related Series Supplement and (y) any unpaid
               Notional Distribution Amount for the related, and any prior,
               Distribution Date, pro rata in proportion to their entitlements
               thereto.

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

               (A) first, to the Trustee, as reimbursement for any remaining
               Extraordinary Trust Expenses incurred by the Trustee in
               accordance with Section 7.06(b) below and approved by 100% of
               the Certificateholders; and

               (B) second, to the Holders of the P&I Class Certificates, an
               amount equal to the Certificate Principal Balance of the P&I
               Class Certificates.

               The IO Strip Class Certificates are not entitled to
               distributions of principal.

               (3) Any Available Funds remaining in the Certificate Account
          after the payments set forth in clauses 4.01(a)(ii)(1) and
          4.01(a)(ii)(2) above shall be paid to the Trustee as reasonable
          compensation for services rendered to the Depositor, up to $1,000.

               (4) The Trustee will pay any Available Funds remaining in the
          Certificate Account after the payments set forth in clauses
          4.01(a)(ii)(1) through 4.01(a)(ii)(3) above to the Holders of the
          P&I Class Certificates and the IO Strip Class Certificates pro rata
          in proportion to the interest rate on each such Class of
          Certificates.

          (iii) For any Series of Certificates that includes classes other
     than as described in the preceding clauses (i) and (ii), the Trustee
     shall apply Available Funds in the Certificate Account for such Series in
     the manner and priority set forth in the related Series Supplement.

Unless otherwise set forth in the related Series Supplement, 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.

     (c) Unless otherwise provided in the applicable Series Supplement, on the
Initial Distribution Date for a given Series of Certificates, the Trustee
shall cause the Trust to pay to the Depositor the amount of Initial Accrued
Interest. In the event an Optional Exchange shall occur prior to the Initial
Distribution Date, a pro rata portion of any Initial Accrued Interest shall


                                      33
<PAGE>

be paid to the Depositor on the Optional Exchange Date in accordance with the
provisions of Section 4.06(b)(x) hereof (and the amount of Initial Accrued
Interest shall correspondingly be reduced by any payments to the Depositor
under Section 4.06(b)(x)). If the Depositor is not paid any such amount on
such date, it shall have a claim for such amount. If Available Funds are
insufficient to pay such amount, the Trustee will pay the Depositor its pro
rata share, based on the ratio the amount owed to the Depositor bears to all
amounts owed on the related Certificates in respect of accrued interest, of
any proceeds from the recovery on the Underlying Securities.


     (d) Upon the occurrence of an Event of Default in respect of a given
Series, the Trustee shall send each Certificateholder of the related Trust a
notice of such Event of Default pursuant to Section 5.17 hereof. Therafter,
if, within 30 days after delivery of such notice, the related Event of Default
shall not have been cured and the related Call Warrants shall not have been
exercised (or been included in an Optional Exchange), the portion of the
Underlying Securities that are not distibuted in-kind to Certificateholders in
accordance with clause (i)(x) below shall be liquidated in accordance with
Section 3.04 hereof and the Trustee shall distribute the Liquidation Proceeds
to the related Certificateholders (and to any Certificateholders that receive
an in-kind distribution but can not satisfy the minimum denomination
requirements in respect of a portion of such Underlying Securities). The
respective pro rata share of each Certificateholder in any Liquidation Proceed
shall be determined in accordance with clause (i) below.


     (e) With respect to a given Series, if the Trustee receives non-cash
property in respect of the related Underlying Securities as a result of a
payment default on such Underlying Securities (including from the sale
thereof), the Trustee will promptly give notice to the Depository, or for any
Certificates of such Series which are not then held by DTC or any other
depository, directly to the registered Holders of the Certificates of such
Series then outstanding and unpaid and, if applicable, to the related Warrant
Agent. Such notice shall state that the Trustee shall, and the Trustee shall,
not later than 30 days after the receipt of such property, allocate and
distribute such property to the Holders of P&I Class Certificates and Strip
Class Certificates then outstanding and unpaid (after deducting the costs
incurred in connection therewith) in accordance with (x) the ratio of the P&I
Class Allocation to the related Strip Class Allocations or (y) such other
ratio that may be set forth in the related Series Supplement. At the time of
such distribution, the Trustee, at the direction of the Depositor, shall
establish commercially reasonable procedures for such distribution. 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. Unless otherwise specified in the
related Series Supplement, if any in-kind distribution of property to the
holders of the Underlying Securities reduces the principal amount of such
Underlying Securities, then the in-kind distribution of such property to
Certificateholders, based on the market value of such property as of the date
of distribution to Certificateholders, will be deemed to reduce the
Certificate Principal Balance, Amortizing Notional Balance or Notional Amount,
as applicable, of Certificates of a Class as follows:

          (i) the aggregate Certificate Principal Balance of any P&I Class
     Certificates shall be reduced by an amount equal to the reduction in the
     principal amount of Underlying Securities attributable to the property
     that is either


                                      34
<PAGE>

     distributed to holders of such Certificates or liquidated in lieu of any
     such distribution;

          (ii) the Amortizing Notional Balance of any IO Strip Class
     Certificates shall be reduced to an amount, determined by the Calculation
     Agent, which reflects the present value (discounted at the related
     Amortizing Notional Discount Rate) of the difference between (x) the
     interest payments to be received by the Trust in respect of the related
     Underlying Securities (giving effect to any distribution of Underlying
     Securities to Certificateholders pursuant to this Section 4.01(e)) from
     the date of any distribution to Certificateholders until the related
     Final Scheduled Distribution Date and (y) the interest portion of
     Available Funds to be distributed to the Holders of the related P&I Class
     Certificates from the date of any distribution to Certificateholders
     until the related Final Scheduled Distribution Date, assuming, in each
     case, that the payments and distributions were made when due and that the
     Underlying Securities remaining in the Trust following any such
     distribution or liquidation were not redeemed, prepaid or liquidated
     prior to the Final Scheduled Distribution Date;

          (iii) the aggregate Notional Amount or Amortizing Notional Balance
     of any IO Strip Class Certificates shall be reduced by an amount equal to
     the reduction in the principal amount of Underlying Securities that are
     removed from the assets of the related Trust as a result of any such
     distribution to Certificateholders; and

          (iv) the aggregate Certificate Principal Balance of any PO Strip
     Class Certificates shall be reduced by an amount equal to the reduction
     in the principal amount of Underlying Securities attributable to the
     property that is either distributed to holders of such Certificates or
     liquidated in lieu of any such distribution.

     (f) Subject to Section 4.01(j) hereof, to the extent Available Funds are
insufficient to make scheduled interest or principal payments on any Class of
Certificates of a given Series on any Distribution Date, an amount equal to
the amount of such shortfall will be carried over and will be distributed on
the next Distribution Date for such Class of Certificates (or date referred to
in Section 4.01(g) hereof) on which sufficient funds are available to pay such
amount.

     (g) If, with respect to a Series, a payment with respect to the related
Underlying Securities is made to the Trustee (i) after the payment date for
such Underlying Securities on which such payment was due or (ii) after such
Underlying Securities are redeemed, prepaid or liquidated, in whole or in
part, for any reason other than due to (A) an exercise of a Call Warrant
related to the Underlying Securities or (B) the occurrence of an Event of
Default, an SEC Reporting Failure or at their maturity, then the Trustee will
distribute any such amounts received in accordance with the provisions of this
Section 4.01 and any applicable provisions of the Series Supplement 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


                                      35
<PAGE>

Date shall be one Business Day prior to the day on which the related payment
was received with respect to the Underlying Securities.

     (h) Unless otherwise specified in the related Series Supplement in
respect of a Series containing an IO Strip Class, then on any date on which
Underlying Securities are redeemed, prepaid or liquidated for any reason, the
Notional Amount or Amortizing Notional Balance, as applicable, of the IO Strip
Class Certificates of such Series shall be reduced by an amount equal to the
principal amount of the Underlying Securities so redeemed, prepaid or
liquidated, the reduction for the IO Strip Class Certificates to be allocated
pro rata among all IO Strip Class Certificates.


     (i) (w) Within five Business Days following the Trustee's receipt of a
direction from the Depositor to terminate the related Trust as a result of the
occurrence of an SEC Reporting Failure pursuant to Section 3.11(b) hereof, the
Trustee shall send election notice to each Certificateholder whereby each
Certificateholder may elect to receive, subject to the rights of the related
Warrant Holder, either (i) all or a portion of such Certificateholder's pro
rata share of the related Underlying Securities or (ii) all or a portion of
such Certificateholders interest in any Liquidation Proceeds that will be
received in connection with a liquidation of such Underlying Securities. If
any Certificateholder does not respond within 30 calendar days of receipt of
such election notice, it will be deemed to have elected to receive its
interest in Liquidation Proceeds. Thereafter, subject to the rights of the
related Warrant Holder to exercise the related Call Warrants (or to effect an
Optional Exchange), a portion of the related Underlying Securities (in an
amount necessary to pay any Extraordinary Trust Expenses incurred by the
Trustee in accordance with Section 7.06(b) below and approved by 100% of the
Certificateholders) shall be liquidated in accordance with Section 3.04 hereof
and the Trustee shall apply such Liquidation Proceeds towards thepayment of
such Extraordinary Trust Expenses ;. Following the Liquidation of the related
Underlying Securities and the payment of any such Extraordinary Trust
Expenses, , the respective pro rata shares of the related P&I Class and Strip
Class Certificateholders in such Underlying Securities shall be determined by
allocating the remaining principal amount of the Underlying Securities to the
P&I Class Certificateholders and the Strip Class Certificateholders in
accordance with the ratio of the related P&I Class Allocation to the
applicable Strip Class Allocations and the remaining Underlying Securities
shall be liquidated (in accordance with Section 3.04) or distributed in-kind
to Certificateholders, based on the instructions received by the Trustee.
Further allocations of the related Underlying Securities (and any remaining
Liquidation Proceeds) shall be determined as follows:

               (1) As between Certificateholders of a P&I Class, the pro rata
          share of each of the P&I Class Certificateholders in the Underlying
          Securities (and any remaining Liquidation Proceeds) to be
          distributed to such P&I Class Certificateholders shall be determined
          based on the then unpaid Certificate Principal Balances of their
          respective P&I Class Certificates.

               (2) As between Certificateholders of an IO Strip Class, the pro
          rata share of each of the IO Strip Class Certificateholders in the
          Underlying Securities (and any remaining Liquidation Proceeds) to be
          distributed to such IO Strip Class Certificateholders shall be
          determined


                                      36
<PAGE>

          based on the then outstanding Notional Amounts or Amortizing
          Notional Balances, as applicable, of their respective IO Strip Class
          Certificates.

               (3) As between Certificateholders of a PO Strip Class, the pro
          rata share of each of the PO Strip Class Certificateholders in the
          Underlying Securities (and any remaining Liquidation Proceeds) to be
          distributed to such PO Strip Class Certificateholders shall be
          determined based on the then unpaid Certificate Principal Balances
          of their respective PO Strip Class Certificates.

          (x) Within five Business Days (or such longer period as shall be
     acceptable to the Trustee) of receipt from the Trustee of notice of an
     Event of Default or any other liquidation event in respect of the related
     Underlying Securities, any Certificateholder may direct the Trustee to
     distribute all or a portion of such Certificateholder's pro rata share
     (as determined by the Calculation Agent in accordance with this Section
     4.01(i)) of the Underlying Securities to it, in lieu of any proceeds
     received upon liquidation of the Underlying Securities and the Trustee
     shall distribute Underlying Securities to any such Certificateholder
     accordingly.


               (1) Upon the occurrence of an Event of Default, each
          Certificateholder's pro rata share of the Underlying Securities
          shall be determined by allocating the principal amount of the
          Underlying Securities to the P&I Class Certificateholders and the
          Strip Class Certificateholders in accordance with the ratio of the
          related P&I Class Allocation and the applicable Strip Class
          Allocations. Further allocations of the related Underlying
          Securities shall be determined as follows:

                    (A) As between Certificateholders of a P&I Class, the pro
                    rata share of each of the P&I Class Certificateholders in
                    the Underlying Securities to be distributed to such P&I
                    Class Certificateholders shall be determined based on the
                    then unpaid Certificate Principal Balances of their
                    respective P&I Class Certificates.

                    (B) As between Certificateholders of an IO Strip Class,
                    the pro rata share of each of the IO Strip Class
                    Certificateholders in the Underlying Securities to be
                    distributed to such IO Strip Class Certificateholders
                    shall be determined based on the then outstanding Notional
                    Amounts or Amortizing Notional Balances, as applicable, of
                    their respective IO Strip Class Certificates.

                    (C) As between Certificateholders of a PO Strip Class, the
                    pro rata share of each of the PO Strip Class
                    Certificateholders in the Underlying Securities to be
                    distributed to such PO Strip Class Certificateholders
                    shall

                                       38
<PAGE>

                    be determined based on the then unpaid Certificate
                    Principal Balances of their respective PO Strip Class
                    Certificates.

               (2) In the event of a liquidation of the Underlying Securities
          by the Trustee for any reason other than upon the occurrence of an
          Event of Default or an SEC Reporting Failure, the Trustee shall
          allocate Available Funds in the manner set forth in the related
          Series Supplement; provided, however, that unless otherwise
          specified in any such Series Supplement, the respective pro rata
          shares of the Strip Class Certificateholders in the related
          Underlying Securities (after allocation of such Underlying
          Securities of the Liquidation Proceeds in respect thereto as
          provided in the related Series Supplement) shall be determined as
          follows:

                    (A) As between Certificateholders of an IO Strip Class,
                    the pro rata share of each of the IO Strip Class
                    Certificateholders in the Underlying Securities to be
                    distributed to such IO Strip Class Certificateholders
                    shall be equal to the lesser of (x) a pro rata share
                    (based on the proportion of the aggregate Notional Amount
                    or Amortizing Notional Balance, as applicable, of such
                    Holder's IO Strip Class Certificates to the outstanding
                    aggregate Notional Amount or Amortizing Notional Balance,
                    as applicable, of all IO Strip Class Certificates of such
                    Class) of the principal amount of Underlying Securities
                    remaining after the Trustee has allocated Available Funds
                    towards certain payments specified in the related Series
                    Supplement and (y) the present value of all amounts that
                    would otherwise have been payable on such IO Strip Class
                    Certificate for the period from the date of such
                    redemption or prepayment to the Final Scheduled
                    Distribution Date using the applicable Allocation Discount
                    Rate, assuming no delinquencies, deferrals, redemptions or
                    prepayments on the Underlying Securities.

                    (B) As between Certificateholders of a PO Strip Class, the
                    pro rata share of each of the PO Strip Class
                    Certificateholders in the Underlying Securities to be
                    distributed to such PO Strip Class Certificateholders
                    shall be equal to a pro rata share (based on the
                    proportion of the aggregate Certificate Principal Balance
                    of such Holder's PO Strip Class Certificates to the
                    outstanding aggregate Certificate Principal Balance of all
                    PO Strip Class Certificates of such Class) of the
                    principal amount of Underlying Securities remaining after
                    the Trustee has allocated Available Funds towards certain
                    payments specified in the related Series Supplement.


                                      38
<PAGE>

               (y) The amount requested to be distributed pursuant to Section
          4.01(i)(w) or 4.01(i)(x) must be in an even multiple of the minimum
          denomination of the Underlying Securities and may not exceed such
          requesting Certificateholder's pro rata share (as determined by the
          Calculation Agent in accordance with this Section 4.01(i)) of the
          Underlying Securities. Upon receipt of any such direction from a P&I
          Class Certificateholder or Strip Class Certificateholder, the
          Trustee shall not liquidate the requested portion of Underlying
          Securities and instead shall cause such Underlying Securities to be
          distributed to the requesting P&I Class Certificateholder or Strip
          Class Certificateholder; provided, however, that the Trustee shall
          not cause the distribution of any Underlying Securities to any P&I
          Class Certificateholder or Strip Class Certificateholder unless, but
          for the requesting P&I Class Certificateholder or Strip Class
          Certificateholder's giving direction in accordance with this Section
          4.01(i), such Underlying Securities would be liquidated as otherwise
          provided in these Standard Terms. Any portion of any P&I Class
          Certificateholder's or Strip Class Certificateholder's pro rata
          share of the Underlying Securities that is not distributed, based on
          the failure to meet the minimum denomination requirements or
          otherwise, shall be sold in accordance with the provisions of
          Section 4.01(d) or 3.12 hereof, as applicable, and the proceeds
          thereof distributed to such P&I Class Certificateholder or Strip
          Class Certificateholder.

               (z) All decisions and determinations of any Calculation Agent
          pursuant to this Section 4.01(i) shall be in its sole discretion and
          shall, in the absence of manifest error, be conclusive for all
          purposes and irrevocably binding upon the Certificateholders of the
          relevant Series or Class.

     (j) 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 such delayed payments.

     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 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.

     (b) The distributions of interest and principal on Registered
Certificates shall be made as follows:


                                       39
<PAGE>

          (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.

     (c) 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.

     (d) 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.

     (e) 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).

     (f) 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.

     SECTION 4.03.  Reports to Certificateholders.

     (a) 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

                                       40

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 Interest 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) the aggregate stated principal amount and, if applicable,
          notional amount of the Underlying Securities related to such Series,
          and the current interest rate or rates thereon at the close of
          business on such Distribution Date;

               (vii) the aggregate Certificate Principal Balance (or Notional
          Amount or Amortizing Notional Balance, 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 or Amortizing Notional
          Balance) due to the allocation of any Realized Losses on such
          Distribution Date or otherwise;

               (viii) 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.

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


                                      41
<PAGE>

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.

     (b) Unless otherwise specified in the applicable Series Supplement, the
Trustee shall appoint a firm of independent certified public accountants to
review each of the distribution reports prepared by the Trustee pursuant to
this Section 4.03 and to verify (x) the assertions of the Depositor and
Trustee in any report filed pursuant to this Section 4.03 and Section 3.09(a)
are fairly stated in all material respects and (y) that the Depositor and the
Trustee have each fulfilled their obligations under this Trust Agreement. The
Trustee shall instruct the accountants (i) to promptly report to the Trustee
any errors in such distribution reports discovered in verifying such
calculations and (ii) to render to the Trustee an annual examination report,
prepared in compliance with established or stated criteria as set forth in the
professional standards of the American Institute of Certified Public
Accountants, within 45 days (or such longer period as may be acceptable to the
Trustee) following the end of each calendar year that specifies the
calculations made in reviewing the distribution reports prepared by the
Trustee for the previous calendar year and such accountants' associated
findings.

     (c) If any Certificates of a given Series are listed on the New York
Stock Exchange, the Trustee shall simultaneously forward reports to
Certificateholders pursuant to this Section 4.03 of the Standard Terms to the
New York Stock Exchange.

     SECTION 4.04. 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. Notwithstanding the foregoing, unless
otherwise so specified in the applicable Series Supplement, the outstanding
Certificate Principal Balance, Amortizing Notional Balance or Notional Amount,
as the case may be, of the Certificates of such Series shall not be reduced by
the amount of any Realized Losses.

     SECTION 4.05.  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


                                      42
<PAGE>

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 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 4.06. Optional Exchange. (a) On any Exchange Date, any Holder of a
like percentage of (x) P&I Class Certificates of a Series, (y) each Strip
Class Certificates, if any, of a Series and (z) the related Call Warrants, if
Call Warrants related to the related Underlying Securities are outstanding,
may exchange such Certificates and, if applicable, such Call Warrants, for a
distribution of Underlying Securities representing the same percentage of the
Underlying Securities as the aggregate Certificate Principal Balance,
Amortizing Notional Balance or Notional Amount, as applicable, of such P&I
Class Certificates and Strip Class Certificates represent, with respect to
their respective Classes, of all outstanding Certificates in their respective
Classes.

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


               (i) A notice specifying the number of Call Warrants and/or
          Certificates being surrendered and the Optional Exchange Date shall
          be delivered to the Trustee no less than 20 days but not more than
          30 days before the Optional Exchange Date.


               (ii) Certificates and, if applicable, the Call Warrants, shall
          be surrendered to the Trustee no later than 10:00 a.m. (New York
          City time) on the Optional Exchange Date.

               (iii) P&I Class Certificates and Strip Class Certificates
          representing a like percentage (or, subject to clause (viii) below,
          as close as practical thereto) of the Certificate Principal Balance,
          Amortizing Notional Balance or Notional

                                       43
<PAGE>

          Amount, as applicable, of all Outstanding Certificates and
          Certificates of their respective Classes shall be surrendered.

               (iv) The Trustee shall have received upon its request an
          Opinion of Counsel that (x) 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 (y) such Optional Exchange would not
          cause the Trust to be treated as an association or publicly traded
          partnership taxable as a corporation for federal income tax
          purposes.

               (v) The Trustee shall have received a certification from the
          Certificateholder that any Certificates being surrendered have been
          held for at least six months.

               (vi) Except where all of the Certificates and Call Warrants
          related to a Series are being exercised, the Certificates being
          surrendered may represent no more than 5% of the initial aggregate
          Certificate Principal Balance, Amortizing Notional Balance or
          Notional Amount, as applicable, of the Certificates.

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

               (viii) This Section 4.06 shall not provide any person with a
          lien against, an interest in or a right to specific performance with
          respect to the Underlying Securities; provided, however, that
          satisfaction of the conditions set forth in this Section 4.06 shall
          entitle the Certificateholder or Warrant Holder, as applicable, to a
          distribution thereof.

               (ix) The aggregate Certificate Principal Balance, Amortizing
          Notional Balance or Notional Amount, as the case may be, of
          Certificates exchanged in connection with any Optional Exchange
          pursuant to this Section shall be in an amount that will entitle the
          Certificateholders thereof to Underlying Securities in an even
          multiple of the minimum denomination of such Underlying Securities.
          In the event that the face amount of Underlying Securities to be
          distributed in connection with any Optional Exchange pursuant to
          this Section 4.06 is not an even multiple of the minimum
          denomination of the Underlying Securities, such amount shall be
          rounded down to such minimum denomination. Following such a
          rounding, the aggregate Certificate Principal Balance, Amortizing
          Notional Balance or Notional Amount of Certificates accepted for
          exchange shall be reduced to take into account the effect of such
          rounding and the Certificateholders (and, if applicable, the
          relevant Warrant Holders) requesting the Optional Exchange shall be
          issued Certificates in the amount of the remainder. If such
          Certificates are called Certificates, they may be exchanged for a
          distribution of


                                      44
<PAGE>

          Underlying Securities on any subsequent Call Date on which the other
          requirements of this Section 4.06 are met. For purposes of this
          provision, in any Optional Exchange of Certificates for Underlying
          Securities on a Call Date by two or more Certificateholders (and, if
          applicable, the relevant Warrant Holders), the Trustee shall
          determine the effects of rounding for purposes of the second
          preceding sentence with regard to the aggregate amount of Underlying
          Securities to be distributed (rather than each such
          Certificateholder's (and, if applicable, Warrant Holder's)
          individual allotment) and shall round each Certificateholder's (and,
          if applicable, Warrant Holder's) proportionate distribution in
          accordance with such instructions from such parties.

               (x) In the event such Optional Exchange shall occur prior to
          the Initial Distribution Date, the Certificateholders exercising the
          Optional Exchange shall pay an amount to the Trustee, on the
          Optional Exchange Date, an equal to the sum obtained by multiplying
          the amount of Initial Accrued Interest by a fraction, the numerator
          of which shall be the Certificate Principal Balance of P&I
          Certificates being exchanged on such Optional Exchange Date and the
          denominator of which shall be the total Certificate Principal
          Balance of P&I Certificates, which amount shall be paid by the
          Trustee to the Depositor.

     (c) The related Series Supplement may set forth additional terms and/or
conditions of an Optional Exchange that may relate to, but are not limited to,
the following:

               (1) limitations on the right of an exchanging Holder to receive
          any benefit upon exchange from any Credit Support; and

               (2) 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.


     (d) Unless otherwise provided in the applicable Series Supplement, no
Certificate may be exchanged pursuant to this Section unless the Trustee has
received at least 20 days but not more than 30 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, Amortizing Notional Balance or Notional
Amount, as applicable, 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

                                       45
<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, Amortizing
Notional Balance or Notional Amount, as applicable, of such Certificate
provided that (x) the Certificate Principal Balance, Amortizing Notional
Balance or Notional Amount remaining Outstanding after such exchange is an
authorized denomination, (y) such partial exchange is limited in amount to a
maximum of 5% of the initital aggregate Certificate Principal Balance,
Amortizing Notional Balance or Notional Amount and (z) 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,
Amortizing Notional Balance or Notional Amount, as applicable, thereof shall
be issued (which, in the case of any Registered Certificate, shall be in the
name of the Holder of such exchanged Certificate).


     (e) Upon the completion of any such optional exchange, the Trustee shall
give prompt written notice thereof to each Rating Agency then rating
Certificates of the related Series.

     SECTION 4.07. Optional Call. (a) If applicable with respect to a Series of
Certificates, concurrently with the execution of the related Series
Supplement, the Depositor shall execute a Warrant Agent Agreement dated as of
the related Issue Date, substantially in the form attached as an exhibit to
the related Series Supplement, which will provide the related Warrant Holder
with a right to call the related Underlying Securities.

     (b) Unless otherwise specified in the related Series Supplement, if the
Trustee receives notice of a tender offer for some or all of the related
Underlying Securities, the Trustee shall, within one Business Day, notify the
Warrant Agent and forward to the Warrant Agent copies of all materials
received by the Trustee in connection therewith. Upon the commencement of a
tender offer from the Underlying Securities Issuer or an affiliate thereof and
if the Trustee receives a Call Notice from any Warrant Holder no later than
five Business Days prior to the expiration of the tender offer acceptance
period that such Warrant Holder desires to exercise all or a portion of its
Call Warrants in connection with the consummation of any such tender offer,
then the Trustee shall tender, in compliance with the tender offer
requirements, an amount of Underlying Securities equal to the amount of
Underlying Securities that would be distributable to the Warrant Holder in
connection with the exercise of such Call Warrants.

     (c) If the Trustee receives notice of a redemption by the Underlying
Securities Issuer or an Affiliate thereof for some or all of the Underlying
Securities, the Trustee shall, within one Business Day, notify the Warrant
Agent, if any, and forward to any such Warrant Agent copies of all materials
received by the Trustee in connection therewith. Any Warrant Holder that
desires to call Underlying Securities in connection with a redemption by the
Underlying Securities Issuer shall send a Call Notice to the Trustee no later
than five Business Days prior to the date such Underlying Securities are to be
redeemed.


                                      46
<PAGE>

     (d) Proceeds received by the Trustee in connection with any exercise of
Call Warrants will be allocated to the related Certificateholders in the
manner set forth in the related Series Supplement.

     (e) A Plan fiduciary, whether or not a Certificateholder at such time,
may request in writing that the Trustee provide such Plan fiduciary with such
information as shall be necessary for it to determine whether any of the
related Call Warrant Holders is (i) a "party in interest" (within the meaning
of ERISA, Section 3(14)); or (ii) a "disqualified person" within the meaning
of Internal Revenue Code ("Code") Section 4975(e)(2) with respect to any
employee benefit plan or Plan identified to the Trustee by such Plan fiduciary
at the time such request is made in order for the Plan fiduciary to determine
whether an investment in the Certificates by such Plan is or would be
permissible under ERISA or the Code. Any such written request of a Plan
fiduciary shall be accompanied by a certification of the Plan fiduciary,
opinion of counsel experienced in such issues, and such other documentation as
the Trustee may require, in order to establish that such disclosure is
necessary for the Plan fiduciary to determine compliance with ERISA and the
Code, as well as a confidentiality agreement, whereby the Plan fiduciary
agrees not to disclose the identity of any Call Warrant Holders except to any
legal or other experts as necessary to make such determination.

                                  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.

     (b) 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 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.

     (c) 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

                                      47
<PAGE>

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.


     SECTION 5.02. Execution, Authentication and Delivery. (a) The Certificates
of a Series shall be executed by the Trustee, upon written direction by the
Depositor. The signature of the Trustee may be manual or facsimile.
Certificates bearing the manual or facsimile signature of individuals who were
at any time the proper officers of the Trustee 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.

     (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 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 or, if
authorized, in bearer form with one or more coupons or without coupons, 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. Except as otherwise specified
in the applicable Series Supplement, (a) after the preparation of Definitive
Certificates of such Series or Class, the temporary Certificates of such
Series or Class shall be exchangeable for Definitive Certificates of such
Series or Class upon surrender of the temporary Certificates of such Series or
Class at the office of the Trustee in a Place of Distribution for such Series
or Class, without charge to the Holder, except as provided in Section 5.04 in
connection with a transfer, and (b) upon surrender for cancellation of any one
or more temporary Certificates of any Series or Class within such Series
(accompanied by any unmatured coupons appertaining thereto), the Depositor
shall execute and the Trustees


                                      48
<PAGE>

shall authenticate and deliver in exchange therefore Definitive Certificates
with a like Certificate Principal Balance, Notional Amount or Amortizing
Notional Balance, as applicable, of the same Series (or Class within such
Series) of authorized denominations and of like tenor. Until so exchanged,
temporary Certificates of any Series (or Class within such Series) shall in
all respects be entitled to the same benefits under this Trust Agreement as
Definitive Certificates of such Series or Class, except as otherwise specified
in the applicable Series Supplement with respect to the payment of interest on
Global Securities in temporary form.

     Upon any exchange of a portion of a temporary Global Security for a
definitive Global Security or for the individual Definitive Certificates
represented thereby pursuant to this Section 5.03 or Section 5.04, the
temporary Global Security shall be endorsed by the Trustee to reflect the
reduction of the aggregate Certificate Principal Balance, Notional Amount or
Amortizing Notional Balance, as applicable, evidenced thereby, whereupon the
aggregate Certificate Principal Balance, Notional Amount or Amortizing
Notional Balance, as applicable, of such temporary Global Security shall be
reduced for all purposes by the amount so exchanged and endorsed.

     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 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 UCC 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, Notional Amount or Amortizing Notional Balance, as
applicable.


                                      49
<PAGE>

     (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, Notional Amount or Amortizing
Notional Balance, 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 Series or
Class in an aggregate Certificate Principal Balance, Notional Amount or
Amortizing Notional Balance, as applicable, equal to the aggregate Certificate
Principal Balance, Notional Amount or Amortizing Notional Balance, 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, Notional Amount or
Amortizing Notional Balance, as applicable, equal to the aggregate Certificate
Principal Balance, Notional Amount or Amortizing Notional Balance, 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

                                      50
<PAGE>

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, Notional Amount or Amortizing Notional
     Balance, 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, Notional Amount or Amortizing Notional Balance, as
     applicable, of the surrendered Global Security and the aggregate
     Certificate Principal Balance, Notional Amount or Amortizing Notional
     Balance, 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.

     (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


                                      51
<PAGE>

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.

     (k) (i) No Private Certificate may be offered, resold, assigned or
otherwise transferred (including by pledge or hypothecation) unless the
purchaser or transferee is a QIB or an Accredited Investor; provided, however,
that if such purchaser or transferee is a QIB, it shall be required to
represent that (a) if it is a dealer of the type described in paragraph
(a)(1)(ii) of Rule 144A, such purchaser or transferee owns and invests on a
discretionary basis not less than U.S. $25,000,000 in securities of issuers
that are not affiliated with it and (b) it is not a participant-directed
employee plan, such as a 401(k) plan, or any other type of plan referred to in
paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A, or a trust fund referred
to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a
plan, unless investment decisions with respect to the plan are made solely by
the fiduciary, trustee or sponsor of such plan.

          (A) Prior to any offer, resale, assignment or transfer of any
          Private Certificates to a QIB in accordance with Rule 144A, the
          prospective transferee shall deliver to the Trustee an executed copy
          of an Investment Letter with respect to the Private Certificates to
          be transferred and the transferor must provide the Trustee with a
          Transferor Certificate. In the event the resale, assignment or
          transfer shall involve Private Certificates then being held in
          physical form, such Private Certificates shall be delivered to the
          Trustee for cancellation and the Trustee shall instruct the
          Depository to increase (x) in the case of an IO Strip Class, the
          aggregate Notional Amount or Amortizing Notional Balance, as
          applicable, or (y) in the case of a P&I Class or a PO Strip Class,
          the aggregate Certificate Principal Balance, of such Private
          Certificates held in book-entry form by an amount equal to the
          aggregate notional amount or aggregate principal amount, as the case
          may be, of the Private Certificates so resold, assigned or
          transferred and to issue a beneficial interest in such global
          Private Certificates to such transferee.

          (B) Prior to any offer, resale, assignment or transfer of any
          Private Certificates to an Accredited Investor, the prospective
          transferee and the prospective transferor shall be required to
          deliver to the Trustee documentation certifying that the offer,
          resale, assignment or transfer is made pursuant to an available
          exemption from registration provided under the Securities Act and in
          accordance with any applicable securities laws of any state of the
          United States and other jurisdictions and, in the event any such
          Private Certificate shall then be held in book entry form and such
          resale, assignment or transfer shall be to an Accredited Investor
          that is not a QIB, the Trustee shall instruct the Depository to
          decrease (x) in the case of an IO Strip Class, the aggregate
          Notional Amount or Amortizing Notional Balance, as applicable, or
          (y) in the case of a P&I Class or a PO Strip Class, the Certificate
          Principal Balance, of such Private Certificates held in book entry
          form and the Trustee shall authenticate and deliver one

                                      52
<PAGE>

          or more Private Certificates in physical form in an aggregate
          notional amount or aggregate principal amount, as the case may be,
          equal to the amount of Private Certificates resold, assigned or
          transferred.

     The Trustee may conclusively rely on the statements in any Investment
Letter, Transferor Certificate or other documentation provided pursuant to
Section 5.04(l)(i)(A) or 5.04(l)(i)(B) and shall be entitled to rely
conclusively on the continuing accuracy thereof from time to time (unless and
until otherwise notified in writing by the signatory thereto) in determining
whether the provisions of this Section 5.04(l) have been complied with. None
of the Certificate Trustee, the Depositor or any other Person shall be
required to register the Certificates under the Securities Act or any state
securities laws.

          (ii) In addition to the foregoing, each prospective transferee of
any Private Certificates shall acknowledge, represent and agree as follows:

          (A) The transferee (1) is a QIB and (x) is aware that the sale to it
          is being made in reliance on Rule 144A and (y) is acquiring such
          Private Certificates for its own account or for the account of a QIB
          or (2) is an Accredited Investor. If such beneficial owner is a QIB,
          then (a) if it is a dealer of the type described in paragraph
          (a)(1)(ii) of Rule 144A under the Securities Act, it owns and
          invests on a discretionary basis not less than U.S. $25,000,000 in
          securities of issuers that are not affiliated with it and (b) it is
          not a participant-directed employee plan, such as a 401(k) plan, or
          any other type of plan referred to in paragraph (a)(1)(i)(D) or
          (a)(1)(i)(E) of Rule 144A, or a trust fund referred to in paragraph
          (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan,
          unless investment decisions with respect to the plan are made solely
          by the fiduciary, trustee or sponsor of such plan.

          (B) The transferee understands that the Private Certificates are
          being offered in a transaction not involving any public offering in
          the United States within the meaning of the Securities Act, and that
          the Private Certificates have not been and will not be registered
          under the Securities Act.

          (C) The transferee agrees that (x) if in the future it decides to
          offer, resell, pledge or otherwise transfer the Private
          Certificates, such Private Certificates shall only be offered,
          resold, assigned or otherwise transferred (1) to a QIB, in
          accordance with Rule 144A or (2) to an Accredited Investor, and, in
          each case, in accordance with any applicable securities laws of any
          state of the United States and other jurisdictions and (y) the
          transferee will, and each subsequent Holder is required to, notify
          any subsequent purchaser of such Private Certificates from it of the
          resale restrictions referred to in subclause (x) above.

                                      53
<PAGE>

          (D) The transferee understands that none of the Trustee, the
Depositor or the Underwriter is acting as a fiduciary or financial or investment
adviser for such transferee.

          (E) The transferee agrees that it is not relying (for purposes of
making any investment decision or otherwise) upon any advice, counsel or
representations (whether written or oral) of the Trustee, the Depositor
or the Underwriter other than any statements in a current offering memorandum
for such Certificates.

          (F) The transferee agrees that it has consulted with its own legal,
     regulatory, tax, business, investment, financial and accounting advisers
     to the extent it has deemed necessary and has made its own investment
     decisions (including decisions regarding the suitability of any
     transaction pursuant to the Trust Agreement) based upon its own judgment
     and upon any advice from such advisers as it has deemed necessary and not
     upon any view expressed by the Trustee, the Depositor or the Underwriter.

          (G) The transferee understands that the Private Certificates are
being offered only in a transaction not involving any public offering in
the United States within the meaning of the Securities Act, the Private
Certificates have not been and will not be registered under the
Securities Act, and, if in the future such beneficial owner decides to
offer, resell, pledge or otherwise transfer the Private Certificates,
such Private Certificates may be offered, resold, pledged or otherwise
transferred only in accordance with the provisions of the Trust Agreement
and the legend on such Private Certificates. Such transferee acknowledges
that no representation has been made as to the availability of any
exemption under the Securities Act or any state securities laws for
resale of the Private Certificates.

          (iii) No Private Certificate may be sold or transferred (including,
     without limitation by pledge or hypothecation) unless such sale or
     transfer is exempt from the registration requirements of the Securities
     Act and is exempt under applicable state securities laws. No purported
     transfer of any interest in any Private Certificate of any Series or any
     portion thereof that is not made in accordance with this Section 5.04(l)
     shall not be effective against or binding upon the Trust and any such
     purported transfer shall be null and void ab initio and vest in the
     purported transferee no rights under this Trust Agreement or against the
     related Underlying Assets in respect of such Series.

     (l) The Private Certificates of a Series will, unless otherwise agreed by
the Depositor and the Trustee, bear a legend substantially to the following
effect:

          "THIS CERTIFICATE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER
          THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED,


                                      54
<PAGE>

          SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION UNDER SUCH
          ACT IS IN EFFECT OR PURSUANT TO AN EXEMPTION THEREFROM UNDER SUCH
          ACT. THE CERTIFICATE REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN
          ACCORDANCE WITH THE TERMS OF THE TRUST AGREEMENT.

          EACH PURCHASER OF THIS CERTIFICATE IS HEREBY NOTIFIED THAT THE
          SELLER OF THIS CERTIFICATE MAY BE RELYING ON THE EXEMPTION FROM THE
          PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
          THEREUNDER."

     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.

     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.


                                      55
<PAGE>

     (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, Notional Amount or Amortizing Notional Balance,
as applicable, equal to the aggregate initial Certificate Principal Balance,
Notional Amount or Amortizing Notional Balance, 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 5.09. Unless and until
definitive, fully registered Certificates (the "Definitive Certificates") have
been issued to Holders of such Series or Class pursuant to Section 5.10:

          (i)

the provisions of this Section 5.08 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 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;


                                      56
<PAGE>

          (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 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 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


                                      57
<PAGE>


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.

     (b) 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.

     (c) 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.

     (d) 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 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



                                      58
<PAGE>

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
          applicable Issue 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 by-laws, 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
          or any Credit Support Instrument, 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.

     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

                                      59
<PAGE>

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 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


                                      60
<PAGE>

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)
The Trustee, as holder of the Underlying Securities, has the right to vote and
give consents and waivers in respect of such Underlying Securities as
permitted by the depository with respect thereto and except as otherwise
limited by the Trust Agreement. In the event that the Trustee receives a
request from the Depository, Underlying Securities Trustee or Underlying
Securities Issuer for its consent to any amendment, modification or waiver in
respect of the Underlying Securities or any document 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 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 Voting Rights of the Certificates) as the Certificates of the Trust
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.

     (b) Notwithstanding the foregoing paragraph (a), the Trustee shall at no
time vote in favor of or consent to any matter (i) which would defer the
timing or reduce the amount of any then presently scheduled payment on the
Underlying Securities, including, without limitation, the deferral or
elimination of any then existing right of Certificateholders to demand to
accelerate the Underlying Securities following a default thereon or (ii) which
would result in the exchange or substitution of any Underlying Security,
except in each case with (x) the unanimous consent of the Certificateholders
and (y) an opinion of counsel that such vote or consent would not materially
increase the risk that the related Trust would be taxed as an association or
publicly traded partnership taxable as a corporation under the Code; provided,
however, that if an Event of Default has occurred and is continuing on the
date on which any


                                      61
<PAGE>

consent or vote described in clause (i) or (ii) of this paragraph (b) is
required, the requirement set forth in clause (x) of this paragraph (b) shall
not apply and the Trustee shall instead consent or vote, or refrain from
consenting or voting, in the same proportion (based on the relative Voting
Rights of the Certificates) as the Certificates of the Trust 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.

     (c) Notwithstanding anything to the contrary stated herein, the Trustee
shall at no time vote in favor of or consent to any matter that would cause
the related Trust to be taxed as an association or publicly traded partnership
taxable as a corporation under the Code.

     (d) 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.

     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 Underlying
Securities Issuer(s). Such Certificateholders are not required to join other
Certificateholders of Certificates, the Depositor or the Trustee in order to
proceed against the Underlying Securities Issuer(s).

     SECTION 5.17. Notices of Events of Default, Defeasance. (a) As promptly
as practicable after, and in any event within 30 days after, the occurrence of
any Event of Default with respect to a Series actually known to the Trustee,
the Trustee shall give notice of such Event of Default to the Depository, or,
if any Certificates of such Series are not then held by DTC or any other
depository, directly to the registered Holders of such Certificates and, if
applicable, to the Warrant Agent. 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


                                      62
<PAGE>

withholding such notice if in good faith it determines that the withholding of
such notice is in the interest of the Certificateholders.

     (b) In addition, if applicable with respect to a given Series, the
Trustee shall promptly notify each Rating Agency then rating the Certificates
of such Series upon its obtaining actual knowledge of the occurrence of a
defeasance under the applicable Underlying Securities Issuance Agreement with
respect to the Underlying Securities.

     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
and Call Warrants of a Series, subject to the approval of (i) Certificates
representing not less than the Required Percentage and (ii) if applicable,
100% of the Warrant Holders, 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 Series not taking part in such direction;
               and

                    (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 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:


                                      63
<PAGE>

                    (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.

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. 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


                                      64
<PAGE>

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.

     Unless otherwise provided in a related Series Supplement, each 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.


                                      65
<PAGE>

     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. If Certificates are owned by Persons other than the Depositor, then
the Certificates beneficially owned by 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.

     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
Underlying Securities Issuer(s). (a) The sole obligor with respect to any
Underlying Security is the Underlying Securities 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 Underlying
Securities 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 man
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


                                      66
<PAGE>

Securities transferred to it on the Issue 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 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 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;


                                      67
<PAGE>

          (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 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


                                      68
<PAGE>

     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.

     (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 Exchange Act
in accordance with the customary practices of the Depositor. The Depositor
will respond


                                      69
<PAGE>

reasonably promptly to any inquiry of the Trustee as to such customary
practices of the Depositor. Unless otherwise specified in the applicable
Series Supplement, any such periodic reports filed by the Trustee need not
contain any independent reports.

     (g) In the event that the Internal Revenue Service challenges the
characterization of a 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 related Certificateholders.

     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 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 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.


                                      70
<PAGE>

     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;

          (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 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


                                      71
<PAGE>

          (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 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) As compensation for its
services hereunder with respect to each Series for which the Trustee acts as
Trustee, the Trustee shall be entitled to the Trustee Fee and any amounts that
constitute any Extraordinary Trust Expenses approved by 100% of the
Certificateholders. The Trustee Fee with respect to any Series shall be paid
by the Depositor and not from any related 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 related
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 of
a given Series unless all the Holders of the P&I Class Certificates and Strip
Class Certificates of such Series then Outstanding have directed 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
7.06(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.



                                      72
<PAGE>

     (c) 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.

     (d) 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 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.

     (e) 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.

     (f) Subject to subsection 7.06(g), 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.

     (g) 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 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 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



                                      73
<PAGE>

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 Trustee may be removed as Trustee hereunder (i) by the Depositor
at any time by written notice delivered to the Trustee and each Rating Agency
in the manner provided in Section 10.04 hereof or (ii) by the Holders of the
Required Percentage of Certificates upon 60 days prior written notice
delivered to the Trustee and each Rating Agency in the manner provided in
Section 10.04 hereof. Any 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, 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



                                      74
<PAGE>

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 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 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 the trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided that 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:



                                      75
<PAGE>

               (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 (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


                                      76
<PAGE>

          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 date hereof.

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.

     (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.


                                      77
<PAGE>

     (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 Underlying
Securities Issuer(s). (a) The sole obligor with respect to any Underlying
Security is the Underlying Securities 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 Underlying
Securities 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 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.


                                      78
<PAGE>

     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 2004, 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. On or after an Issue Date in respect of any
Trust, the Trustee may enter into one or more Market Agent Agreements with
Lehman Brothers Inc. (or any other Person approved by the Depositor that is
eligible to act as Market Agent pursuant to this Section), as the initial
Market Agent. 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.

                                      79
<PAGE>

                                  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
Underlying Securities Issuer or purchase thereof pursuant to an exercise of
Call Warrants) 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 its Corporate Trust Office in New York
City 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.

                                   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;



                                      80
<PAGE>

               (ii) to correct or supplement any provision herein which may be
          defective or inconsistent with any other provision herein or in the
          prospectus supplement;

               (iii) 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 Issue 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;

               (iv) to evidence and provide for the acceptance of appointment
          hereunder by a successor Trustee with respect to the Certificates of
          one or more Series or 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 trusts hereunder;

               (v) to add or supplement any credit support for the benefit of
          any Certificateholders (provided that if any such addition affects
          any Series or Class of Certificateholders differently than any other
          Series or Class of Certificateholders, then such addition will not,
          as evidenced by an Opinion of Counsel, have a material adverse
          effect on the interests of any affected Series or Class of
          Certificateholders);

               (vi) to add to the covenants, restrictions or obligations of
          the Depositor, the Sub-Administrative Agent, if any, or the Trustee
          for the benefit of the Certificateholders;

               (vii) 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; or

               (viii) to comply with any requirements imposed by the Code or
          the Investment Company Act of 1940.


     (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 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 100% of the Holders of such Certificates, or (ii) reduce the
percentage of aggregate Voting


                                      81
<PAGE>

Rights required by (i), as described in (i), 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 not be entitled to Voting Rights with respect to
matters affecting such Certificates, except that in the case of any
modification or amendment requiring the consent of 100% of the Holders of
Certificates of a particular Series (or Class within a Series), Certificates
registered in the name of the Depositor or the Trustee or any Affiliate shall
be entitled to Voting Rights will respect to such modification or amendment;
and provided, further, that in the event the Rating Agency Condition is not
satisfied with respect to such modification or amendment, the Required
Percentage 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 10.01(b) shall not be amended without the unanimous consent of the
Holders of all such Certificates.

     (c) Notwithstanding anything herein to the contrary, the Trustee shall
not consent to any amendment or modification of these Standard Terms, the
related Series Supplement or related Warrant Agent Agreement which would
adversely affect the Warrant Holders or any Certificateholder in respect of
any Class of Certificates within any Series (including, without limitation,
any alteration of the timing or amount of any payment of the related Call
Price in a manner adverse to such Warrant Holders) without the prior written
consent of 100% of such Warrant Holders and 100% of the Holders of such
Certificates.

     (d) 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.


                                      82
<PAGE>

     (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
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 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 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 required
hereunder or under the applicable Series Supplement shall be in writing and
shall be delivered as set forth below (unless written notice is otherwise
provided to the Trustee):

     If to the Depositor, to:

            Select Asset Inc.
            745 Seventh Avenue
            New York, New York  10019


                                      83
<PAGE>

            Attention:  Structured Credit Trading
            Telephone:  (212) 526-6575
            Facsimile:  (201) 508-4621

     If to the Trustee or the Warrant Agent, to:

            [               ]
            [               ]
            [               ]
            Attention:  [               ]
            Telephone:  [               ]
            Facsimile:  [               ]

     If to the Rating Agencies, to, as applicable:

            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 Ratings Services
            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:  Jonathan M. Kiesel, Senior Listing Representative
            Telephone:  (212) 656-5090
            Facsimile:  (212) 656-5465

     (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.  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 the number set forth in clause (a) above.  The
Depositor may change this information by written notice to the Trustee.  Any and
all notices to be given to the Trustee shall be deemed to have


                                      84
<PAGE>

been duly given if sent by facsimile transmission to the Trustee at the number
set forth in clause (a) above. The Trustee may change this information by
notice to the Depositor.

     (c) If applicable with respect to a given Series, copies of all
directions, demands and notices required to be given to the Certificateholders
hereunder or under the Series Supplement will also be given to the Warrant
Holders in writing as set forth in the Series Supplement, and copies of all
directions, demands and notices required to be given to the Trustee hereunder
or under the Series Supplement will also be given to the Warrant Agent in
writing as set forth in the Series Supplement.

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

     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 of which it has actual knowledge:

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

          (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;

          (v)   the occurrence of an SEC Reporting Failure;

          (vi)  the exercise of any Call Warrant; and


          (vii) any liquidation of the Underlying Securities, whether
                following an Event of Default, an SEC Reporting Failure or
                otherwise.


     (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 notice given pursuant to this Section 10.05 shall be in writing
and shall be deemed to have been duly given if (i) personally delivered or
mailed by first class mail, postage prepaid, or by express delivery service to
each Rating Agency at the address specified in Section 10.04 or in the
applicable Series Supplement, or (ii) sent by facsimile transmission to each
Rating Agency at the facsimile transmission number specified in Section 10.04
or in the applicable Series Supplement. Any Rating Agency may change the
information set forth in Section 10.04 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


                                      85
<PAGE>

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.

     (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 UCC 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 UCC 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



                                      86
<PAGE>

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, 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 these Standard Terms
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.



                                      87
<PAGE>

     (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. 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 it first obtains written confirmation from each relevant Rating Agency
that such action will not result in the reduction, withdrawal or
qualification, of the rating of any outstanding Series of Certificates.


                                      88
<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.

                                     SELECT ASSET INC.,
                                     as Depositor


                                     By: _____________________________________
                                         Name:
                                         Title:


                                     [TRUSTEE],
                                     as Trustee


                                     By: _____________________________________
                                         Name:
                                         Title:




                                      89
<PAGE>




                                   EXHIBIT A

                           FORM OF INVESTMENT LETTER



<PAGE>




                                   EXHIBIT B

                        FORM OF TRANSFEROR CERTIFICATE



<PAGE>



                                   EXHIBIT C


                        FORM OF WARRANT AGENT AGREEMENT

                          SELECT ASSET INC. WARRANTS
                            Series 20[o]-[o] Trust

     WARRANT AGENT AGREEMENT, dated as of [o] (the "Warrant Agent Agreement"),
by and between SELECT ASSET INC., as Warrant Originator (the "Warrant
Originator"), and [o], as Warrant Agent (the "Warrant Agent").

                             W I T N E S S E T H:

     In consideration of the mutual covenants expressed herein, the Warrant
Originator and the Warrant Agent have duly authorized the execution and
delivery of this Warrant Agent Agreement to provide for the issuance of Call
Warrants, issuable as provided herein.

                                   ARTICLE I

                                  DEFINITIONS

     As used herein, unless the context otherwise requires, the following
terms have the following respective meanings:

     "Business Day": As defined in the Trust Agreement.


     "Call Date": Any Business Day that any Holder of Call Warrants designates
as a Call Date occurring on or after the Scheduled Call Commencement Date or
prior thereto on any Business Day (i) following an announcement by the
Underlying Securities Issuer of any redemption, prepayment or unscheduled
payment of principal on the Underlying Securities (but on or before the date
any such redemption, prepayment or unscheduled payment is made), (ii)
following notification from the Trustee to Certificateholders of an Event of
Default or an SEC Reporting Failure (but on or before the date of any proposed
sale of the Underlying Securities pursuant to Section 3.11 or 4.01(i) of the
Agreement) or (iii) during the period following an announcement by the
Underlying Securities Issuer or an Affiliate thereof of any proposed tender
offer for some or all of the Underlying Securities (but on or before the date
such tender offer expires or is consummated).


     "Call Notice": As defined in Section 3.1(a)(ii) hereof.

     "Call Price": With respect to each Call Warrant being exercised, an
amount equal to the sum of (i) $[o] (correlating to the aggregate principal
balance of P&I Class Certificates that will be redeemed with the proceeds of
the exercise of the Call Warrant); (ii) in connection with any exercise of a
Call Warrant prior to the Scheduled Call Commencement Date, $[o] (correlating
to $1.50 per $25 in principal balance of P&I Class Certificates that will be
redeemed in connection with the exercise of the Call Warrant); (iii) the
present value (discounted at a rate of [o]% per annum) of any unpaid amounts
due or to become due on $[o] aggregate principal or



                                     C-1
<PAGE>

notional amount of the Strip Class Certificates related to the Called
Underlying Securities (assuming that such Strip Class Certificates were paid
when due and were not redeemed or prepaid prior to their stated maturity); and
(iv) accrued and unpaid interest at the P&I Class Interest Rate on the
principal balance of P&I Class Certificates that will be redeemed with the
proceeds of the Call Warrant.

     "Call Warrants": As defined in the recitals.

     "Called Underlying Securities": As defined in Section 3.1(b) hereof.

     "Certificate Account": As defined in the Trust Agreement.

     "Certificated Call Warrant": A definitive physical Call Warrant in fully
registerable form.

     "Corresponding Strip Class Certificates": Means, in connection with any
exercise of a Call Warrant, Strip Class Certificates having an aggregate
[Amortizing Notional Balance] [Certificate Principal Balance] equal to [o]% of
the principal amount of the Called Underlying Securities.

     "Depositor": As defined in the recitals.

     "Depositor Order": As defined in the Trust Agreement.

     "Depository": [o]

     "Global Call Warrant": Means a definitive, fully registered Call Warrants
deposited with the Warrant Agent as custodian for, and registered in the name
of, a nominee of the Depository.

     "Investor Representation Letter": A letter substantially in the form of
Exhibit A attached hereto, duly completed as appropriate.

     "Issue Date": [o]

     "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.

     "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.

     "Purchaser": Any Person who acquires a Call Warrant represented by an
interest in a Global Call Warrant or Certificated Call Warrant.

     "QIB": As defined in Section 4.1 hereof.



                                     C-2
<PAGE>

     "Rating Agencies": Standard & Poor's Ratings Services, a division of The
McGraw Hill Companies, Inc. and Moody's Investors Service, Inc. and any
successor thereto.

     "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.

     "Required Percentage--Amendment": As defined in the Trust Agreement.

     "Rule 144A": As defined in Section 4.1.

     "Securities Act": The Securities Act of 1933, or any similar federal
statute, and the rules and regulations of the Commission thereunder, all as
the same shall be in effect at the time.

     "Scheduled Call Commencement Date": The fifth anniversary of the Issue
Date.

     "Securities Act" The United States Securities Act of 1993, as amended.

     "Trust": As defined in the recitals.

     "Trust Agreement": As defined in the recitals.

     "Trustee": As defined in the recitals, or any successor thereto under the
Trust Agreement.

     "Warrant Agent": As defined in the recitals, or any successor thereto
under this Warrant Agent Agreement.

     "Warrant Agent Agreement": As defined in the recitals.

     "Warrant Holder": As defined in Section 3.1(a) hereof.

     Capitalized terms used herein but not defined herein have the meanings
set forth in the Trust Agreement.

                                  ARTICLE II

                           CREATION OF CALL WARRANTS

     SECTION 2.01. The Trust.

     (a) Select Asset Inc. (the "Depositor") and [o], not in its individual
capacity but solely as Trustee (the "Trustee"), will form the [Select Asset
Inc. [o] [Note][Debenture]-Backed Series 20[o]-[o] Trust] (the "Trust")
pursuant to a Standard Terms for Trust Agreements, dated as of [o], 2005 (the
"Agreement"), as supplemented by the Series Supplement [o]



                                     C-3
<PAGE>

[Note][Debenture]-Backed Series 20[o]-[o], dated as of the date hereof (the
"Series Supplement" and, together with the Agreement, the "Trust Agreement").

     (b) The sole asset of the Trust will be $[o] aggregate principal amount
of [o]% [Notes][Debentures] (the "Underlying Securities") issued by [o] (the
"Underlying Securities Issuer").

     SECTION 2.02. The Warrants. The Call Warrants shall consist initially of
[o] call warrants with respect to the Underlying Securities, each relating to
$1000 principal amount of Underlying Securities (the "Call Warrants").

                                  ARTICLE III

                           EXERCISE OF CALL WARRANTS

     SECTION 3.01. Manner of Exercise.

     (a) Call Warrants may be exercised by any holder thereof (each, a
"Warrant Holder") on any Call Date. The Warrant Holder shall represent and
agree to the following conditions that apply to any exercise of Call Warrants:

          (i) Each exercise of Call Warrants must relate to at least 500 Call
     Warrants (or $500,000 aggregate principal amount of Underlying
     Securities).

          (ii) A written notice (each, a "Call Notice") specifying the number
     of Call Warrants being exercised and the related Call Date shall be
     delivered to the Warrant Agent and the Trustee at least five but not more
     than 30 Business Days before such Call Date.

          (iii) The Warrant Holder shall surrender the Call Warrants with
     respect to the called Underlying Securities to the Warrant Agent at its
     office specified in Section 6.3 hereof no later than 10:00 a.m. (New York
     City time) on such Call Date.

          (iv) Except as otherwise provided herein in connection with a Call
     Notice relating to a tender offer for, or redemption of, Underlying
     Securities, the Warrant Holder shall have made payment to the Warrant
     Agent, by wire transfer or other immediately available funds acceptable
     to the Warrant Agent, in the amount of the Call Price, no later than
     10:00 a.m. (New York City time) on the Call Date.

          (v) The Warrant Holder shall be solvent at the time of any exercise
     of the Call Warrants.

     (b) Upon exercise of Call Warrants, any Warrant Holder shall be entitled
to delivery of the Called Underlying Securities. The "Called Underlying
Securities" shall be the Underlying Securities with a principal amount equal
to $1000 per Call Warrant exercised on the related Call Date.


                                     C-4
<PAGE>

     (c) The Warrant Agent shall notify the Trustee immediately upon its
receipt of a Call Notice and upon receipt of payment of the Call Price. The
Warrant Agent shall transfer the amount of any paid Call Price to the Trustee
in immediately available funds, for deposit in the Certificate Account and
application pursuant to the Trust Agreement on the applicable Call Date (and,
pending such transfer, shall hold such amount for the benefit of the Warrant
Holder in a segregated trust account).

     (d) Delivery of a Call Notice does not give rise to an obligation on the
part of the Warrant Holder to pay the Call Price. If, by 10:00 a.m. (New York
City time) on the Call Date, the Warrant Holder has not paid the Call Price,
except in connection with a Call Notice relating to a tender offer for, or
redemption of, Underlying Securities, then the Call Notice shall automatically
expire and none of the Warrant Holder, the Warrant Agent or the Trustee shall
have any obligation with respect to the Call Notice. The expiration of a Call
Notice shall in no way affect the Warrant Holder's right to deliver a Call
Notice at a later date. The Call Price for a call in connection with a tender
offer or redemption shall be deducted from the proceeds of a tender offer or a
redemption by the Trust, deposited in Available Funds and distributed to
Certificateholders pursuant to Series Supplement.

     SECTION 3.02 Transfer of Called Underlying Securities.

     (a) As soon as practicable after each surrender of the Call Warrants on
the Call Date and upon satisfaction of all other requirements described in
Section 3.1 hereof and upon satisfaction of all other requirements described
in the Call Warrants, the Warrant Agent shall instruct the Trustee to cause
the Called Underlying Securities represented by the number of Call Warrants
being exercised to be registered on the book-entry system of the related
depository in the registered name or names furnished by the Warrant Holder,
or, as applicable, transfer the Called Underlying Securities to the Warrant
Holder.

     (b) If such exercise is of less than all the outstanding Call Warrants,
(i) with respect to the Certificated Call Warrants, the Warrant Agent shall
authenticate new Call Warrants, of like tenor, representing the outstanding
Certificated Call Warrants and the Warrant Agent shall deliver such
Certificated Call Warrant to the Holders thereof and (ii) with respect to
Global Call Warrants registered with a Depository, the Warrant Agent shall
modify the schedule thereto accordingly to reflect the outstanding Call
Warrants represented by one or more Global Call Warrant for such Holders
possessing a beneficial interest therein.

     (c) If any Call Warrant is exercised in connection with a partial
redemption of the Underlying Securities, the Trustee shall, to the extent
possible, deliver to the exercising Warrant Holder, Underlying Securities that
have been selected for redemption.

     SECTION 3.03. Cancellation and Destruction of Call Warrants. All Call
Warrants surrendered to the Warrant Agent for the purpose of exercise pursuant
to Section 3.1 and actually exercised, or for the purpose of transfer or
exchange pursuant to Article V, shall be cancelled by the Warrant Agent, and
no Call Warrant (other than that reflecting any such transfer or exchange)
shall be issued in lieu thereof. The Warrant Agent shall destroy all cancelled
Call Warrants.


                                     C-5
<PAGE>

     SECTION 3.04. No Rights as Holder of Trust Securities Conferred by Call
Warrants. The Call Warrants shall not entitle the Warrant Holder to any of the
rights of a holder of any securities which may be issued by the Trust,
including, without limitation, the right to receive the payment of any amount
on or in respect of any such securities or to enforce any of the covenants of
the Trust Agreement applicable to any holders of such securities.

     SECTION 3.05. No Rights of Trustee in Call Warrants; Delivery of
Underlying Securities. The Trustee, as holder of the Underlying Securities,
(a) shall have no right, title or interest in the Call Warrants created
hereunder and (b) shall hereinafter accept delivery of the Underlying
Securities from the Depositor subject to the terms of this Warrant Agent
Agreement, which restricted acceptance shall be acknowledged in a writing
evidencing receipt by the Trustee as holder of such Underlying Securities.

     SECTION 3.06. Pro Rata Reduction of Call Warrants if Partial Redemption
of Underlying Securities. If Underlying Securities are redeemed in part by the
Underlying Securities Issuer and the Warrant Holders do not exercise their
Call Warrants in connection with such partial redemption, the number of Call
Warrants held by each Warrant Holder shall be reduced proportionately so that
the aggregate principal amount of Underlying Securities callable by Call
Warrants shall equal the amount of outstanding Underlying Securities held by
the Trustee after giving effect to such partial redemption; provided, that, in
no event shall partial Call Warrants be issued in the event of any such
proportionate reduction. The Warrant Agent shall make such adjustments to its
records as shall be necessary to reflect such reductions, shall round the
adjusted number of Call Warrants downward, as appropriate, to ensure that each
Call Warrant relates to Underlying Securities having a principal amount of
$1,000 and shall notify each Warrant Holder of such adjustments.

     SECTION 3.07. Selection of Called Underlying Securities in the event of a
Call in Connection with a Partial Redemption. If a Warrant Holder exercises
Call Warrants in connection with a partial redemption of the Underlying
Securities, the Trustee shall, to the extent possible, select Called
Underlying Securities for transfer to the Warrant Holder that have been
selected by the Underlying Securities Issuer for redemption. If more than one
Warrant Holder exercises Call Warrants in such circumstances, such Called
Underlying Securities that have been selected for redemption shall be
allocated among such Warrant Holders in proportion to the number of Call
Warrants exercised by each.

                                  ARTICLE IV

                           RESTRICTIONS ON TRANSFER

     SECTION 4.01. Restrictive Legends. No Call Warrant may be offered,
resold, assigned or otherwise transferred (including by pledge or
hypothecation) unless such offer, resale, assignment or transfer is to a
qualified institutional buyer (a "QIB"), as such term is defined in Rule 144A
promulgated under the Securities Act ("Rule 144A"), in accordance with Rule
144A (or in the case of the initial sale by the Warrant Originator, in
reliance on Section 4(2) under the Securities Act) acquiring the Call Warrants
for its own account or for the account of a QIB. Prior to any offer, resale,
assignment or transfer of any Certificated Call Warrant, the prospective
transferee shall be required to deliver to the Warrant Agent an executed copy
of a



                                     C-6
<PAGE>

Investor Representation Letter with respect to any Call Warrant to be
transferred substantially in the form of Exhibit A attached hereto. Each Call
Warrant (including each Call Warrant issued upon the transfer of any Call
Warrant) shall be issued with a legend in substantially the following form
(unless the Warrant Agent shall have received an opinion of counsel reasonably
satisfactory to the Warrant Originator and the Warrant Agent that such legend
is no longer required to ensure compliance with the Securities Act):

     "THIS CALL WARRANT (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR
     OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION UNDER SUCH ACT IS IN
     EFFECT OR PURSUANT TO AN EXEMPTION THEREFROM UNDER SUCH ACT. THE CALL
     WARRANT REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE
     CONDITIONS SPECIFIED IN THE CALL WARRANTS.

     EACH PURCHASER OF THIS CALL WARRANT IS HEREBY NOTIFIED THAT THE SELLER OF
     THIS CALL WARRANT MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
     SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER."

     SECTION 4.02. Representation of Warrant Holder. Each Purchaser of a Call
Warrant shall represent and agree, or in the case of a Global Call Warrant be
deemed to represent and agree, as follows:

     (a) In connection with the purchase of the Call Warrants:

          (i) The Purchaser represents that in making its investment decision
     to acquire the Call Warrants, the Purchaser has not relied on
     representations, warranties, opinions, projections, financial or other
     information or analysis, if any, supplied to it by any person, including
     the Warrant Originator or Warrant Agent, or any of their respective
     affiliates, except as expressly contained in written information, if any.

          (ii) The Purchaser has such knowledge and experience in financial
     and business matters as to be capable of evaluating the merits and risks
     of an investment in the Call Warrants, and the Purchaser is able to bear
     the substantial economic risks of such an investment. The Purchaser has
     relied upon its own tax, legal and financial advisors in connection with
     its decision to purchase the Call Warrants.

          (iii) The Purchaser (A) is a QIB and (B) is acquiring the Call
     Warrants for its own account or for the account of an investor of the
     type described in clause (A) above as to each of which the Purchaser
     exercises sole investment discretion. The Purchaser is purchasing the
     Call Warrants for investment purposes and not with a view to, or for, the
     offer or sale in connection with, a public distribution or in any other
     manner that would violate the Securities Act or the securities or blue
     sky laws of any state.


                                     C-7
<PAGE>

          (iv) The Purchaser understands that the Call Warrants have not been
     and will not be registered under the Securities Act or under the
     securities or blue sky laws of any state, and that (x) if it decides to
     resell, pledge or otherwise transfer any Security, such resale, pledge or
     other transfer must comply with the provisions of the Warrant Agent
     Agreement relating to the Call Warrants (including, without limitation,
     the provisions of Section 4.1 of the Warrant Agent Agreement) and (y) it
     will, and each subsequent holder will be required to, notify any
     purchaser of any Call Warrant from it of the resale restrictions referred
     to in clause (x) above.

          (v) The Purchaser understands that each of the Call Warrants will
     bear a legend described in Section 4.1 of the Warrant Agent Agreement
     unless otherwise agreed by the Warrant Originator and the Warrant Agent.

          (vi) The Purchaser understands that no subsequent transfer of the
     Call Warrants is permitted unless (A) such transfer is of at least 500
     Call Warrants (or Call Warrants relating to $500,000 aggregate principal
     amount of Underlying Securities) and (B) the Purchaser causes the
     proposed transferee to provide to the Depositor and the Trustee such
     documentation as may be required pursuant to Section 4.1 of the Warrant
     Agent Agreement, or such other written statement as the Warrant Agent
     shall reasonably prescribe.

          (vii) The Purchaser is a person or entity (a "Person") who is
     either:

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

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

               (C)  a Person not described in (A) or (B) above, who is not a
                    Person: (1) that owns, directly or indirectly, 10% or more
                    of the total combined voting power of all classes of stock
                    in


                                     C-8
<PAGE>

                    the Underlying Securities Issuer (as defined in the
                    Prospectus Supplement) entitled to vote, (2) that is a
                    controlled foreign corporation related to the Underlying
                    Securities Issuer within the meaning of Section 864(d)(4)
                    of the Code, or (3) that is a bank extending credit
                    pursuant to a loan agreement entered into in the ordinary
                    course of its trade or business.

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

          (ix) The Purchaser agrees that if at some time in the future it
     wishes to transfer or exchange any of the Call Warrants, it will not
     transfer or exchange any of the Call Warrants unless such transfer or
     exchange is in accordance with the terms of this Agreement and other
     documents applicable to the Call Warrant. The Purchaser understands that
     any purported transfer of the Call Warrants (or any interest therein) in
     contravention of any of the restrictions and conditions in the
     agreements, as applicable, shall be void, and the purported transferee in
     such transfer shall not be recognized by any Person as a holder of such
     Call Warrants, for any purpose.

     SECTION 4.03. Notice of Proposed Transfer. Prior to any transfer of any
Call Warrant or portion thereof (other than to a Participant in compliance
with Rule 144A), the Warrant Holder will give five (5) Business Days (or such
lesser period acceptable to the Warrant Agent) prior written notice to the
Warrant Agent of such Warrant Holder's intention to effect such transfer. Each
transfer must relate to a whole number of Call Warrants.

                                   ARTICLE V

               REGISTRATION AND TRANSFER OF CALL WARRANTS, ETC.

     SECTION 5.01. Warrant Register; Ownership of Call Warrants. The Warrant
Agent will keep a register in which the Warrant Agent will provide for the
registration of Call Warrants and the registration of transfers of Call
Warrants representing numbers of Call Warrants. The Warrant Agent may treat
the Person in whose name any Call Warrant is registered on such register as
the owner thereof for all purposes, and the Warrant Agent shall not be
affected by any notice to the contrary.



                                     C-9
<PAGE>

     SECTION 5.02. Transfer and Exchange of Call Warrants.

     (a) Exchange of Global Call Warrant for Certificated Call Warrant. If a
Holder of a beneficial interest in a Call Warrant represented by a Global Call
Warrant wishes to exchange its interest in such Global Call Warrant for a
Certificated Call Warrant, or to transfer its interest in such Global Call
Warrant to a Person who wishes to take delivery thereof in the form of one or
more Certificated Call Warrants, such Holder may exchange, transfer or cause
the transfer of such Call Warrant upon receipt by the Warrant Agent of:

               (i) instructions given in accordance with the Depository's
          procedures from a Participant directing the Warrant Agent to reduce
          the principal amount of the Global Call Warrant with instructions to
          issue Certificated Call Warrants and

               (ii) an Investor Representation Letter certifying that the
          transfer is being made to a QIB in accordance with Rule 144A under
          the Securities Act,

          the Warrant Agent shall instruct the Depository to reduce the
     principal amount of the Global Call Warrant; and the Warrant Agent shall
     authenticate and deliver a Certificated Call Warrants in principal
     amounts equal to the related reduction in principal amount of the Global
     Call Warrant.

     (b) Exchange of  Certificated  Call Warrant for Global Call  Warrant.  If a
Holder of Certificated  Call Warrant wishes at any time to exchange its interest
in such Certificated  Call Warrant for an interest in the  corresponding  Global
Warrant,  or to transfer  its  interest in such  Certificated  Call Warrant to a
Person who wishes to take  delivery  thereof in the form of an  interest  in the
corresponding Global Call Warrant, upon receipt by the Warrant Agent of:

               (i) such Certificated Call Warrant properly endorsed for such
          transfer and written instructions from such Warrant Holder directing
          that the corresponding Global Call Warrant be credited with a
          beneficial interest equal to the principal amount of such
          Certificated Call Warrant,

               (ii) a written order containing information regarding the
          participant account with the Depositor to be credited with such
          increase and any other information required by the Depositor, and

               (iii) an Investor Representation Letter certifying that the
          transfer is being made to a QIB in accordance with Rule 144A under
          the Securities Act,

          then the Warrant Agent shall cancel the Certificated Call Warrant,
     record the transfer and instruct the Depository to credit or cause to be
     credited to the securities account of the transferee beneficial interests
     in the Call Warrants equal to the principal amount of the related
     canceled Certificated Call Warrants.

     SECTION 5.03. Replacement of Call Warrants. Upon receipt of evidence
reasonably satisfactory to the Warrant Agent of the loss, theft, destruction
or mutilation of any Call Warrant and, in the case of any such loss, theft or
destruction of any Call Warrant, upon




                                     C-10
<PAGE>

delivery of an indemnity bond in such reasonable amount as the Warrant Agent
may determine, or, in the case of any such mutilation, upon the surrender of
such Call Warrant for cancellation to the Warrant Agent, the Warrant Agent
shall execute and deliver in lieu thereof, a new Call Warrant of like tenor
bearing a number not contemporaneously outstanding.

     SECTION 5.04. Execution and Delivery of Call Warrants by Trustee. The
Warrant Agent hereby agrees (subject to compliance with Article IV) to execute
and deliver any new Call Warrants issued in accordance with Section 3.2 or
this Article V.

                                  ARTICLE VI

                                 WARRANT AGENT

     SECTION 6.01. Limitation on Liability. The Warrant Agent shall be
protected and shall incur no liability for or in respect of any action taken,
suffered or omitted by it in connection with its administration of the Call
Warrants in reliance upon any instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement or other paper or document in good faith believed by it
to be genuine and to be signed, executed and, where necessary, verified and
acknowledged, by the proper Person or Persons.

     SECTION 6.02. Duties of Warrant Agent. The Warrant Agent undertakes only
the specific duties and obligations imposed hereunder upon the following terms
and conditions, by all of which the Depositor, the Trust, the Trustee and each
Warrant Holder shall be bound:

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

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

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

     (d) The Warrant Agent shall not be liable for or by reason of any of the
statements of fact or recitals contained herein or be required to verify the
same.

     (e) The Warrant Agent shall not have any responsibility in respect of and
makes no representation as to the validity of the Call Warrants or the
execution and delivery



                                     C-11
<PAGE>

thereof (except the due execution hereof by the Warrant Agent); nor shall it
be responsible for any breach by any party of any covenant or condition
contained in the Call Warrants; nor shall it by any act thereunder be deemed
to make any representation or warranty as to the Called Underlying Securities
to be purchased thereunder.

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

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

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

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

     (j) The Warrant Agent shall not be under any obligation or duty to
institute, appear in or defend any action, suit or legal proceeding in respect
hereof, unless first indemnified to its satisfaction, but this provision shall
not affect the power of the Warrant Agent to take such action as the Warrant
Agent may consider proper, whether with or without such indemnity. The Warrant
Agent shall promptly notify the Warrant Originator in writing of any claim
made or action, suit or proceeding instituted against it arising out of or in
connection with the Call Warrants.

     SECTION 6.03. Change of Warrant Agent. The Warrant Agent may resign and be
discharged from its duties hereunder upon thirty (30) days notice in writing
mailed to the Warrant Originator by registered or certified mail, and to the
Warrant Holders by first-class mail at the expense of the Warrant Originator;
provided, that, no such resignation or discharge shall become effective until a
successor Warrant Agent shall have been appointed hereunder. The Warrant
Originator may remove the Warrant Agent or any successor Warrant Agent upon
thirty (30) days notice in writing, mailed to the Warrant Agent or successor
Warrant Agent, as the case may be, and to the Warrant Holders by first-class
mail; provided, further, that no such removal shall become effective until a
successor Warrant Agent shall have been appointed hereunder. If



                                     C-12
<PAGE>

the Warrant Agent shall resign or be removed or shall otherwise become
incapable of acting, the Warrant Originator shall promptly appoint a successor
to the Warrant Agent, which may be designated as an interim Warrant Agent. If
an interim Warrant Agent is designated, the Warrant Originator shall then
appoint a permanent successor to the Warrant Agent, which may be the interim
Warrant Agent. If the Warrant Originator shall fail to make such appointment of
a permanent successor within a period of thirty (30) days after such removal or
within sixty (60) days after notification in writing of such resignation or
incapacity by the resigning or incapacitated Warrant Agent or by the Warrant
Holder, then the Warrant Agent or registered Warrant Holder may apply to any
court of competent jurisdiction for the appointment of such a successor. Any
successor to the Warrant Agent appointed hereunder must be rated in one of the
four highest rating categories by the Rating Agencies. Any entity which may be
merged or consolidated with or which shall otherwise succeed to substantially
all of the trust or agency business of the Warrant Agent shall be deemed to be
the successor Warrant Agent without any further action.

     SECTION 6.04. Warrant Agent Transfer Fee. The Warrant Agent will assess a
fee of $50.00 upon the issue of any new Call Warrant, such fee to be assessed
upon the new Call Warrant Holder.

                                  ARTICLE VII

                                 MISCELLANEOUS

     SECTION 7.01. Remedies. The remedies at law of the Warrant Holder in the
event of any default or threatened default by the Warrant Agent in the
performance of or compliance with any of the terms of the Call Warrants are not
and will not be adequate and, to the full extent permitted by law, such terms
may be specifically enforced by a decree for the specific performance of any
agreement contained herein or by an injunction against a violation of any of
the terms thereof or otherwise.

     SECTION 7.02. Limitation on Liabilities of Warrant Holder. Nothing
contained in this Warrant Agent Agreement or the Call Warrants shall be
construed as imposing any obligation on the Warrant Holder to purchase any of
the Underlying Securities except in accordance with the terms hereof or
thereof.

     SECTION 7.03. Notices. All notices and other communications under this
Warrant Agent Agreement shall be in writing and shall be delivered, or mailed
by registered or certified mail, return receipt requested, by a nationally
recognized overnight courier, postage prepaid, addressed (a) if to any Warrant
Holder, at the registered address of such Warrant Holder as set forth in the
register kept by the Warrant Agent or (b) if to the Warrant Agent, to [o] or to
such other address notice of which the Warrant Agent shall have given to the
Warrant Holder and the Trustee or (c) if to the Warrant Originator to Select
Asset Inc., 745 Seventh Avenue, New York, New York 10019; provided, that, the
exercise of any Call Warrants shall be effective in the manner provided in
Article I. The Warrant Agent shall forward to the Warrant Holder any notices
received by it hereunder by facsimile within one Business Day of receipt
thereof.



                                     C-13
<PAGE>

     SECTION 7.04. Amendment.

     (a) This Warrant Agent Agreement may be amended from time to time by the
Warrant Originator and the Warrant Agent without the consent of any Warrant
Holder, upon receipt of an opinion of counsel satisfactory to the Warrant Agent
that the provisions hereof have been satisfied and that such amendment would
not cause the Trust to be taxed as an association or publicly traded
partnership taxable as a Corporation under the Code, 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 the Call Warrants which shall not
adversely affect in any material respect the interests of the Warrant Holders
or any holder of a Certificate; provided, however, that no amendment altering
the timing or amount of any payment of the Call Price shall be effected without
the consent of each Warrant Holder; or (ii) to evidence and provide for the
acceptance of appointment hereunder of a Warrant Agent other than [o].

     (b) Without limiting the generality of the foregoing, any Call Warrant may
also be modified or amended from time to time by the Warrant Agent with the
consent of Warrant Holders of 66-2/3% of the outstanding Call Warrants, upon
receipt of an opinion of counsel satisfactory to the Warrant Agent that the
provisions hereof (including, without limitation, the following proviso) have
been satisfied, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Call Warrants or of
modifying in any manner the rights of the Warrant Holders; provided, however,
that no such amendment shall alter the terms on which Call Warrants are
exercisable or the amounts payable upon exercise of a Call Warrant without the
consent of the Trustee and 100% of the affected Warrant Holders.
Notwithstanding any other provision hereof or of the Call Warrants, this
Section 7.4(b) shall not be amended without the consent of 100% of the affected
Warrant Holders.

     (c) Promptly after the execution of any such amendment or modification,
the Warrant Agent shall furnish a copy of such amendment or modification to
each Warrant Holder, to the Trustee and to the Rating Agencies. It shall not be
necessary for the consent of Warrant Holders 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 shall be subject to such
reasonable regulations as the Warrant Agent may prescribe. Any consent by a
Warrant Holder (or any predecessor Warrant Holder) shall be conclusive and
binding on such Warrant Holder and upon all future Warrant Holders of the same
Call Warrant and of any Call Warrant issued upon the transfer thereof or in
exchange thereof or in lieu thereof, whether or not notation of such consent is
made upon the Call Warrant.

     SECTION 7.05. Expiration. The right to exercise the Call Warrants shall
expire on the earliest to occur of (a) the cancellation thereof, (b) the
termination of the Trust Agreement, or (c) the liquidation, disposition, or
maturity of all of the Underlying Securities.


                                     C-14
<PAGE>

     SECTION 7.06. Descriptive Headings. The headings in this Warrant Agent
Agreement are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof.

     SECTION 7.07. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED
BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT
OF LAWS.

     SECTION 7.08. Judicial Proceedings; Waiver of Jury. Any judicial
proceeding brought against the Warrant Originator or the Warrant Agent with
respect to this Warrant Agent Agreement may be brought in any court of
competent jurisdiction in the County of New York, State of New York or of the
United States of America for the Southern District of New York and, by
execution and delivery of the Call Warrants, the Warrant Agent (a) accepts,
generally and unconditionally, the nonexclusive jurisdiction of such courts and
any related appellate court, and irrevocably agrees that the Warrant Originator
and the Warrant Agent shall be bound by any judgment rendered thereby in
connection with this Warrant Agent Agreement or the Call Warrants, subject to
any rights of appeal, and (b) irrevocably waives any objection that the Warrant
Originator or the Warrant Agent may now or hereafter have as to the venue of
any such suit, action or proceeding brought in such a court or that such court
is an inconvenient forum.

     SECTION 7.09. Nonpetition Covenant; No Recourse. Each of (i) the Warrant
Holder by its acceptance thereof, and (ii) the Warrant Agent agrees that it
shall not (and, in the case of the Warrant Holder, that it shall not direct the
Warrant Agent to), until the date which is one year and one day after the
exercise of or expiration of the Call Warrants, acquiesce, petition or
otherwise invoke or cause the Trustee, the Warrant Originator, or any such
other entity 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 Trustee, the Warrant Originator or any such other entity under a federal or
state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar
official of the Trust, the Depositor or any such other entity or all or any
part of the property or assets of Trustee, the Warrant Originator or any such
other entity or ordering the winding up or liquidation of the affairs of the
Trustee, the Warrant Originator or any such other entity. Each of (i) the
Warrant Holder, by its acceptance thereof, and (ii) the Warrant Agent agrees
that it shall not have any recourse to the Trustee or the Warrant Originator.


                                     C-15
<PAGE>





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

                             SELECT ASSET INC.,
                             as Warrant Originator




                         By: __________________________________________________
                         Name:
                         Title:


                              [o],
                              as Warrant Agent




                         By: __________________________________________________
                         Name:
                         Title:




<PAGE>


                                   EXHIBIT A


                        Investor Representation Letter
                        ------------------------------


[o], as Warrant Agent


Ladies and Gentlemen:

         We are delivering this letter in connection with our proposed
transfer of [o] Call Warrants relating to $[o] aggregate principal amount of
[o]% [Notes] [Debentures] (the "Underlying Securities") held by the [Select
Asset Inc. [o] [Note] [Debenture]-Backed Series 20[o]-[o] Trust] (the
"Trust"). The Call Warrants were issued under the warrant agent agreement (the
"Warrant Agent Agreement"), dated as of [o], 20[o] between Select Asset Inc.,
as Warrant Originator and [o], as Warrant Agent.

         Capitalized terms used but not defined in this letter have the
respective meanings ascribed to them in the Warrant Agent Agreement, dated as
of [o] (the "Warrant Agent Agreement"), by and between Select Asset Inc., as
Warrant Originator (the "Warrant Originator"), and [o], as Warrant Agent (the
"Warrant Agent").

                    (1) The Purchaser represents that in making its investment
               decision to acquire the Call Warrants, the Purchaser has not
               relied on representations, warranties, opinions, projections,
               financial or other information or analysis, if any, supplied to
               it by any person, including the Warrant Originator or Warrant
               Agent, or any of their respective affiliates, except as
               expressly contained in written information, if any.

                    (2) The Purchaser has such knowledge and experience in
               financial and business matters as to be capable of evaluating
               the merits and risks of an investment in the Call Warrants, and
               the Purchaser is able to bear the substantial economic risks of
               such an investment. The Purchaser has relied upon its own tax,
               legal and financial advisors in connection with its decision to
               purchase the Call Warrants.

                    (3) The Purchaser (i) is a QIB and (ii) is acquiring the
               Call Warrants for its own account or for the account of an
               investor of the type described in clause (i) above as to each of
               which the Purchaser exercises sole investment discretion. The
               Purchaser is purchasing the Call Warrants for investment
               purposes and not with a view to, or for, the offer or sale in
               connection with, a public distribution or in any other manner
               that would violate the Securities Act or the securities or blue
               sky laws of any state.



                                     C-A-1
<PAGE>

                    (4) The Purchaser understands that the Call Warrants have
               not been and will not be registered under the Securities Act or
               under the securities or blue sky laws of any state, and that (x)
               if it decides to resell, pledge or otherwise transfer any
               Security, such resale, pledge or other transfer must comply with
               the provisions of the Warrant Agent Agreement relating to the
               Call Warrants (including, without limitation, the provisions of
               Section 4.1 of the Warrant Agent Agreement) and (y) it will, and
               each subsequent holder will be required to, notify any purchaser
               of any Call Warrant from it of the resale restrictions referred
               to in clause (x) above.

                    (5) The Purchaser understands that each of the Call
               Warrants will bear a legend described in Section 4.1 of the
               Warrant Agent Agreement unless otherwise agreed by the Warrant
               Originator and the Warrant Agent.

                    (6) The Purchaser understands that no subsequent transfer
               of the Call Warrants is permitted unless (i) such transfer is of
               at least 500 Call Warrants (or Call Warrants relating to
               $500,000 aggregate principal amount of Underlying Securities)
               and (ii) the Purchaser causes the proposed transferee to provide
               to the Depositor and the Trustee such documentation as may be
               required pursuant to Section 4.1 of the Warrant Agent Agreement,
               or such other written statement as the Warrant Agent shall
               reasonably prescribe.

                    (7) The Purchaser is a person or entity (a "Person") who is
               either:

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

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

               (C) a Person not described in (A) or (B) above, who is not a
               Person: (1) that owns, directly or indirectly, 10% or more of
               the total combined


                                     C-A-2
<PAGE>

               voting power of all classes of stock in the Underlying
               Securities Issuer (as defined in the Prospectus Supplement)
               entitled to vote, (2) that is a controlled foreign corporation
               related to the Underlying Securities Issuer within the meaning
               of Section 864(d)(4) of the Code, or (3) that is a bank
               extending credit pursuant to a loan agreement entered into in
               the ordinary course of its trade or business.

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

                    (9) The Purchaser agrees that if at some time in the future
               it wishes to transfer or exchange any of the Call Warrants, it
               will not transfer or exchange any of the Call Warrants unless
               such transfer or exchange is in accordance with the terms of
               this Agreement and other documents applicable to the Call
               Warrant. The Purchaser understands that any purported transfer
               of the Call Warrants (or any interest therein) in contravention
               of any of the restrictions and conditions in the agreements, as
               applicable, shall be void, and the purported transferee in such
               transfer shall not be recognized by any Person as a holder of
               such Call Warrants, for any purpose.

Date: ______________________________   _______________________________________
                                       [the Purchaser]

                                       By: ___________________________________
                                           Name:
                                           Title:


                                     C-A-3
<PAGE>





Reconciliation and tie between the Trust Agreement dated as of [_____], 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