SERIES SUPPLEMENT

                      CORPORATE BACKED TRUST CERTIFICATES

                             SERIES 2001-15 TRUST

                                    between

                            LEHMAN ABS CORPORATION,

                                 as Depositor

                                      and

                     U.S. BANK TRUST NATIONAL ASSOCIATION,

                                  as Trustee

                      CORPORATE BACKED TRUST CERTIFICATES

                          Dated as of April 30, 2001



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                               Table of Contents
                                                                          Page

Section 1.    Incorporation of Standard Terms................................2

Section 2.    Definitions....................................................2

Section 3.    Designation of Trust and Certificates..........................8

Section 4.    Trust Certificates.............................................9

Section 5.    Distributions..................................................9

Section 6.    Trustee's Fees................................................11

Section 7.    Optional Exchange; Optional Redemption........................11

Section 8.    Events of Default.............................................14

Section 9.    Miscellaneous.................................................14

Section 10.   Governing Law.................................................16

Section 11.   Counterparts..................................................17

Section 12.   Termination of the Trust......................................17

Section 13.   Sale of Underlying Securities.................................17

Section 14.   Amendments....................................................17

Section 15.   Voting of Underlying Securities, Modification of Indenture....17


SCHEDULE I        SERIES 2001-15 UNDERLYING SECURITIES SCHEDULE
SCHEDULE II       CLASS A-2 CERTIFICATE CALL SCHEDULE
EXHIBIT A-1       FORM OF TRUST CERTIFICATE CLASS A-1
EXHIBIT A-2       FORM OF TRUST CERTIFICATE CLASS A-2
EXHIBIT B         FORM OF WARRANT AGENT AGREEMENT
EXHIBIT C         FORM OF INVESTMENT LETTER



<PAGE>


                               SERIES SUPPLEMENT

                      CORPORATE BACKED TRUST CERTIFICATES

                             Series 2001-15 TRUST

                  SERIES SUPPLEMENT, Series 2001-15, dated as of April 30,
2001 (the "Series Supplement"), by and between LEHMAN ABS CORPORATION, as
Depositor (the "Depositor"), and U.S. BANK TRUST NATIONAL ASSOCIATION, as
Trustee (the "Trustee").

                             W I T N E S S E T H:

                  WHEREAS, the Depositor desires to create the Trust
designated herein (the "Trust") by executing and delivering this Series
Supplement, which shall incorporate the terms of the Standard Terms for Trust
Agreements, dated as of January 16, 2001 (the "Standard Terms"; together with
this Series Supplement, the "Trust Agreement"), by and between the Depositor
and the Trustee, as modified by this Series Supplement;

                  WHEREAS, the Depositor desires to deposit into the Trust the
Underlying Securities set forth on Schedule I attached hereto (the "Underlying
Securities Schedule"), the general terms of which are described in the
Prospectus Supplement under the heading "Description of the Deposited
Assets--Underlying Securities;"

                  WHEREAS, in connection with the creation of the Trust and
the deposit therein of the Underlying Securities, it is desired to provide for
the issuance of trust certificates (the "Certificates") evidencing undivided
interests in the Trust; and

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

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

         Section 1.  Incorporation  of  Standard  Terms.  Except as  otherwise
provided  herein,  all of the  provisions  of the  Standard  Terms are  hereby
incorporated herein by reference in their entirety, and this Series Supplement
and the Standard Terms shall form a single agreement  between the parties.  In
the  event  of  any  inconsistency  between  the  provisions  of  this  Series
Supplement  and the provisions of the Standard  Terms,  the provisions of this
Series Supplement will control with respect to the Series 2001-15 Certificates
and the transactions described herein.

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

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

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

                  "Call Date" shall mean any Business Day on or after April
30, 2006, or after the announcement of any redemption or other unscheduled
payment or sale of the Underlying Securities on which the Call Warrants are
exercised and the proceeds of an Optional Call are distributed to holders of
the Certificates pursuant to Section 7 hereof.

                  "Call Price" shall mean, for each related Call Date, (i) in
the case of the Class A-1 Certificates, the par value of the Class A-1
Certificates being purchased pursuant to the exercise of the Call Warrants,
plus any accrued and unpaid interest on such amount (including any deferred
distributions with interest thereon) to but excluding the Call Date and (ii)
in the case of the Class A-2 Certificates, any accrued and unpaid interest on
the notional amount of the Class A-2 Certificates being purchased pursuant to
the exercise of the Call Warrants to but excluding the Call Date, plus the
additional amount (or portion thereof, in the case of a partial call) set
forth under the heading "Value" in Schedule II hereof for such Call Date or,
if such Call Date is not a Distribution Date, the immediately following
Distribution Date.

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

                  "Call Warrants" shall have the meaning specified in Section
3 hereof.

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

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

                  "Class A-1 Allocation" means the sum of the present values
(discounted at the rate of 7.20% per annum) of (i) any unpaid interest due or
to become due on the Class A-1 Certificates and (ii) the outstanding principal
amount of the Certificates (in each case assuming that the Class A-1
Certificates were paid when due and were not redeemed prior to their stated
maturity).

                  "Class A-2 Allocation" means the present value (discounted
at the rate of 7.20% per annum) of any unpaid amounts due or to become due on
the Class A-2 Certificates (assuming that the Class A-2 Certificates were paid
when due and were not redeemed prior to their stated maturity).

                  "Class A-1 Certificates" shall mean the Certificates, in the
form attached hereto as Exhibit A-1, to be issued by the Trust representing a
proportionate undivided beneficial ownership interest in certain distributions
to be made by the Trust and having the characteristics described herein and in
the Certificates.

                  "Class A-2 Certificates" shall mean the Certificates, in the
form attached hereto as Exhibit A-2, to be issued by the Trust representing a
proportionate undivided beneficial ownership interest in certain distributions
to be made by the Trust and having the characteristics described herein and in
the Certificates.

                  "Closing Date" shall mean April 30, 2001.

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

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

                  "Currency" shall mean United States Dollars.

                  "Deferral Period" shall have the meaning specified in
Section 5(b) hereof.

                  "Depository" shall mean The Depository Trust Company.

                  "Distribution Date" shall mean January 15 and July 15 of
each year (or if such date is not a Business Day, the next succeeding Business
Day), commencing on July 15, 2001 and ending on the earlier of the Final
Scheduled Distribution Date and any date on which Underlying Securities are
redeemed pursuant to the Underlying Securities Trust Agreement.

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

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

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

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

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

                  "Final Scheduled Distribution Date" shall mean January 15,
2027.

                  "Interest Accrual Period" shall mean for any Distribution
Date, the period from and including the preceding Distribution Date (or in the
case of the first Interest Accrual Period, from and including April 30, 2001)
to but excluding the current Distribution Date.

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

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

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

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

                  "Optional Call" shall mean the call of the Certificates by
the Warrant Holder, in whole or in part, resulting from the exercise of Call
Warrants by the Warrant Holder, pursuant to Section 7 hereof.

                  "Optional Exchange" shall mean the exchange of the
Certificates by the Trust for the Underlying Securities, pursuant to Section 7
hereof.

                  "Optional Exchange Date" shall mean any Distribution Date on
which Underlying Securities subject to Optional Exchange are distributed to
the Depositor or any of its Affiliates, as a Certificateholder.

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

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

                  "Prospectus Supplement" shall mean the Prospectus
Supplement, dated April 19, 2001, relating to the Certificates.

                  "Purchase Default" shall have the meaning specified in
Section 7(b)(vi) hereof.

                  "Purchaser" shall have the meaning specified in Section
7(b)(vi) hereof.

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

                  "Rating Agency Condition" shall have the meaning specified
in the Standard Terms.

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

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

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

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

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

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

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

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

                  "Series" shall mean Series 2001-15.

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

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

                  "Underlying Securities" shall mean $76,499,000 aggregate
principal amount of 7.54% Cumulative Capital Securities due January 15, 2027
issued by the Underlying Securities Issuer, as set forth in Schedule I
attached hereto (subject to Section 3(d) hereof).

                  "Underlying Securities Issuer" shall mean JPM Capital Trust I.

                  "Underlying Securities Trust Agreement" shall mean the trust
agreement pursuant to which the Underlying Securities were issued.

                  "Underlying  Securities  Trustee" shall mean U.S. Bank Trust
National Association.

                  "Underwriters" shall mean Lehman Brothers Inc., an affiliate
of the Depositor,  Prudential  Securities  Incorporated,  A.G. Edwards & Sons,
Inc., Janney Montgomery Scott LLC and HSBC Securities (USA) Inc.

                  "Voting Rights" shall, in the entirety, unless otherwise set
forth herein, be allocated among all Class A-1 Certificateholders in
proportion to the then unpaid principal amounts of their respective
Certificates. The Class A-2 Certificateholders will have no Voting Rights.

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

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

                  "Warrant Holder" shall mean the holder of a Call Warrant.

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

                           "Accounting Date"

                           "Administrative Fees"

                           "Advance"

                           "Allowable Expense Amounts"

                           "Basic Documents"

                           "Calculation Agent"

                           "Call Premium Percentage"

                           "Credit Support"

                           "Credit Support Instrument"

                           "Credit Support Provider"

                           "Cut-off Date"

                           "Eligible Expense"

                           "Exchange Rate Agent"

                           "Fixed Pass-Through Rate"

                           "Floating Pass-Through Rate"

                           "Guaranteed Investment Contract"

                           "Letter of Credit"

                           "Limited Guarantor"

                           "Limited Guaranty"

                           "Minimum Wire Denomination"

                           "Notional Amount"

                           "Pass-Through Rate"

                           "Place of Distribution"

                           "Purchase Price"

                           "Required Premium"

                           "Required Principal"

                           "Requisite Reserve Amount"

                           "Retained Interest"

                           "Sale Procedures"

                           "Sub-Administration Account"

                           "Sub-Administration Agreement"

                           "Sub-Administration Agent"

                           "Surety Bond"

                           "Swap Agreement"

                           "Swap Counterparty"

                           "Swap Distribution Amount"

                           "Swap Guarantee"

                           "Swap Guarantor"

                           "Swap Receipt Amount"

                           "Swap Termination Payment"

         Section 3. Designation of Trust and  Certificates.  The Trust created
hereby  shall be known as the  "Corporate-Backed  Trust  Certificates,  Series
2001-15  Trust."  The  Certificates  evidencing  certain  undivided  ownership
interests  therein  shall be known as  "Corporate  Backed Trust  Certificates,
Series 2001-15." The Certificates  shall consist of the Class A-1 Certificates
and the Class A-2 Certificates  (together,  the "Certificates").  The Trust is
also issuing call options with respect to the Certificates ("Call Warrants").

                  (a) The Certificates shall be held through the Depository in
book-entry  form and shall be  substantially  in the forms attached  hereto as
Exhibits  A-1  and  A-2.  The  Class  A-1  Certificates  shall  be  issued  in
denominations  of $25. The Class A-2  Certificates  shall be issued in minimum
notional  denominations  of  $1,000  and  integral  multiples  of $1 in excess
thereof. Except as provided in the Standard Terms and in paragraph (d) in this
Section,  the  Trust  shall  not issue  additional  Certificates  or incur any
indebtedness.

                  (b) The Class A-1  Certificates  have an  initial  aggregate
Certificate  Principal  Amount of $76,499,000.  The Class A-2 Certificates are
interest-only  Certificates,   and  have  a  principal  amount  equal  to  the
Certificate Principal Amount of the Class A-1 Certificates.

                  (c)  The  holders  of the  Class  A-1  Certificates  will be
entitled to receive on each Distribution  Date the interest,  if any, received
on the  Underlying  Securities,  to the extent  necessary to pay interest at a
rate of 7.20% per annum on the outstanding Certificate Principal Amount of the
Class A-1  Certificates.  The  holders of the Class A-2  Certificates  will be
entitled to receive on each Distribution  Date the interest,  if any, received
on the  Underlying  Securities,  to the extent  necessary to pay interest at a
rate of 0.34% per annum on the outstanding  notional  principal  amount of the
Class  A-2  Certificates.  On July  15,  2001,  the  Trustee  will  pay to the
Depositor the amount of interest accrued and paid on the Underlying Securities
from  January 15, 2001 to but not  including  the Closing  Date.  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 Class A-1  Certificates  and Class A-2 Certificates
in respect of accrued  interest,  of any  proceeds  from the  recovery  on the
Underlying Securities.

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

                  (e) As a  condition  precedent  for  transferring  the  Call
Warrants,  the  prospective  transferee  shall be  required  to deliver to the
Trustee and the Depositor an executed copy of the Investment Letter (set forth
in Exhibit C hereto.)

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

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

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

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

                    (i)  the  Trustee  will  pay  the   interest   portion  of
                         Available  Funds (subject to Section 5(c) and Section
                         5(d) below):

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

                         (b)   second,   to  the  holders  of  the  Class  A-1
                         Certificates   and  the  holders  of  the  Class  A-2
                         Certificates,  interest  accrued  and  unpaid on each
                         such   Class   pro  rata  in   proportion   to  their
                         entitlements thereto.

                    (ii) 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 6(b) below and
                         approved by 100% of the Certificateholders; and

                         (b)   second,   to  the  holders  of  the  Class  A-1
                         Certificates, the Certificate Principal Amount.

                  (b)  Distributions of interest on the Class A-1 Certificates
and Class A-2  Certificates  may be  deferred  as a result of the  deferral of
payment  on  the  Underlying  Securities.   Distributions  on  the  Underlying
Securities  may be  deferred  pursuant  to  the  Underlying  Securities  Trust
Agreement  for up to ten  consecutive  semiannual  interest  periods  (each  a
"Deferral  Period")  provided  that no Deferral  Period may extend  beyond the
Final Scheduled Distribution Date. During any Deferral Period, interest on the
Underlying Securities will continue to accrue at the applicable rate per annum
compounded semi-annually.  Interest on deferred and compounded interest on the
Class A-1 Certificates  and Class A-2  Certificates  will be owing only to the
extent  that  such  interest  is  actually  received  by  the  Trustee  on the
Underlying Securities.

                  (c)  Notwithstanding   the  foregoing,   if  the  Underlying
Securities  are  redeemed,  prepaid or  liquidated in whole or in part for any
reason  other  than due to the  occurrence  of an Event of Default or at their
maturity,  the Trustee shall apply  Available  Funds in the following order of
priority:

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

                    (ii) second, to the holders of the Class A-1 Certificates,
                         an amount equal to the outstanding  principal  amount
                         thereof plus accrued and unpaid interest thereon;

                    (iii)third, to the holders of the Class A-2  Certificates,
                         the present value of all amounts that would otherwise
                         have been payable on the Class A-2  Certificates  for
                         the  period  from  the  date  of such  redemption  or
                         prepayment to the Final Scheduled  Distribution  Date
                         using a discount rate of 7.20% per annum, assuming no
                         delinquencies,  deferrals, redemptions or prepayments
                         on the Underlying Securities; and

                    (iv) fourth, any remainder to the holders of the Class A-1
                         Certificates  and the Class A-2 Certificates pro rata
                         in   proportion   to  the  ratio  of  the  Class  A-1
                         Allocation to the Class A-2 Allocation.

                  (d)  Notwithstanding   the  foregoing,   if  the  Underlying
Securities are redeemed,  prepaid or liquidated in whole or in part due to the
occurrence of an Event of Default,  the Trustee shall apply Available Funds to
the  holders of the Class A-1  Certificates  and the  holders of the Class A-2
Certificates  in accordance  with the ratio of the Class A-1 Allocation to the
Class A-2 Allocation.

                  (e) Notwithstanding any other provision hereof, in the event
of the  occurrence of an Event of Default,  the Trustee shall proceed  against
the  Underlying  Securities  Issuer  on behalf  of the  Certificateholders  to
enforce the Underlying Securities or otherwise to protect the interests of the
Certificateholders,  provided that, holders of the Certificates representing a
majority of the Voting Rights on the  Certificates  will be entitled to direct
the  Trustee  in any  such  proceeding  or  direct  the  Trustee  to sell  the
Underlying  Securities.  If the  Trustee is  directed  to sell the  Underlying
Securities,  the Trustee  shall  solicit  bids for the sale of the  Underlying
Securities with  settlement  thereof on or before the third (3rd) Business Day
after such sale from three leading dealers in the relevant market.  Any of the
following  dealers (or their successors) shall be deemed to qualify as leading
dealers: (1) Credit Suisse First Boston Corporation, (2) Goldman, Sachs & Co.,
(3)  Lehman  Brothers  Inc.,  (4)  Merrill  Lynch,  Pierce,   Fenner  &  Smith
Incorporated,  (5) UBS  Warburg  LLC and (6) Salomon  Smith  Barney  Inc.  The
Trustee shall not be responsible for the failure to obtain a bid so long as it
has made  reasonable  efforts  to  obtain  bids.  If a bid for the sale of the
Underlying Securities has been accepted by the Trustee but the sale has failed
to settle on the proposed  settlement date, the Trustee shall request new bids
from such leading dealers. In the event of such sale or of an acceleration and
a  corresponding  payment on the  Underlying  Securities,  the  Trustee  shall
distribute the proceeds to the  Certificateholders  no later than two Business
Days after the  receipt of  immediately  available  funds in  accordance  with
Section 5(d) hereof.

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

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

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

                  (i)  Notwithstanding  Section 3.12 of the Standard Terms, if
the Underlying  Securities  Issuer ceases to file periodic reports as required
under the Exchange Act, the Depositor  shall within a reasonable time instruct
the Trustee to (i) distribute the Underlying  Securities  in-kind to the Class
A-1  Certificateholders  or (ii) sell the Underlying Securities and distribute
the proceeds of such sale to the certificateholders in accordance with Section
5(c); provided,  however, the Trustee shall not sell the Underlying Securities
unless the  proceeds  of such sale would  exceed the sum of the  amounts to be
distributed  pursuant to clauses  5(c)(i) and 5(c)(ii)  above;  and  provided,
further,  the  Depositor  shall not instruct the Trustee to distribute or sell
the  Underlying  Securities  pursuant  to this  clause  unless the  Underlying
Securities Issuer has either (x) stated in writing that it intends permanently
to cease filing reports  required under the Exchange Act or (y) failed to file
any required reports for one full calendar year.

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

                  (b)  Extraordinary  Expenses  shall  not be paid  out of the
Trust Property unless all the holders of the Class A-1  Certificates and Class
A-2  Certificates  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  6(b),  such  Extraordinary
Expenses  shall not be an obligation  of the Trust,  and the Trustee shall not
file  any  claim  against  the  Trust  therefor   notwithstanding  failure  of
certificateholders to reimburse the Trustee.

         Section 7. Optional Exchange; Optional Redemption.

                  (a) (i) On each  Distribution  Date (or, if the Depositor or
an  Affiliate  of the  Depositor  holds all of the  Certificates  and the Call
Warrants, on any other date) any Affiliate of the Depositor, if it is then the
holder  of  Class  A-1  Certificates  of a  principal  amount  and  Class  A-2
Certificates  of a notional  amount which  represent a like  percentage of all
outstanding Class A-1 Certificates and Class A-2  Certificates,  respectively,
and (except to the extent such Certificates were acquired through the exercise
of Call  Warrants)  the  holder  of Call  Warrants  related  to the  Class A-1
Certificates and Call Warrants related to the Class A-2 Certificates which, in
each case,  represent a like percentage of all such outstanding Call Warrants,
may tender such Class A-1  Certificates  and Class A-2  Certificates  and such
Call  Warrants  to the  Trustee  on such date and  receive a  distribution  of
Underlying Securities  representing a like percentage of Underlying Securities
to the percentage of the Class A-1 Certificates and Class A-2 Certificates and
the related Call  Warrants  being  tendered to the Trustee by the Depositor or
one of its Affiliates;  provided, however, that any right to exchange shall be
exercisable  only (a) to the  extent  that  the  Depositor  provides  upon the
Trustee's  request an opinion of counsel that such  exchange  would not affect
the  characterization of the Trust as a "grantor trust" for federal income tax
purposes and (b) to the extent  permitted  under Section  7(a)(iv) and Section
7(a)(vii) hereof.

                    (ii) Any such  Affiliate  of the  Depositor  must  provide
                         notice to the Trustee (an "Exchange Request") no less
                         than 5 days (or such shorter period acceptable to the
                         Trustee)  but  not  more  than 30  days  prior  to an
                         Optional  Exchange  Date that it requests an Optional
                         Exchange of  Certificates  on such Optional  Exchange
                         Date.

                    (iii)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.

                    (iv) Any such  Optional  Exchange by any  Affiliate of the
                         Depositor,   will  be   subject   to  the   following
                         restrictions:  (a)  certification to the Trustee that
                         any Certificates to be exchanged have been held for a
                         minimum of six months and (b) each Optional  Exchange
                         is limited  in amount to a maximum of 5% (except  for
                         Certificates  acquired by the  Underwriter  but never
                         distributed  to investors,  in which case 25%) of the
                         then outstanding  principal amount or notional amount
                         of the  Certificates;  provided,  however,  that such
                         restrictions  shall  not  apply  to the  exchange  of
                         Certificates  that were acquired  pursuant to Section
                         7(b).

                    (v)  The  provisions of Section 4.07 of the Standard Terms
                         shall not apply to an Optional  Exchange  pursuant to
                         this  Section.  This  Section 7 shall not provide the
                         Depositor  with a lien  against,  an interest in or a
                         right to  specific  performance  with  respect to the
                         Underlying Securities.

                    (vi) A Warrant Holder shall exchange  Certificates  called
                         by  it  for  pro  rata  amounts  of  the   Underlying
                         Securities;  provided, however, that it complies with
                         the  conditions set forth in (a)(i) and (a)(ii) above
                         as though such Warrant Holder was an affiliate of the
                         Depositor.

                    (vii)Any right to exchange Certificates for a distribution
                         of Underlying Securities shall be exercisable only by
                         a single holder of Class A-1  Certificates  and Class
                         A-2 Certificates and related Warrants, if applicable,
                         which  represent a like percentage of all outstanding
                         Class A-1  Certificates  and Class A-2  Certificates,
                         respectively.

                  (b) (i)  Concurrently  with  the  execution  of this  Series
Supplement,  the Trustee,  on behalf of the Trust,  shall  execute the Warrant
Agent  Agreement  and the  Call  Warrants,  dated as of the  date  hereof  and
substantially in the form of Exhibit B hereto, initially evidencing all of the
Call  Warrants.  The Trustee shall perform the Trust's  obligations  under the
Warrant  Agent  Agreement  and the Call  Warrants  in  accordance  with  their
respective terms.

                    (ii) On any Call Date, the  Certificates  may be called at
                         the Call Price,  in whole or in part,  by the Warrant
                         Holder upon  payment of the Call Price on or prior to
                         such Call Date.

                    (iii)The  Warrant  Holder  shall  provide  notice  to  the
                         Trustee  (a "Call  Request")  no less than 5 Business
                         Days  prior to any Call Date,  that it is  exercising
                         its Call Warrants with respect to the Certificates on
                         such Call Date. The Call Request shall, to the extent
                         that an Optional  Exchange is permitted under Section
                         7(a)  hereof,  be deemed to be notice of an  Optional
                         Exchange.

                    (iv) Upon  receipt of a Call  Request,  the Trustee  shall
                         provide a conditional  call notice to the  Depository
                         not less than 3 Business Days prior to the applicable
                         Call Date.

                    (v)  As a condition  to any Optional  Call,  an opinion of
                         counsel to the Warrant  Holder  shall be delivered to
                         the  Rating  Agencies,  in form  satisfactory  to the
                         Rating Agencies,  indicating that payment of the Call
                         Price  shall  not be  recoverable  as a  preferential
                         transfer or  fraudulent  conveyance  under the United
                         States  Bankruptcy  Code.  Such  opinion  may contain
                         customary   assumptions   and   qualifications.    In
                         addition,   the  Warrant   Holder  shall   provide  a
                         certificate of solvency to the Trustee.

                    (vi) Deliveries of the Certificates  called to the Warrant
                         Holder (the  "Purchaser")  will only be made  against
                         payment  by  the  Purchaser  of  the  Call  Price  in
                         immediately  available funds. Such payment must occur
                         no later than  10:00  a.m.  New York City time on the
                         Call Date. In the event that the  Purchaser  fails to
                         make  such   payment   by  such  time  (a   "Purchase
                         Default"),  the sale shall be voided and the Optional
                         Call will be deemed not to be effective  with respect
                         to such  Distribution  Date, and the Certificates and
                         the  Call   Warrants   shall   continue   to   remain
                         outstanding.  Subject to receipt of the Call Price as
                         aforesaid,  the  Trustee  shall pay the Call Price to
                         the Certificateholders on the Call Date.

                    (vii)The Call Price in respect of partial  calls  shall be
                         allocated to the Certificateholders pro rata.

                    (viii) The Trustee  shall not consent to any  amendment or
                         modification   of  this   Agreement   (including  the
                         Standard  Terms)  which  would  alter  the  timing or
                         amount of any  payment of the Call Price  without the
                         prior written consent of 100% of the Warrant Holders.

                    (ix) The  Trustee  shall  not be  obligated  to  determine
                         whether an Optional Call 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.

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

                    (xi) The Warrant Holder shall initially be the Depositor.

         Section 8. Events of Default.

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

         Section 9. Miscellaneous.

                  (a)  The  provisions  of  Section  4.04,  Advances,  of  the
Standard Terms shall not apply to the Series 2001-15 Certificates.

                  (b) The provisions of Section 4.07,  Optional  Exchange,  of
the Standard Terms shall not apply to the Series 2001-15 Certificates.

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

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

                  (e) The provisions of Section  3.07(d) of the Standard Terms
shall not apply to the Series 2001-15 Certificates.

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

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

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

                  (i)  Notwithstanding  anything in the Trust Agreement to the
contrary,  the  Trustee  may be  removed  upon 60 days  prior  written  notice
delivered by the holders of Class A-1  Certificates  representing the Required
Percentage-Removal.

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

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

                  (l) In relation to Section  7.01(f) of the  Standard  Terms,
any periodic  reports  filed by the Trustee  pursuant to the Exchange  Act, in
accordance with the customary practices of the Depositor, need not contain any
independent reports.

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

                  (n) [Reserved].

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

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

If to the Depositor, to:

                           Lehman ABS Corporation
                           3 World Financial Center
                           New York, New York  10285
                           Attention:  Structured Credit Trading
                           Telephone:  (212) 526-6570
                           Facsimile:  (212) 526-1546

If to the Trustee, to:

                           U.S. Bank Trust National Association
                           100 Wall Street
                           New York, New York  10005
                           Attention:  Corporate Trust
                           Telephone:  (212) 361-2500
                           Facsimile:  (212) 809-5459

If to the Rating Agencies, to:

                           Moody's Investors Service, Inc.
                           99 Church Street 21W
                           New York, New York  10007
                           Attention:  CBO/CLO Monitoring Department
                           Telephone:  (212) 553-1494
                           Facsimile:  (212) 553-0355

         and to:

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

If to the New York Stock Exchange, to:

                           New York Stock Exchange, Inc.
                           20 Broad Street
                           New York, New York  10005
                           Attention:  Michael Hyland
                           Telephone:  (212) 656-5868
                           Facsimile:  (212) 656-6919

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

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

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

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

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

         Section  15.  Voting  of  Underlying   Securities,   Modification  of
Indenture. The Trustee, as holder of the Underlying Securities,  has the right
to vote and give consents and waivers in respect of the Underlying  Securities
as permitted by the  Depository  and except as otherwise  limited by the Trust
Agreement.  In the  event  that  the  Trustee  receives  a  request  from  the
Depository,  the Underlying  Securities  Trustee or the Underlying  Securities
Issuer  for its  consent  to any  amendment,  modification  or  waiver  of the
Underlying Securities,  the Underlying Securities Trust Agreement or any other
document  thereunder or relating thereto,  or receives any other  solicitation
for any action with respect to the  Underlying  Securities,  the Trustee shall
mail a notice of such proposed amendment, modification, waiver or solicitation
to each Class A-1  Certificateholder  of record as of such date.  The  Trustee
shall request instructions from the Class A-1 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  outstanding  principal
balances of the Class A-1  Certificates)  as the Class A-1 Certificates of the
Trust  were  actually  voted or not voted by the Class A-1  Certificateholders
thereof as of a date determined by the Trustee prior to the date on which such
consent  or vote is  required,  after  weighing  the  votes of the  Class  A-1
Certificateholders;  provided,  however, that, notwithstanding anything in the
Trust  Agreement  to the  contrary,  the  Trustee  shall at no time vote on or
consent to any matter (i) unless  such vote or consent  would not (based on an
opinion  of  counsel)  alter the  status  of the Trust as a grantor  trust for
federal  income  tax  purposes  or  result in the  imposition  of tax upon the
Certificateholders, (ii) which would alter the timing or amount of any payment
on the Underlying  Securities,  including,  without limitation,  any demand to
accelerate the Underlying  Securities,  except in the event of a default under
the  Underlying  Securities  or an event  which with the passage of time would
become  an event of  default  under  the  Underlying  Securities  and with the
unanimous  consent of all  outstanding  Class A-1  Certificateholders  and the
Class A-2  Certificateholders,  or (iii) which would result in the exchange or
substitution of any of the  outstanding  Underlying  Securities  pursuant to a
plan for the refunding or refinancing of such Underlying  Securities except in
the event of a default under the  Underlying  Securities  Trust  Agreement and
only with the consent of Certificateholders representing 100% of the Class A-1
Certificates and 100% of the Class A-2 Certificates. The Trustee shall have no
liability  for any  failure to act  resulting  from  Certificateholders'  late
return of, or failure to return,  directions requested by the Trustee from the
Certificateholders.

                  In the event that an offer is made by the Underlying
Securities Issuer to issue new obligations in exchange and substitution for
any of the Underlying Securities, pursuant to a plan for the refunding or
refinancing of the outstanding Underlying Securities or any other offer is
made for the Underlying Securities, the Trustee shall notify the Class A-1
Certificateholders and Class A-2 Certificateholders of such offer promptly.
The Trustee must reject any such offer unless the Trustee is directed by all
the holders of the Class A-1 Certificates and Class A-2 Certificates to accept
such offer and the Trustee has received the tax opinion described above. If
pursuant to the preceding sentence, the Trustee accepts any such offer the
Trustee shall promptly notify the Rating Agencies.

                  If an event of default under the Underlying Securities Trust
Agreement occurs and is continuing, and if directed by a majority of the
outstanding Class A-1 Certificateholders, the Trustee shall vote the
Underlying Securities in favor of directing, or take such other action as may
be appropriate to direct, the Underlying Securities Trustee to declare the
unpaid principal amount of the Underlying Securities and any accrued and
unpaid interest thereon to be due and payable.



<PAGE>



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

                              LEHMAN ABS CORPORATION,
                                  as Depositor


                                   By: /s/ Rene Canezin
                                       ________________
                                   Name: Rene Canezin
                                   Title: Senior Vice President


                                  U.S. BANK TRUST NATIONAL ASSOCIATION,
                                    not in its individual capacity
                                    but solely as Trustee on behalf
                                    of the Corporate Backed Trust
                                    Certificates Series, 2001- 15
                                    Trust


                               By:  /s/  Marlene Fahey
                                         _____________
                                    Name: Marlene Fahey
                                    Title: Vice President & Assistant Secretary


<PAGE>



                                                                   SCHEDULE I

                                SERIES 2001-15

                        UNDERLYING SECURITIES SCHEDULE

Underlying Securities:                            7.54% Cumulative Capital
                                                  Securities Notes due 2027.

Underlying Securities Issuer:                     JPM Capital Trust I.

CUSIP Number:                                     46623PAA2.

Principal Amount Deposited:                       $76,499,000.

Original Issue Date:                              December 4, 1996.

Principal Amount of

Underlying Securities

Originally Issued:                                750,000,000.

Maturity Date:                                    January 15, 2027.

Principal Payment Date:                           January 15, 2027.

Interest Rate:                                    7.54% per annum.

Interest Payment Dates:                           January 15 and July 15.

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



<PAGE>



                                                                 SCHEDULE II

                      CLASS A-2 CERTIFICATE CALL SCHEDULE


          Distribution Date                             Value
              07/15/2001                             $2,384,952
              01/15/2002                             $2,374,152
              07/15/2002                             $2,362,811
              01/15/2003                             $2,350,903
              07/15/2003                             $2,338,400
              01/15/2004                             $2,325,272
              07/15/2004                             $2,311,487
              01/15/2005                             $2,297,013
              07/15/2005                             $2,281,816
              01/15/2006                             $2,265,858
              07/15/2006                             $2,249,103
              01/15/2007                             $2,231,510
              07/15/2007                             $2,213,037
              01/15/2008                             $2,193,640
              07/15/2008                             $2,173,274
              01/15/2009                             $2,151,889
              07/15/2009                             $2,129,436
              01/15/2010                             $2,105,859
              07/15/2010                             $2,081,104
              01/15/2011                             $2,055,111
              07/15/2011                             $2,027,818
              01/15/2012                             $1,999,161
              07/15/2012                             $1,969,070
              01/15/2013                             $1,937,476
              07/15/2013                             $1,904,301
              01/15/2014                             $1,869,468
              07/15/2014                             $1,832,893
              01/15/2015                             $1,794,489
              07/15/2015                             $1,754,166
              01/15/2016                             $1,711,826
              07/15/2016                             $1,667,369
              01/15/2017                             $1,620,689
              07/15/2017                             $1,571,675
              01/15/2018                             $1,520,210
              07/15/2018                             $1,466,173
              01/15/2019                             $1,409,433
              07/15/2019                             $1,349,856
              01/15/2020                             $1,287,301
              07/15/2020                             $1,221,618
              01/15/2021                             $1,152,650
              07/15/2021                             $1,080,235
              01/15/2022                             $1,004,198
              07/15/2022                              $924,360
              01/15/2023                              $840,529
              07/15/2023                              $752,508
              01/15/2024                              $660,085
              07/15/2024                              $563,041
              01/15/2025                              $461,144
              07/15/2025                              $354,153
              01/15/2026                              $241,813
              07/15/2026                              $123,855
              01/15/2027                                  --



<PAGE>



                                  EXHIBIT A-1
                      FORM OF CLASS A-1 TRUST CERTIFICATE

NUMBER 1                                        3,059,960 $25 PAR CERTIFICATES
                                                         CUSIP NO. 21988G 78 3

                      SEE REVERSE FOR CERTAIN DEFINITIONS

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

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

TRANSFERS OF THE CLASS A-1 CERTIFICATES MUST GENERALLY BE ACCOMPANIED BY
APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS
PROVIDED IN THE SERIES SUPPLEMENT.

                            LEHMAN ABS CORPORATION.

                               3,059,960 $25 PAR

                     CORPORATE BACKED TRUST CERTIFICATES,

                                SERIES 2001-15

7.20% INTEREST RATE

evidencing a proportionate undivided beneficial ownership interest in the
Trust, as defined below, the property of which consists principally of
$76,499,000 aggregate principal amount of 7.54% Cumulative Capital Securities
due January 15, 2027, issued by JPM Capital Trust 1 and all payments received
thereon (the "Trust Property"), deposited in trust by Lehman ABS Corporation,
(the "Depositor").

THIS CERTIFIES THAT CEDE & CO. is the registered owner of $76,499,000 DOLLARS
nonassessable, fully-paid, proportionate undivided beneficial ownership
interest in the Corporate Backed Trust Certificates, Series 2001-15 Trust,
formed by the Depositor.



<PAGE>



The Trust was created pursuant to a Standard Terms for Trust Agreements, dated
as of January 16, 2001 (the "Standard Terms"), between the Depositor and U.S.
Bank Trust National Association, a national banking association, not in its
individual capacity but solely as Trustee (the "Trustee"), as supplemented by
the Series Supplement, Series 2001-15, dated as of April 30, 2001 (the "Series
Supplement" and, together with the Standard Terms, the "Trust Agreement"),
between the Depositor and the Trustee. This Certificate does not purport to
summarize the Trust Agreement and reference is hereby made to the Trust
Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Trustee with respect hereto. A copy of the Trust Agreement
may be obtained from the Trustee by written request sent to the Corporate
Trust Office. Capitalized terms used but not defined herein have the meanings
assigned to them in the Trust Agreement.

This Certificate is one of the duly authorized Certificates designated as the
"Corporate Backed Trust Certificates, Series 2001-15, Class A-1" (herein
called the "Certificates"). This Certificate is issued under and is subject to
the terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. The Trust Property consists of: (i)
Underlying Securities described in the Trust Agreement; (ii) all payments on
or collections in respect of the Underlying Securities accrued on or after
April 30, 2001 together with any proceeds thereof; and (iii) all funds from
time to time deposited with the Trustee relating to the Certificates, together
with any and all income, proceeds and payments with respect thereto; provided,
however, that any income from the investment of Trust funds in certain
permitted investments ("Eligible Investments") does not constitute Trust
Property.

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

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

Distributions made on this Certificate will be made as provided in the Trust
Agreement by the Trustee by wire transfer in immediately available funds, or
check mailed to the Certificateholder of record in the Certificate Register
without the presentation or surrender of this Certificate or the making of any
notation hereon, except that with respect to Certificates registered on the
Record Date in the name of the nominee of the Clearing Agency (initially, such
nominee shall be Cede & Co.), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee. Except
as otherwise provided in the Trust Agreement and notwithstanding the above,
the final distribution on this Certificate will be made after due notice by
the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the Corporate Trust Office or such other
location as may be specified in such notice.

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

Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not entitle
the Holder hereof to any benefit under the Trust Agreement or be valid for any
purpose.

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



<PAGE>



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


                                   CORPORATE BACKED TRUST
                                   CERTIFICATES,
                                   SERIES 2001-15 TRUST


                                   By: U.S. Bank Trust National Association
                                   not in its individual capacity but solely as
                                   Trustee,


                                   By:_________________________________________
                                      Authorized Signatory


Dated: April 30, 2001


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is on one of the Corporate Backed Trust Certificates, Series 2001-15,
described in the Trust Agreement referred to herein.

U.S. Bank Trust National Association
not in its individual capacity but solely as
Trustee,


By: ____________________________
    Authorized Signatory



<PAGE>



                           (REVERSE OF CERTIFICATE)

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

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

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

As provided in the Trust Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register upon surrender of this Certificate for registration of transfer at
the offices or agencies of the Certificate Registrar maintained by the Trustee
in the Borough of Manhattan, the City of New York, duly endorsed by or
accompanied by an assignment in the form below and by such other documents as
required by the Trust Agreement, and thereupon one or more new Certificates of
the same class in authorized denominations evidencing the same principal
amount will be issued to the designated transferee or transferees. The initial
Certificate Registrar appointed under the Trust Agreement is U.S. Bank Trust
National Association. No service charge will be made for any registration of
transfer or exchange, but the Trustee may require exchange of a sum sufficient
to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

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

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

         Section  16.The Trust and the  obligations  of the  Depositor and the
Trustee created by the Trust Agreement with respect to the Certificates  shall
terminate upon the earliest to occur of (i) the payment in full at maturity or
sale by the Trust after a payment default on or an acceleration or other early
payment  of the  Underlying  Securities  and the  distribution  in full of all
amounts  due to the  Class  A-1 and  Class  A-2  Certificateholders;  (ii) the
exercise of all  outstanding  Call Warrants by the Warrant  Holder;  (iii) the
Final Scheduled Distribution Date and (iv) 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.

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



<PAGE>



                                  ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE


(Please print or type name and address, including postal zip code, of
assignee) the within Certificate, and all rights thereunder, hereby
irrevocably constituting and appointing ________________________________
Attorney to transfer said Certificate on the books of the Certificate
Register, with full power of substitution in the premises.

Dated:


                                                            *
                                                    Signature Guaranteed:


                                                            *


*NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Signatures must be guaranteed
by an "eligible guarantor institution" meeting the requirements of the
Certificate Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Certificate
Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.




<PAGE>


                                  EXHIBIT A-2
                         FORM OF CLASS A-2 CERTIFICATE

NUMBER 1                                                  CUSIP NO.21988G AM 8

                      SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CLASS A-2 CERTIFICATE 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 CLASS A-2 CERTIFICATE REPRESENTED
HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE SERIES
SUPPLEMENT.

THE NOTIONAL PRINCIPAL AMOUNT OF THIS CLASS A-2 CERTIFICATE IS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING NOTIONAL PRINCIPAL AMOUNT OF THIS CLASS
A-2 CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.

TRANSFERS OF THE CLASS A-2 CERTIFICATES MUST GENERALLY BE ACCOMPANIED BY
APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS
PROVIDED IN THE SERIES SUPPLEMENT.

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

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




<PAGE>



                            LEHMAN ABS CORPORATION


                     CORPORATE BACKED TRUST CERTIFICATES,

                                SERIES 2001-15

                     $76,499,000 NOTIONAL PRINCIPAL AMOUNT

0.34% INTEREST RATE

evidencing a proportionate undivided beneficial ownership interest in the
Trust, as defined below, the property of which consists principally of
$76,499,000 aggregate principal amount of 7.54 % Cumulative Capital Securities
due January 15, 2027, issued by JPM Capital Trust 1 and all payments received
thereon (the "Trust Property"), deposited in trust by Lehman ABS Corporation
(the "Depositor").

THIS CERTIFIES THAT CEDE & CO. is the registered owner of an aggregate
principal amount of $76,499,000 notional principal amount nonassessable,
fully-paid, proportionate undivided beneficial ownership interest in the
Corporate Backed Trust Certificates, Series 2001-15 Trust, formed by the
Depositor.

The Trust was created pursuant to a Standard Terms for Trust Agreements, dated
as of January 16, 2001, (the "Standard Terms"), between the Depositor and U.S.
Bank Trust National Association , a national banking association, not in its
individual capacity but solely as Trustee (the "Trustee"), as supplemented by
the Series Supplement, Series 2001-15, dated as of April 30, 2001 (the "Series
Supplement" and, together with the Standard Terms, the "Trust Agreement"),
between the Depositor and the Trustee. This Certificate does not purport to
summarize the Trust Agreement and reference is hereby made to the Trust
Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Trustee with respect hereto. A copy of the Trust Agreement
may be obtained from the Trustee by written request sent to the Corporate
Trust Office. Capitalized terms used but not defined herein have the meanings
assigned to them in the Trust Agreement.

This Certificate is one of the duly authorized Certificates designated as the
"Corporate Backed Trust Certificates, Series 2001-15, Class A-2" (herein
called the "Certificates"). This Certificate is issued under and is subject to
the terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. The Trust Property consists of: (i)
Underlying Securities described in the Trust Agreement; (ii) all payments on
or collections in respect of the Underlying Securities accrued on or after
April 30, 2001 together with any proceeds thereof; and (iii) all funds from
time to time deposited with the Trustee relating to the Certificates, together
with any and all income, proceeds and payments with respect thereto; provided,
however, that any income from the investment of Trust funds in certain
permitted investments ("Eligible Investments") does not constitute Trust
Property.

Subject to the terms and conditions of the Trust Agreement (including the
availability of funds for distributions) and until the obligation created by
the Trust Agreement shall have terminated in accordance therewith,
distributions of interest will be made on this Certificate on each
Distribution Date.

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

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

Distributions made on this Certificate will be made as provided in the Trust
Agreement by the Trustee by wire transfer in immediately available funds, or
check mailed to the Certificateholder of record in the Certificate Register
without the presentation or surrender of this Certificate or the making of any
notation hereon, except that with respect to Certificates registered on the
Record Date in the name of the nominee of the Clearing Agency (initially, such
nominee shall be Cede & Co.), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee. Except
as otherwise provided in the Trust Agreement and notwithstanding the above,
the final distribution on this Certificate will be made after due notice by
the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the Corporate Trust Office or such other
location as may be specified in such notice.

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

Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not entitle
the Holder hereof to any benefit under the Trust Agreement or be valid for any
purpose.

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



<PAGE>



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


                                   CORPORATE BACKED TRUST CERTIFICATES,
                                   SERIES 2001- 15 TRUST


                                   By: U.S. Bank Trust National Association
                                   not in its individual capacity but solely as
                                   Trustee,


                                   By:_________________________________________
                                      Authorized Signatory


Dated: April 30, 2001


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is on one of the Corporate Backed Trust Certificates, Series 2001-15,
described in the Trust Agreement referred to herein.

U.S. Bank Trust National Association
not in its individual capacity but solely as
Trustee,


By: ________________________________
    Authorized Signatory



<PAGE>



                           (REVERSE OF CERTIFICATE)

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

The Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the Trustee and the rights of the Certificateholders under the
Trust Agreement at any time by the Depositor and the Trustee with the consent
of the holders of Class A-2 Certificates in the manner set forth in the Series
Supplement and the Standard Terms. Any such consent by the Holder of this
Certificate (or any predecessor Certificate) shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent in made upon this Certificate.
The Trust Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

The Certificates are issuable in fully registered form only in denominations
of $1000 and in integral multiples of $1 in excess thereof.

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

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

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

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

         Section 17. The Trust and the  obligations  of the  Depositor and the
Trustee created by the Trust Agreement with respect to the Certificates  shall
terminate upon the earliest to occur of (i) the payment in full at maturity or
sale by the Trust after a payment default on or an acceleration or other early
payment  of the  Underlying  Securities  and the  distribution  in full of all
amounts  due to the  Class  A-1 and  Class  A-2  Certificateholders;  (ii) the
exercise of all  outstanding  Call Warrants by the Warrant  Holder;  (iii) the
Final Scheduled Distribution Date and (iv) 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.

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



<PAGE>



                                  ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE


(Please print or type name and address, including postal zip code, of
assignee) the within Certificate, and all rights thereunder, hereby
irrevocably constituting and appointing ________________________________
Attorney to transfer said Certificate on the books of the Certificate
Register, with full power of substitution in the premises.

Dated:


                                                         *
                                                   Signature Guaranteed:


                                                         *


*NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Signatures must be guaranteed
by an "eligible guarantor institution" meeting the requirements of the
Certificate Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Certificate
Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.


<PAGE>


                                   EXHIBIT B
                        FORM OF WARRANT AGENT AGREEMENT

                            WARRANT AGENT AGREEMENT

                      CORPORATE BACKED TRUST CERTIFICATES

                             Series 2001-15 TRUST

     WARRANT AGENT  AGREEMENT,  dated as of April 30, 2001 (the "Warrant Agent
Agreement"),  by  and  between  LEHMAN  ABS  CORPORATION,  as  Depositor  (the
"Depositor"),  and U.S. BANK TRUST NATIONAL ASSOCIATION, as Warrant Agent (the
"Warrant Agent").

                             W I T N E S S E T H:

     WHEREAS,  the  Depositor  created  Corporate  Backed Trust  Certificates,
Series  2001-15  Trust (the  "Trust"),  a trust  created under the laws of the
State of New York pursuant to a Standard Terms for Trust Agreements,  dated as
of January 16, 2001 (the  "Agreement"),  between Lehman ABS  Corporation  (the
"Depositor")  and U.S. Bank Trust  National  Association,  a national  banking
association,  not in its  individual  capacity  but  solely  as  Trustee  (the
"Trustee"),  as supplemented  by the Series  Supplement  2001-15,  dated as of
April 30, 2001 (the "Series Supplement" and, together with the Agreement,  the
"Trust Agreement"), between the Depositor and the Trustee; and

     WHEREAS,  in  connection  with the  creation of the Trust and the deposit
therein  of the  Underlying  Securities,  it is  desired  to  provide  for the
issuance  of trust  certificates  (the  "Certificates")  evidencing  undivided
interests  in the Trust and call  warrants  with  respect to the  Certificates
("Call Warrants").

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

     Section 1.  Definitions.  Except as otherwise  specified herein or as the
context may otherwise  require,  capitalized terms used herein but not defined
herein  shall have the  respective  meanings  set forth below for all purposes
under the Series Supplement.

                                  ARTICLE I

                           Exercise of Call Warrants

     Section 1.1 Manner of Exercise. (a) The Call Warrants may be exercised by
the holder  thereof (each,  a "Warrant  Holder"),  in whole or in part, on any
Call Date,  set forth in a written  notice  delivered to the Warrant Agent and
the  Trustee  at any time on or  before  the  Business  Day that is at least 5
Business  Days before such Call Date, by surrender of the Call Warrants to the
Warrant  Agent at its  office  set forth in  Section  6.3 hereof no later than
10:00 a.m.  (New York City time) on such Call Date;  provided that such 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  applicable  Call Price,  in a manner such that funds are available to the
Warrant Agent no later than 10:00 a.m. (New York City time) on such Call Date,
and such holder shall thereupon be entitled to delivery of the Certificates in
a  Certificate  Principal  Amount  equal  to $25 per  Call  Warrant  purchased
hereunder in accordance with this Article I; provided further that the Warrant
Holder may not exercise the Call Warrants at any time when such Warrant Holder
is  insolvent,  and in  connection  therewith,  such  Warrant  Holder shall be
required to certify that it is solvent at the time of exercise,  by completing
the Form of  Subscription  attached to the Call Warrants and  delivering  such
completed Form of Subscription to the Trustee on or prior to the Call Date and
deliver to the Trustee a form  reasonably  satisfactory  to the Trustee of the
opinion and the solvency  certificate required pursuant to Section 7(b)(iv) of
the Series Supplement.  Such notice of the exercise of a Call Warrant shall be
deemed to be notice of an Optional  Exchange  pursuant to Section  7(a) of the
Series Supplement.

         (b) The Warrant  Agent  shall  notify the  Trustee  immediately  upon
receipt by the  Warrant  Agent of a notice by the holder of the Call  Warrants
and upon  receipt  of payment of the  applicable  Call Price from such  holder
pursuant to clause (a) of this Section 1.1. The Warrant  Agent shall  transfer
each payment made by the holder thereof pursuant to clause (a) of this Section
1.1 to the Trustee in immediately available funds, for application pursuant to
the Trust Agreement on the applicable  Call Date (and,  pending such transfer,
shall  hold each such  payment  for the  benefit  of the  holder  thereof in a
segregated trust account).

         (c) A notice by the  holder of a Call  Warrant  does not  impose  any
obligations  on a holder of a Call  Warrant in any way to pay any Call  Price.
If, by 10:00 a.m.  (New York City  time) on the Call  Date,  the holder of the
Call Warrant  being  exercised  has not paid the Call Price,  then such notice
shall  automatically  expire and none of the holder of such Call Warrant,  the
Warrant Agent and the Trustee shall have any obligations  with respect to such
notice by the holder of such Call Warrant.  The  expiration of a notice by the
holder  of this  Call  Warrant  shall  in no way  affect  a  holder  of a Call
Warrant's right to subsequently  deliver a notice which satisfies the terms of
the Trust Agreement.

     Section 1.2 Transfer of Certificates.  As soon as practicable  after each
surrender of the Call Warrants,  in whole or in part on the Call Date and upon
satisfaction  of all other  requirements  described in the Call Warrants,  the
Warrant Agent shall instruct the Trustee to cause a number of the Certificates
equal to the number of the Call Warrants being exercised thereunder to reflect
the beneficial  ownership of the Certificates and, in case such exercise is in
part  only,  a new Call  Warrant of like  tenor,  representing  the  remaining
outstanding  Call  Warrants of the holder,  shall be  delivered by the Warrant
Agent to the holder hereof.

     Section 1.3  Cancellation  and  Destruction  of Call  Warrants.  All Call
Warrants  surrendered  to the Warrant  Agent for the  purpose of exercise  (in
whole or in part) pursuant to Section 1.1 and actually  exercised,  or for the
purpose of transfer or exchange pursuant to Article III, shall be cancelled by
the Warrant  Agent,  and no Call Warrant shall be issued in lieu thereof.  The
Warrant Agent shall destroy all cancelled Call Warrants.

     Section 1.4  No  Rights  as  Holder  of  Certificates  Conferred  by Call
Warrants.  Prior to the exercise thereof,  the Call Warrants shall not entitle
the  holder  thereof  to any of the  rights of a holder  of the  Certificates,
including,  without limitation, the right to receive the payment of any amount
on or in respect of the Certificates or to enforce any of the covenants of the
Trust Agreement.

                                  ARTICLE II

                           Restrictions on Transfer

     Section 2.1 Restrictive  Legends.  Except as otherwise  permitted by this
Article II, 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:

                  "This Call Warrant 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."

     Section 2.2 Notice of Proposed  Transfer;  Opinions of Counsel.  Prior to
any transfer of any Call Warrant or portion  thereof,  the holder thereof will
give 5 Business Days (or such lesser period  acceptable to the Warrant  Agent)
prior written notice to the Warrant Agent of such holder's intention to effect
such transfer.

                                 ARTICLE III

               Registration and Transfer of Call Warrants, etc.

     Section 3.1 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  whole  numbers of Call  Warrants.  The Trustee and 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
Trustee  and the  Warrant  Agent  shall not be  affected  by any notice to the
contrary.

     Section 3.2 Transfer and Exchange of Call Warrants. Upon surrender of any
Call  Warrant for  registration  of  transfer  or for  exchange to the Warrant
Agent, the Warrant Agent shall (subject to compliance with Article II) execute
and  deliver,  and cause the Trustee,  on behalf of the Trust,  to execute and
deliver, in exchange therefor, a new Call Warrant of like tenor and evidencing
a like whole  number of Call  Warrants,  in the name of such holder or as such
holder  (upon  payment  by such  holder of any  applicable  transfer  taxes or
government  charges) may direct;  provided  that as a condition  precedent for
transferring the Call Warrants,  the prospective  transferee shall be required
to deliver to the Trustee and the Depositor an executed copy of the Investment
Letter (set forth as Exhibit C to the Series Supplement).

     Section  3.3  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 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,  and cause the
Trustee,  on behalf of the Trust, to execute and deliver,  in lieu thereof,  a
new  Call  Warrant  of like  tenor  bearing  a  number  not  contemporaneously
outstanding.

     Section  3.4  Execution  and  Delivery of Call  Warrants by Trustee.  The
Trustee,  on behalf of the Trust,  hereby agrees  (subject to compliance  with
Article II) to execute and deliver such new Call Warrants issued in accordance
with  Section 1.2 or this  Article III as the Warrant  Agent shall  request in
accordance herewith.

                                  ARTICLE IV

                                  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 on or after April 30, 2006 or after the
announcement  of any  redemption or other  unscheduled  payment or sale of the
Underlying  Securities  on  which  the Call  Warrants  are  exercised  and the
proceeds  of an  Optional  Call (as  defined  in the  Series  Supplement)  are
distributed  to the holders of the  Certificates  pursuant to Section 7 of the
Series Supplement.

         "Call Price": (i) in the case of the Class A-1 Certificates,  the par
value of the Class A-1 Certificates  being purchased  pursuant to the exercise
of the Call Warrants,  plus any accrued and unpaid  interest on such amount to
but  excluding  the  Call  Date  and  (ii)  in  the  case  of  the  Class  A-2
Certificates,  any accrued and unpaid  interest on the notional  amount of the
Class A-2  Certificates  being purchased  pursuant to the exercise of the Call
Warrants  to but  excluding  the Call  Date,  plus the  additional  amount (or
portion  thereof,  in the case of a partial  call) set forth under the heading
"Value" in  Schedule  II to Series  Supplement  for such Call Date or, if such
Call Date is not a distribution date, the immediately  following  Distribution
Date.

         "Call Warrant": As defined in the recitals.

         "Closing Date": April 30, 2001.

         "Depositor": As defined in the recitals.

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

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

         "Rating  Agencies":  Standard & Poor's  Ratings  Services and Moody's
Investors Service, Inc. and any successor thereto.

         "Responsible Officer": As defined in the Trust Agreement.

         "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.

         "Trust": As defined in the recitals.

         "Trust Agreement": As defined in the recitals.

         "Trustee":  As defined in the  introduction  to this Warrant,  or any
successor thereto under the Trust Agreement.

         "Warrant  Agent":  U.S. Bank Trust National  Association,  a national
banking  association,  in its  capacity  as warrant  agent  hereunder,  or any
successor thereto.

                                  ARTICLE V

                                 Warrant Agent

     Section 5.1 Limitation on Liability. The Warrant Agent shall be protected
and shall incur no liability for or in respect of any action  taken,  suffered
or omitted by it in connection with its administration of the 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 5.2 Duties of Warrant Agent.  The Warrant Agent  undertakes  only
the specific duties and obligations imposed hereunder upon the following terms
and conditions, by all of which the Depositor, the Trust, the Trustee and each
holder of a Call Warrant shall be bound:

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

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

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

         (d) The Warrant  Agent shall not be liable for or by reason of any of
the statements of fact or recitals  contained  herein or be required to verify
the same, but all such statements and recitals are and shall be deemed to have
been made by the Trust and the Depositor only.

         (e) The Warrant Agent shall not have any responsibility in respect of
and makes no  representation  as to the  validity of the Call  Warrants or the
execution and delivery thereof (except the due execution hereof by the Warrant
Agent);  nor  shall  it be  responsible  for any  breach  by the  Trust of any
covenant or condition contained in the Call Warrants;  nor shall it by any act
thereunder  be  deemed  to  make  any  representation  or  warranty  as to the
Certificates to be purchased thereunder.

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

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

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

         (i) The  Warrant  Agent  shall  act  solely as the agent of the Trust
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 responsible for any failure on the
part of the  Trustee  to  comply  with any of its  covenants  and  obligations
contained herein.

         (k) The Warrant  Agent shall not be 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  Depositor and the Trustee in writing of any
claim made or action, suit or proceeding  instituted against it arising out of
or in connection with the Call Warrants.

         (l) The Trustee will  perform,  execute,  acknowledge  and deliver or
cause to be performed,  executed,  acknowledged and delivered all such further
acts,  instruments  and  assurances as may be required by the Warrant Agent in
order to enable it to carry out or perform its duties hereunder.

     Section 5.3  Change of Warrant Agent. The Warrant Agent may resign and be
discharged  from its duties  hereunder upon thirty (30) days notice in writing
mailed to the Depositor and the Trustee by registered or certified  mail,  and
to the holders of the Call Warrants by first-class  mail at the expense of the
Depositor;  provided  that no  such  resignation  or  discharge  shall  become
effective until a successor Warrant Agent shall have been appointed hereunder.
The Depositor may remove the Warrant Agent or any successor Warrant Agent upon
thirty (30) days notice in writing,  mailed to the Warrant  Agent or successor
Warrant Agent,  as the case may be, and to the holders of the Call Warrants by
first-class mail; provided further that no such removal shall become effective
until a successor  Warrant Agent shall have teen appointed  hereunder.  If the
Warrant Agent shall resign or be removed or shall otherwise  become  incapable
of acting,  the Depositor  shall  promptly  appoint a successor to the Warrant
Agent,  which may be designated  as an interim  Warrant  Agent.  If an interim
Warrant  Agent is  designated,  the  Depositor  shall then appoint a permanent
successor to the Warrant Agent, which may be the interim Warrant Agent. If the
Depositor shall fail to make such appointment of a permanent  successor within
a period of thirty  (30) days  after such  removal  or within  sixty (60) days
after  notification  in  writing  of such  resignation  or  incapacity  by the
resigning or  incapacitated  Warrant Agent or by the holder of a Call Warrant,
then the Warrant  Agent or  registered  holder of any Warrant 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 on 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.

                                  ARTICLE VI

                                 Miscellaneous

     Section  6.1  Remedies.  The  remedies  at law of the  holder of the Call
Warrants  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 6.2  Limitation on Liabilities  of Holder.  Nothing  contained in
this Warrant Agent  Agreement shall be construed as imposing any obligation on
the holder  thereof to purchase any of the  Certificates  except in accordance
with the terms thereof.

     Section 6.3  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 holder
of any Call Warrants, at the registered address of such holder as set forth in
the register kept by the Warrant Agent or (b) if to the Warrant Agent,  to 100
Wall Street, Suite 1600, New York, New York 10005, Attention:  Corporate Trust
or to such other address notice of which the Warrant Agent shall have given to
the holder  thereof and the Trustee or (c) if to the Trust or the Trustee,  to
the  Corporate  Trust Office (as set forth in the Trust  Agreement);  provided
that the  exercise  of any Call  Warrants  shall be  effective  on the  manner
provided in Article I.

     Section 6.4  Amendment.  (a) This Warrant Agent  Agreement may be amended
from time to time by the Depositor,  the Trustee and the Warrant Agent without
the  consent  of any  holder  thereof,  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 alter the status of the Trust as a
grantor trust 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 Warrant which shall nor adversely  affect in
any material  respect the  interests of the holder  thereof or any holder of a
Certificate  or (ii) to evidence and provide for the acceptance of appointment
hereunder of a Warrant Agent other than U.S. Bank Trust National Association.

         (b)  Without  limiting  the  generality  of the  foregoing,  the Call
Warrants may also be modified or amended  from time to time by the  Depositor,
the Trustee  and the Warrant  Agent with the consent of the holders of 66-2/3%
of the 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 seen  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 holders
of the Call Warrants;  provided,  however,  that no such  amendment  shall (i)
adversely  affect  in  any  material  respect  the  interests  of  holders  of
Certificates without the consent of the holders of Certificates evidencing nor
less than the Required  Percentage-Amendment of the aggregate Voting Rights of
such affected  Certificates (as such terms are defined in the Trust Agreement)
and without written  confirmation from the Rating Agencies that such amendment
will  not  result  in a  downgrading  or  withdrawal  of  its  rating  of  the
Certificates;  (ii) alter the cares on which Call Warrants are  exercisable or
the amounts  payable  upon  exercise  of a Warrant  without the consent of the
holders of Certificates  evidencing not less than 100% of the aggregate Voting
Rights of such affected  Certificates  and the holders of 100% of the affected
Call  Warrants or (iii)  reduce the  percentage  of  aggregate  Voting  Rights
required  by (i) or (ii)  without  the  consent  of the  holders  of all  such
affected  Certificates.  Notwithstanding  any other provision of this Warrant,
this Section 6.4(b) shall not be amended without the consent of the holders of
100% of the affected Call Warrants.

         (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  holder of a Call  Warrant,  to the  Trustee  and to the
Rating Agencies.  It shall not be necessary for the consent of holders of Call
Warrants or Certificates  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 shall be subject to such
reasonable regulations as the Warrant Agent may prescribe.

     Section 6.5  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,  (c) the  liquidation,  disposition,  or
maturity  of all of the  Certificates,  or (d) the  occurrence  of an Event of
Default under the Trust Agreement.

     Section 6.6  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 6.7  GOVERNING  LAW.  THIS CALL WARRANT  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 6.8 Judicial Proceedings; Waiver of Jury. Any judicial proceeding
brought  against the Trust,  the Trustee 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  Trustee  on behalf of the Trust and the
Warrant Agent (a) accept,  generally  and  unconditionally,  the  nonexclusive
jurisdiction of such courts and any related  appellate  court, and irrevocably
agree that the Trust,  the Trustee 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 waive
any  objection  that the Trust or the  Trustee,  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 6.9 Nonpetition Covenant; No Recourse.  Each of (i) the holder of
the Call  Warrants  by its  acceptance  thereof,  and (ii) the  Warrant  Agent
agrees,  that it shall not (and, in the case of the holder,  that it shall not
direct the  Warrant  Agent  to),  until the date which is one year and one day
after the payment in full of the Certificates and all other securities  issued
by the Trust, the Depositor or entities formed,  established or settled by the
Depositor,  acquiesce,  petition or otherwise  invoke or cause the Trust,  the
Depositor, 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 Trust,  the  Depositor  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 Trust,  the  Depositor or any
such other entity or ordering the winding up or  liquidation of the affairs of
the Trust, the Depositor or any such other entity.

<PAGE>

     Each of (i) the holder of the Call Warrants,  by its acceptance  thereof,
and (ii) the Warrant Agent agrees,  that it shall not have any recourse to the
Certificates.

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


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

                          U.S. BANK TRUST NATIONAL ASSOCIATION,
                                as Warrant Agent


                          By:
                             -----------------------------------------

                               Authorized Signatory




<PAGE>




                                   EXHIBIT C

                           FORM OF INVESTMENT LETTER

                         QUALIFIED INSTITUTIONAL BUYER

                                                      Dated: [_______________]

U.S. Bank Trust National Association,
100 Wall Street
New York, New York 10005

Lehman Brothers Inc.
  as initial Warrant Holder
3 World Financial Center
New York, New York 10285

Lehman ABS Corporation
3 World Financial Center
New York, New York  10285

Ladies and Gentlemen:

         In connection with our proposed purchase of ___________ Call Warrants
(the "Call Warrants") representing an interest in the Corporate Backed Trust
Certificates Series 2001-15 Trust (the "Trust"), the investor on whose behalf
the undersigned is executing this letter (the "Purchaser") confirms that:

         (1) Reference is made to the Prospectus Supplement, dated April 19,
2001 (the "Prospectus Supplement"), with respect to the Certificates to which
the Call Warrants relate. Capitalized terms used herein that are not otherwise
defined shall have the meanings ascribed thereto in the Prospectus Supplement.
The Purchaser has received a copy of the Prospectus Supplement and such other
information as the Purchaser deems necessary in order to make its investment
decision and the Purchaser has been provided the opportunity to ask questions
of, and receive answers from, the Depositor and the Underwriters, concerning
the terms and conditions of the Call Warrants. The Purchaser has received and
understands the above, and understands that substantial risks are involved in
an investment in the Call Warrants. 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
you, the Depositor or the Trustee or any of your or their affiliates, except
as expressly contained in the Prospectus Supplement and in the other written
information, if any, discussed above. 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.

         (2) The Purchaser is (A) a "Qualified Institutional Buyer" (as
defined in Rule 144A under the Securities Act of 1933, as amended (the "1933
Act")) and (B) 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 1933 Act or the securities or blue sky
laws of any state.

         (3) The Purchaser understands that the Call Warrants have not been
and will not be registered under the 1933 Act or under the securities or blue
sky laws of any state, and that (i) if it decides to resell, pledge or
otherwise transfer any Call Warrant, such Call Warrant may be resold, pledged
or transferred without registration only to an entity that has delivered to
the Depositor and the Trustee a certification that it is a Qualified
Institutional Buyer that purchases (1) for its own account or (2) for the
account of such a Qualified Institutional Buyer, that is, in either case,
aware that the resale, pledge or transfer is being made in reliance on said
Rule 144A and (ii) 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 (i) above.

         (4) The Purchaser understands that each of the Call Warrants will
bear a legend to the following effect, unless otherwise agreed by the
Depositor and the Trustee:

         "THIS CALL WARRANT 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. THIS CALL WARRANT REPRESENTED HEREBY MAY
BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS CALL
WARRANT."

         (5) The Purchaser understands that no subsequent transfer of the Call
Warrants is permitted unless it causes its proposed transferee to provide to
the Depositor and the initial Warrant Holder a letter substantially in the
form of Exhibit C to the Series Supplement, as applicable, or such other
written statement as the Depositor shall prescribe.

         (6) 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 Section 3.2 of the Warrant Agent Agreement. 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
Trust Agreement, as applicable, shall be void, and the purported transferee in
such transfer shall not be recognized by the Trust or any other Person as a
Warrant Holder.

         You and the Trustee are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.

                                       Very truly yours,

                                       By: ___________________________________
                                           Name:
                                           Title:

                                           [Medallion Stamp to be affixed here]