Exhibit 4.1

                               SERIES SUPPLEMENT

                      CORPORATE BACKED TRUST CERTIFICATES

       W.R. BERKLEY CAPITAL TRUST SECURITIES-BACKED SERIES 2002-1 TRUST

                                    between

                            LEHMAN ABS CORPORATION,

                                 as Depositor

                                      and

                     U.S. BANK TRUST NATIONAL ASSOCIATION,

                                  as Trustee

                      CORPORATE BACKED TRUST CERTIFICATES

                         Dated as of January 23, 2002



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                               Table of Contents
                                                                        Page
                                                                        ----

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

Section 2.   Definitions...................................................1

Section 3.   Designation of Trust and Certificates.........................7

Section 4.   Trust Certificates............................................8

Section 5.   Distributions.................................................8

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

Section 7.   Optional Exchange.............................................11

Section 8.   Notices of Events of Default..................................13

Section 9.   Miscellaneous.................................................13

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

Section 11.  Counterparts..................................................16

Section 12.  Termination of the Trust......................................16

Section 13.  Sale of Underlying Securities;................................16

Section 14.  Amendments....................................................16

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

Section 16.  Additional Depositor Representation...........................18


SCHEDULE I        SERIES 2002-1 UNDERLYING SECURITIES SCHEDULE
EXHIBIT A-1       FORM OF TRUST CERTIFICATE CLASS A-1
EXHIBIT A-2       FORM OF TRUST CERTIFICATE CLASS A-2


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<PAGE>

                               SERIES SUPPLEMENT

                      CORPORATE BACKED TRUST CERTIFICATES

       W.R. BERKLEY CAPITAL TRUST SECURITIES-BACKED SERIES 2002-1 TRUST

SERIES SUPPLEMENT, W.R. Berkley Capital Trust Securities-Backed Series 2002-1,
dated as of January 23, 2002 (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 W.R. Berkley Capital Trust
            Securities-Backed Series 2002-1 Certificates and the transactions
            described herein.

Section 2.  Definitions.

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




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<PAGE>


                  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 proceeds of any redemption of the Underlying Securities 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.

"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 8.125% 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-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 Allocation" means the present value (discounted at the rate of
8.125% 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-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 January 23, 2002.

"Collection Period" shall mean, (i) with respect to each December Distribution
Date, the period beginning on the day after the June Distribution Date of such
year and ending on such December Distribution Date, inclusive and, (ii) with
respect to each June Distribution Date, the period beginning on the day after
the December Distribution Date of the prior year and ending on such June
Distribution Date, 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.



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<PAGE>

"Depository" shall mean The Depository Trust Company.

"Distribution Date" shall mean June 15th and December 15th of each year (or if
such date is not a Business Day, the next succeeding Business Day), commencing
on June 15, 2002, 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.

"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 deferral during the pendency of an Extension Period 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.

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

"Extension Period" shall have the meaning set forth in Section 5(b) hereof.

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

"Final Scheduled Distribution Date" shall mean December 15, 2045; provided,
that such date shall be advanced in the event the maturity date of the
Underlying Securities is advanced, pursuant to the Underlying Securities Trust
Agreement.

"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 January 23, 2002) 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 Exchange" shall mean the exchange of the Certificates by the Trust
for the Underlying Securities pursuant to Section 7(a) hereof.

"Optional Exchange Date" shall mean any Distribution Date on which Underlying
Securities subject to Optional Exchange are distributed to 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.



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<PAGE>

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

"Prospectus Supplement" shall mean the Prospectus Supplement, dated January
11, 2002, relating to the Certificates.

"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, unless the subject amendment requires the vote of holders of only one
class of Certificates pursuant to the Standard Terms, in which case 66-2/3% of
the Certificate Principal Amount of such Class.

"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 W.R. Berkley Capital Trust Securities-Backed Series 2002-1.

"Special Event" shall have the meaning specified in the Prospectus Supplement.

"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 $22,000,000 aggregate principal amount of
8.197% Capital Securities due December 15, 2045, 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 W.R. Berkley Capital Trust.

"Underlying Securities Administrative Trustees" shall mean a Trustee who is an
employee or officer of, or is affiliated with the W.R. Berkley Corporation.




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

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

"Underlying Securities Guarantor" shall mean W.R. Berkley Corporation.

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

"Underlying Securities Trust Agreement" shall mean the amended and restated
declaration of trust dated as of December 20, 1996 among the Underlying
Securities Guarantor, the Underlying Securities Property Trustee, the
Underlying Securities Delaware Trustee and certain administrative trustees.

"Underwriters" shall mean Lehman Brothers Inc., an affiliate of the Depositor,
First Union Securities, Inc., J.J.B. Hilliard, W.L. Lyons, Inc. and U.S.
Bancorp Piper Jaffray Inc.

"Voting Rights" shall, in the entirety, 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.



         (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"

                           "Eligible Investment"


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<PAGE>

                           "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"


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                           "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, W.R.
            Berkley Capital Trust Securities-Backed Series 2002-1 Trust." The
            Certificates evidencing certain undivided ownership interests
            therein shall be known as "Corporate Backed Trust Certificates,
            W.R. Berkley Capital Trust Securities-Backed Series 2002-1." The
            Certificates shall consist of the Class A-1 Certificates and the
            Class A-2 Certificates (together, the "Certificates").

           (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 $10. 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 (the "Certificate Principal
                  Amount") of $22,000,000. The Class A-2 Certificates are
                  interest-only Certificates, and have a notional 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 8.125% 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 0.072% per
                  annum on the outstanding notional amount of the Class A-2
                  Certificates.

           (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, on its order, Class A-1
                  Certificates in a Certificate Principal Amount, and Class
                  A-2 Certificates in a notional amount, equal to the
                  principal amount of such additional Underlying Securities.
                  Any such additional Class A-1 Certificates and Class A-2
                  Certificates authenticated and delivered shall have the same
                  terms and rank pari passu with the corresponding



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<PAGE>


                  classes of Certificates previously issued in accordance with
                  this Series Supplement.

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

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

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

Section 5.  Distributions.

           (a)    Except as otherwise provided in Section 3(c), on each
                  applicable Distribution Date, the Trustee shall apply
                  Available Funds in the Certificate Account as follows:

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

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

                      (2)  second, to the holders of the Class A-1
                           Certificates and to 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:

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

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

Any portion of the Available Funds (i) that does not constitute principal of,
or interest on, the Underlying Securities, (ii) that is is not received in
connection with a redemption, prepayment or liquidation of the Underlying
Securities or (iii) for which allocation by the Trustee is not otherwise
contemplated by this Series Supplement, shall be remitted by the Trustee to
the Depositor.

           (b)    Distributions of interest on the Class A-1 Certificates and
                  the Class A-2 Certificates may be deferred as a result of the
                  deferral of payment on the Underlying Securities during the
                  pendency of an Extension Period.  Distributions on the
                  Underlying Securities may be deferred pursuant to the
                  Underlying Securities Trust Agreement for up to ten
                  consecutive semi-annual interest periods


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<PAGE>


                  (each, an "Extension Period") provided that no Extension
                  Period may extend beyond the Final Scheduled Distribution
                  Date.  During any Extension 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 the 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 Underlying
                  Securities Event of Default, the cessation of W.R. Berkley
                  Corporation to file periodic reports as required by the
                  Exchange Act or at their maturity, the Trustee shall apply
                  Available Funds in the manner described in Section 5(h) 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 8.125%
                           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 Underlying Securities 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)    Unless otherwise instructed by holders of Certificates
                  representing a majority of the Voting Rights, thirty (30)
                  days after giving notice pursuant to Section 8 hereof, the
                  Trustee shall sell the Underlying Securities pursuant to
                  Section 13 hereof and deposit the Liquidation Proceeds, if
                  any, into the Certificate Account for distribution not later
                  than two (2) Business Days after the receipt of immediately
                  available funds in accordance with Section 5(d) hereof.



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           (f)    If 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 Depository, 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 the Trustee shall and the Trustee shall, not
                  later than 30 days after the receipt of such property,
                  allocate and distribute such property to the holders of
                  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
                  to pay such shortfall.

           (h)    If a payment with respect to the Underlying Securities is
                  made to the Trustee (i) after the payment date of the
                  Underlying Securities on which such payment was due or (ii)
                  after the Underlying Securities are redeemed, prepaid or
                  liquidated in whole or in part for any reason (including a
                  Special Event) other than due to the occurrence of an
                  Underlying Securities Event of Default or at their maturity,
                  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 the Business Day
                  prior to the day on which the related payment was received
                  from the Underlying Securities Property Trustee.

           (i)    Notwithstanding Section 3.12 of the Standard Terms, if W.R.
                  Berkley Corporation ceases to file periodic reports as
                  required under the Exchange Act, the Depositor shall within
                  a reasonable time instruct the Trustee to sell the
                  Underlying Securities and distribute the proceeds of such
                  sale to the certificateholders in accordance with the
                  following order of priority: 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 second, 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; provided, however, the Depositor shall not
                  instruct the Trustee to distribute or sell the Underlying
                  Securities pursuant to this clause unless W.R. Berkley
                  Corporation has either (x) stated in writing that it intends
                  permanently to cease filing reports required under



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<PAGE>


                  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.

           (a)    On any Distribution Date, any holder of Class A-1
                  Certificates and Class A-2 Certificates may exchange such
                  Certificates for a distribution of Underlying Securities
                  representing the same percentage of the Underlying
                  Securities as such Certificates represent of all outstanding
                  Certificates.

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

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

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

                  (iii)    Class A-1 Certificates and Class A-2 Certificates
                           representing a like percentage of all Class A-1
                           Certificates and Class A-2 Certificates shall be
                           surrendered.

                  (iv)     The Trustee shall have received an opinion of
                           counsel stating that the Optional Exchange would
                           not affect the characterization of the Trust as a
                           "grantor trust" for federal income tax purposes.



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<PAGE>

                  (v)      If the Certificateholder is the Depositor or any
                           Affiliate of the Depositor, (1) the Trustee shall
                           have received a certification from the
                           Certificateholder that any Certificates being
                           surrendered have been held for at least six months,
                           and (2) the Certificates being surrendered may
                           represent no more than 5% (or 25% in the case of
                           Certificates acquired by the Underwriters but never
                           distributed to investors) of the then outstanding
                           Certificates.

                  (vi)     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.

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

Section 8.   Notices of Events of Default.

As promptly as practicable after, and in any event within 30 days after, the
occurrence of any Event of Default actually known to the Trustee, the Trustee
shall give notice of such Event of Default to the Depository, or, if any
Certificates are not then held by DTC or any other depository, directly to the
registered holders of such Certificates. 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 W.R. Berkley Capital Trust
                  Securities-Backed Series 2002-1 Certificates.

           (b)    The provisions of Section 4.07, Optional Exchange, of the
                  Standard Terms shall not apply to the W.R. Berkley Capital
                  Trust Securities-Backed Series 2002-1 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 W.R. Berkley Capital Trust Securities-Backed
                  Series 2002-1 Certificates.


                                      12
<PAGE>

           (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 Class A-1 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.
                  Notwithstanding Section 3.05 of the Standard Terms, funds on
                  deposit in the Certificate Account shall not be invested.

           (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 and Class A-2 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.


                                      13
<PAGE>


           (p)    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
                           101 Hudson Street
                           Jersey City, New Jersey 07302
                           Attention:  Structured Credit Trading
                           Telephone:  (201) 524-2000
                           Facsimile:  (201) 524-5451

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 Ratings Services
                           55 Water Street
                           New York, New York  10041
                           Attention:  Structured Finance Surveillance Group
                           Telephone:  (212) 438-2482
                           Facsimile:  (212) 438-2664

If to the New York Stock Exchange, to:

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


                                      14
<PAGE>

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

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

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

Section 13. Sale of Underlying Securities. In the event of a sale of the
            Underlying Securities pursuant to Section 5(e) hereof, 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) Merrill Lynch, Pierce,
            Fenner & Smith Incorporated, (4) UBS Warburg LLC, (5) Salomon
            Smith Barney Inc., and (6) Lehman Brothers 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 to the
            Class A-1 and Class A-2 Certificateholders.

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.


                                      15
<PAGE>


            (a)   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 Delaware Trustee, the
                  Underlying Securities Property Trustee, the Underlying
                  Securities Administrative Trustee, the Underlying Securities
                  Issuer or any other authorized Person 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 Certificateholder of record as of such
                  date. The Trustee shall request instructions from the
                  Certificateholders as to whether or not to consent to or
                  vote to accept such amendment, modification, waiver or
                  solicitation. The Trustee shall consent or vote, or refrain
                  from consenting or voting, in the same proportion (based on
                  the relative outstanding principal balances of the Class A-1
                  Certificates) as the Certificates of the Trust were actually
                  voted or not voted by the Certificateholders thereof as of a
                  date determined by the Trustee prior to the date on which
                  such consent or vote is required; 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.

            (b)   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 the
                  affirmative vote of the holders of 100% 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,


                                      16
<PAGE>


                  the Trustee accepts any such offer the Trustee shall promptly
                  notify the Rating Agencies.

            (c)   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 and
                  Class A-2 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.

Section 16. Additional Depositor Representation. It is the express intent of
            the parties hereto that the conveyance of the Underlying
            Securities by the Depositor to the Trustee be, and be construed
            as, a sale of the Underlying Securities by the Depositor and not a
            pledge of any Underlying Securities by the Depositor to secure a
            debt or other obligation of the Depositor. In the event that,
            notwithstanding the aforementioned intent of the parties, any
            Underlying Securities are held to be property of the Depositor,
            then, it is the express intent of the parties that such conveyance
            be deemed a pledge of such Underlying Securities by the Depositor
            to the Trustee to secure a debt or other obligation of the
            Depositor, pursuant to Section 10.07 of the Standard Terms. In
            connection with any such grant of a security interest in the
            Underlying Securities, Depositor hereby represents and warrants to
            Trustee as follows:

(i)         In the event the Underlying Securities are held to be property of
            the Depositor, then the Trust Agreement creates a valid and
            continuing security interest (as defined in the applicable Uniform
            Commercial Code) in the Underlying Securities in favor of the
            Trustee which security interest is prior to all other liens, and
            is enforceable as such as against creditors of, and purchasers
            from, the Depositor.

(ii)        The Underlying Securities have been credited to a trust account
            (the "Securities Account") of the Trustee, or its authorized
            agent, in accordance with Section 2.01 of the Standard Terms. The
            Trustee, as securities intermediary for the Securities Account,
            has agreed to treat the Underlying Securities as "financial
            assets" within the meaning of the Uniform Commercial Code.

(iii)       Immediately prior to the transfer of the Underlying Securities to
            the Trust, Depositor owned and had good and marketable title to
            the Underlying Securities free and clear of any lien, claim or
            encumbrance of any Person.

(iv)        Depositor has received all consents and approvals required by the
            terms of the Underlying Securities to the transfer to the Trustee
            of its interest and rights in the Underlying Securities as
            contemplated by the Trust Agreement.

(v)         Depositor has taken all steps necessary to cause the Trustee, as
            securities intermediary for the Securities Account, to identify on
            its records that the Trustee, as the trustee of the Trust, is the
            Person having a security entitlement against the securities
            intermediary in the Securities Account.



                                      17
<PAGE>

(vi)        Depositor has not assigned, pledged, sold, granted a security
            interest in or otherwise conveyed any interest in the Underlying
            Securities (or, if any such interest has been assigned, pledged or
            otherwise encumbered, it has been released). Depositor has not
            authorized the filing of and is not aware of any financing
            statements against Depositor that includes a description of the
            Underlying Securities. Depositor is not aware of any judgment or
            tax lien filings against Depositor

(vii)       The Securities Account is not in the name of any Person other than
            the Trust. Depositor has not consented to the compliance by the
            Trustee, as securities intermediary, with entitlement orders of
            any Person other than the Trustee, as trustee of the Trust.






                                      18
<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
                                 W.R. Berkley Capital Trust Securities-Backed
                                 Series 2002-1 Trust


                                  By: /s/ David J. Kolibachuk
                                      --------------------------
                                  Name:   David J. Kolibachuk
                                  Title:  Vice President




                                      19
<PAGE>
                                                               SCHEDULE I
<TABLE>
<CAPTION>

          W.R. BERKLEY CAPITAL TRUST SECURITIES-BACKED SERIES 2002-1

                        UNDERLYING SECURITIES SCHEDULE

<S>                                                          <C>
Underlying Securities:                                       8.197% Capital Securities due December 15, 2045.

Issuer:                                                      W.R. Berkley Capital Trust

CUSIP Number:                                                084498AB0.

Principal Amount Deposited:                                  $22,000,000.

Final Exchange Date:                                         Pursuant to an exchange offer that expired on June 4,
                                                             1997, the Underlying Securities Issuer exchanged the
                                                             Underlying Securities, which are registered under the
                                                             Securities Act of 1933, as amended, for a like
                                                             aggregate liquidation amount of its then outstanding
                                                             8.197% Capital Securities.  Any of such 8.197% Capital
                                                             Securities that remain outstanding after consummation
                                                             of the exchange offer and the Underlying Securities
                                                             will vote together as a single class.
Principal Amount of
Underlying Securities
Originally Issued:                                           $210,000,000.

Maturity                                                     Date: December 15, 2045; provided that the
                                                             Underlying Securities Issuer shall have the
                                                             right to advance the maturity of the Underlying
                                                             Securities upon the occurrence of a Tax Event.

Interest Rate:                                               8.197% per annum.

Interest Payment Dates:                                      June 15th and December 15th

Record Dates:                                                June 1st and December 1st

</TABLE>

                                     I-1
<PAGE>
                                  EXHIBIT A-1
                      FORM OF TRUST CERTIFICATE CLASS A-1

                             CLASS A-1 CERTIFICATE

NUMBER 1                                        2,200,000 $10 PAR CERTIFICATES
                                                         CUSIP NO. 21988G 53 6

                      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.


                                    A-1-1
<PAGE>




                            LEHMAN ABS CORPORATION

                               2,200,000 $10 PAR

                     CORPORATE BACKED TRUST CERTIFICATES,

          W.R. BERKLEY CAPITAL TRUST SECURITIES-BACKED SERIES 2002-1

8.125% INTEREST RATE

         evidencing a proportionate undivided beneficial ownership interest in
the Trust, as defined below, the property of which consists principally of
$22,000,000 aggregate principal amount of 8.197% Capital Securities due
December 15, 2045, issued by W.R. Berkley Capital Trust (the "Underlying
Securities Issuer") 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 $22,000,000
DOLLARS nonassessable, fully-paid, proportionate undivided beneficial
ownership interest in the Corporate Backed Trust Certificates, W.R. Berkley
Capital Trust Securities-Backed Series 2002-1 Trust, formed by the Depositor.


                                     A-1-2
<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, W.R. Berkley Capital
Trust Securities-Backed Series 2002-1, dated as of January 23, 2002 (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, W.R. Berkley Capital
Trust Securities-Backed Series 2002-1, Class A-1" (herein called the
"Certificates"). This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. The Trust Property consists of: (i) Underlying
Securities described in the Trust Agreement, and (ii) all payments on or
collections in respect of the Underlying Securities accrued on or after
January 23, 2002 together with any proceeds thereof; and (iv) all funds from
time to time deposited with the Trustee relating to the Certificates, together
with any and all income, proceeds and payments with respect thereto; 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



                                     A-1-3
<PAGE>


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.




                                     A-1-4
<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, W.R. BERKLEY CAPITAL
                                          TRUST SECURITIES-BACKED SERIES 2002-1
                                          TRUST


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


                                          By: _______________________________
                                              Authorized Signatory


Dated: January 23, 2002


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Corporate Backed Trust Certificates, W.R. Berkley Capital
Trust Securities-Backed Series 2002-1, described in the Trust Agreement
referred to herein.

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


By:__________________________
     Authorized Signatory




                                     A-1-5
<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 $10.

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

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

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

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

         The Trust and the obligations of the Depositor and the Trustee
created by the Trust Agreement with respect to the Certificates shall
terminate upon the earliest to occur of (i) the payment in full at maturity or
sale by the Trust after a payment default or an acceleration or other



                                     A-1-6
<PAGE>


early payment of the Underlying Securities and the distribution in full of all
amounts due to the Class A-1 Certificateholders and Class A-2
Certificateholders; (ii) the Final Scheduled Distribution Date and (iii) the
expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of
St. James, living on the date hereof.

         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.




                                     A-1-7
<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.





                                     A-1-8
<PAGE>
                                  EXHIBIT A-2
                      FORM OF TRUST CERTIFICATE CLASS A-2
                             CLASS A-2 CERTIFICATE

NUMBER 1                                               CUSIP NO. 21988G BL 9

                      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.

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.





                                    A-2-1
<PAGE>

                            LEHMAN ABS CORPORATION


                     CORPORATE BACKED TRUST CERTIFICATES,

          W.R. BERKLEY CAPITAL TRUST SECURITIES-BACKED SERIES 2002-1

                     $22,000,000 NOTIONAL PRINCIPAL AMOUNT

0.15% INTEREST RATE

         evidencing a proportionate undivided beneficial ownership interest in
the Trust, as defined below, the property of which consists principally of
$22,000,000 aggregate notional principal amount of 8.197% Debentures due
December 15, 2045, issued by W.R. Berkley Capital Trust 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 $22,000,000 notional principal amount nonassessable,
fully-paid, proportionate undivided beneficial ownership interest in the
Corporate Backed Trust Certificates, W.R. Berkley Capital Trust
Securities-Backed Series 2002-1 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, W.R. Berkley Capital Trust Securities-Backed Series
2002-1, dated as of January 23, 2002 (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, W.R. Berkley Capital Trust
Securities-Backed Series 2002-1, 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, and (ii) all payments on or
collections in respect of the Underlying Securities accrued on or after
January 23, 2002 together with any proceeds thereof; and (iv) all funds from
time to time deposited with the Trustee relating to the Certificates, together
with any and all income, proceeds and payments with respect thereto; provided,
however, that any income from the investment of Trust funds in certain
permitted investments ("Eligible Investments") does not constitute Trust
Property.




                                    A-2-2
<PAGE>

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.


                                    A-2-3
<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,
                                       W.R. BERKLEY CAPITAL TRUST
                                       SECURITIES-BACKED SERIES 2002-1 TRUST


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


                                       By:___________________________________
                                          Authorized Signatory


Dated: January 23, 2002


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Corporate Backed Trust Certificates, W.R. Berkley Capital
Trust Securities-Backed Series 2002-1, described in the Trust Agreement
referred to herein.

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


By:_____________________________
    Authorized Signatory




                                    A-2-4
<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 is 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 $1,000 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.

         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



                                    A-2-5
<PAGE>
the Class A-1 and Class A-2 Certificateholders; (ii) the Final Scheduled
Distribution Date and (iii) the expiration of 21 years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James, living on the date hereof.

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.


                                    A-2-6
<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.


                                    A-2-7