Exhibit 4.1


                      Core Investment Grade Bond Trust o


                                Trust Agreement


                                     Among


                            Core Bond Products LLC,


                                 as Depositor,


                                      o,


                    as Trustee and Securities Intermediary,


                                      and


                                      o,


                            as Administrative Agent


                                 Dated as of o







                           Pass-Through Certificates


<PAGE>


<TABLE>
<CAPTION>
                                                 TABLE OF CONTENTS

                                                                                                               Page

                                                     ARTICLE I

                                             DEFINITIONS; CONSTRUCTION

<S>                  <C>
Section 1.01.         Definitions.................................................................................1
Section 1.02.         Rules of Construction.......................................................................7
Section 1.03.         Article and Section References..............................................................7

                                                     ARTICLE II

                                   DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

Section 2.01.         Creation and Declaration of Trust; Assignment of Underlying Notes...........................7
Section 2.02.         Entry into Agency Agreement.................................................................8
Section 2.03.         Acceptance by Trustee.......................................................................8
Section 2.04.         Agreement to Execute, Authenticate and Deliver Certificates.................................8

                                                    ARTICLE III

                                 TRUST POWERS; ADMINISTRATION OF THE TRUST PROPERTY

Section 3.01.         Trust Property..............................................................................8
Section 3.02.         Administration of the Trust.................................................................8
Section 3.03.         Collection of Certain Underlying Note Payments..............................................9
Section 3.04.         Sale........................................................................................9
Section 3.05.         Certificate Account.........................................................................9
Section 3.06.         Investment of Funds in the Accounts........................................................11
Section 3.07.         Access to Certain Documentation............................................................11
Section 3.08.         Removal of Underlying Notes Upon a Removal Event...........................................12
Section 3.09.         Sale Procedures Following a Removal Event..................................................12
Section 3.10.         Removal of Underlying Notes Upon Final Judgment............................................13
Section 3.11.         Administrative Agent Provisions............................................................13

                                                     ARTICLE IV

                                  DISTRIBUTIONS AND REPORTS TO CERTIFICATEHOLDERS

Section 4.01.         Distributions..............................................................................14
Section 4.02.         Reports to Certificateholders; Notices.....................................................16
Section 4.03.         Compliance with Tax Reporting and Withholding Requirements.................................17
Section 4.04.         Preservation of Information, Communications to Certificateholders..........................17
Section 4.05.         Exchange Act Reports.......................................................................17

                                                     ARTICLE V

                                                  THE CERTIFICATES

Section 5.01.         The Certificates...........................................................................17
Section 5.02.         Execution, Authentication and Delivery.....................................................18
Section 5.03.         Registration; Registration of Transfer and Exchange........................................18
Section 5.04.         Mutilated, Destroyed, Lost and Stolen Certificates.........................................19
Section 5.05.         Distributions in Respect of Certificates...................................................19


<PAGE>


Section 5.06.         Persons Deemed Owners......................................................................20
Section 5.07.         Cancellation...............................................................................20
Section 5.08.         Currency of Distributions in Respect of Certificates.......................................20
Section 5.09.         Appointment of Paying Agent................................................................20
Section 5.10.         Authenticating Agent.......................................................................21
Section 5.11.         Issuance Matters...........................................................................21

                                                     ARTICLE VI

                                                   THE DEPOSITOR

Section 6.01.         Representations and Warranties of the Depositor............................................22
Section 6.02.         Breach of Representation or Warranty.......................................................23
Section 6.03.         Liability of the Depositor.................................................................23
Section 6.04.         Limitation on Liability of the Depositor...................................................23
Section 6.05.         Depositor May Purchase Certificates........................................................24
Section 6.06.         Preparation and Filing of Exchange Act Reports; Obligations of the Depositor...............24
Section 6.07.         Preferential Collection of Claims Against Depositor........................................24

                                                    ARTICLE VII

                                            RIGHTS OF CERTIFICATEHOLDERS

Section 7.01.         Voting Rights with Respect to Underlying Notes.............................................25
Section 7.02.         Direction of Remedies......................................................................25
Section 7.03.         Meetings of Certificateholders.............................................................25
Section 7.04.         Assignment.................................................................................26

                                                    ARTICLE VIII

                                               CONCERNING THE TRUSTEE

Section 8.01.         Duties of Trustee..........................................................................26
Section 8.02.         Certain Matters Affecting the Trustee......................................................26
Section 8.03.         Limitation on Liability of Trustee.........................................................27
Section 8.04.         Trustee May Own Certificates...............................................................28
Section 8.05.         Trustee Fees and Expenses; Limited Indemnification; Expense Reserve Account................28
Section 8.06.         Eligibility Requirements for Trustee.......................................................29
Section 8.07.         Resignation or Removal of the Trustee......................................................29
Section 8.08.         Successor Trustee..........................................................................29
Section 8.09.         Merger or Consolidation of Trustee.........................................................30
Section 8.10.         Appointment of Co-Trustee..................................................................30
Section 8.11.         Presentment and Surrender at Corporate Trust Office........................................30
Section 8.12.         Representations and Warranties of Trustee..................................................31
Section 8.13.         Limitation of Powers and Duties............................................................31

                                                     ARTICLE IX

                                                    TERMINATION

Section 9.01.         Termination of the Trust...................................................................32

                                                     ARTICLE X

                                                MISCELLANEOUS TERMS

Section 10.01.        Amendment of this Agreement................................................................32
Section 10.02.        Counterparts...............................................................................33


<PAGE>


Section 10.03.        Limitation on Rights of Certificateholders.................................................33
Section 10.04.        GOVERNING LAW; Non-exclusive Submission to Jurisdiction....................................33
Section 10.05.        Notices....................................................................................33
Section 10.06.        Severability of Terms......................................................................33
Section 10.07.        Notice to Rating Agencies..................................................................33
Section 10.08.        No Recourse................................................................................34
Section 10.09.        No Petition Covenant.......................................................................34
Section 10.10.        Intention of Parties.......................................................................34
</TABLE>


SCHEDULE I    Underlying Note Schedule
EXHIBIT A     Form of Certificate
ANNEX A       Form of Notice of Removal of Underlying Notes from Trust Property
ANNEX B       Form of Notice of Election to Sell


<PAGE>


                                TRUST AGREEMENT

     This Trust Agreement, dated as of o (this "Agreement"), is by and among
o, as Trustee and Securities Intermediary, CORE BOND PRODUCTS LLC, a Delaware
limited liability company, as Depositor, and o, as Administrative Agent,
relates to the issuance of Pass-Through Certificates (the "Certificates") of
Core Investment Grade Bond Trust o (the "Trust").

                             PRELIMINARY STATEMENT
                             ---------------------

     The Depositor, the Trustee and the Securities Intermediary have duly
authorized the execution and delivery of this Agreement to provide for the
issuance of the Certificates.

     All representations, covenants and agreements made herein by each of the
Depositor, the Trustee and the Securities Intermediary are for the benefit and
security of the Certificateholders.

     The Depositor is entering into this Agreement, and o is accepting the
trust created hereby, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.

                                  ARTICLE I

                           DEFINITIONS; CONSTRUCTION

     Section 1.01. Definitions. Except as otherwise specified herein or as the
context may otherwise require, the following terms have the respective
meanings set forth below for all purposes of this Agreement:

     "Account": As defined in Section 3.06.

     "Administrative Agent": An entity that has agreed to perform the services
specified in Sections 3.08 and 3.09, which initially shall be o.

     "Administrative Agent Fee": As defined in Section 3.09.

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

     "Agency Agreement": The agency agreement among the Certificates Agents
and the Depositor, dated o, relating to the offer and sale of the
Certificates.

     "Authenticating Agent": As defined in Section 5.10.

     "Available Expense Amount": An amount equal to the product of (1) the
aggregate Certificate Principal Balance of all Certificates Outstanding on the
Business Day immediately preceding the applicable Regular Distribution Date
and (2) o%.

     "Available Funds": With respect to any Regular Distribution Date, (1) all
amounts received by the Trustee on or with respect to the Underlying Notes or
other Trust Property from but excluding the immediately preceding Regular
Distribution Date (or, in the case of the initial Regular Distribution Date,
the Closing Date) to and including such Regular Distribution Date, plus (2)
all investment income from Eligible Investments, in each case on deposit in
the Certificate Account and available for distribution on such Regular
Distribution Date, minus any amounts so received by the Trustee and previously
distributed on a Special Distribution Date.

     "Book-Entry Certificate": A Certificate represented by a Global
Certificate.


                                     -1-


<PAGE>


     "Business Day": Any day, other than a Saturday, Sunday or other day on
which commercial banks are obligated or authorized by law, executive order or
regulation to be closed in The City of New York.

     "Certificate" or "Certificates": Any of the certificates, defined as
Certificates in the preamble hereto, that are executed, authenticated and
delivered under this Agreement, and includes Global Certificates and
Certificated Certificates.

     "Certificate Account": An Eligible Account established in accordance with
Section 3.05.

     "Certificate Principal Balance": With respect to a Certificate that is
Outstanding, as determined at any time, the maximum amount that the Holder
thereof is entitled to receive as distributions allocable to payments of
principal of the Underlying Notes (without taking into account any premium
payable in connection with the optional redemption of the Underlying Notes).

     "Certificate Register" and "Certificate Registrar": As respectively
defined in Section 5.03.

     "Certificated Certificate": Any Certificate in definitive, physical form
registered in the name of a Person other than the Depositary or its nominee.

     "Certificateholder" and "Holder": The Person in whose name a Certificate
is registered as designated in the Certificate Register as of any relevant
date.

     "Certificates Agents": o in their capacity as agents for the Depositor in
soliciting offers to purchase the Certificates.

     "Closing Date": The date on which the Certificates are originally
executed, authenticated and delivered under this Agreement.

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

     "Commission": The U.S. Securities and Exchange Commission or any
successor agency thereto.

     "Corporate Trust Office": The Trustee's offices at o, or such other
addresses as the Trustee may designate from time to time by written notice to
the Certificateholders and the Depositor.

     "Currency": Dollars.

     "DTC": The Depository Trust Company, a limited purpose trust company
organized under the laws of the State of New York, and any of its successors
or assigns.

     "Debt Agents": o in their capacity as [agents for each Underlying Issuer
in soliciting offers to purchase][underwriters of] the Underlying Notes.

     "Default Event": An "event of default" with respect to any Underlying
Note.

     "Depositary": DTC initially, or such other depositary appointed by the
Depositor.

     "Depositor": Core Bond Products LLC, a Delaware limited liability
company, and any of its successors or assigns.

     "Depositor Order" or "Depositor Requests": A written order or request,
respectively, signed in the name of the Depositor by any of its Executive
Officers and delivered to the Trustee.

     "Distribution Date": Each Regular Distribution Date and Special
Distribution Date.


                                     -2-


<PAGE>


     "Distribution Period": The Initial Distribution Period and the period
from and including the immediately preceding Regular Distribution Date to but
excluding the applicable Regular Distribution Date.

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

     "Downgrade Event": The rating of the Underlying Notes of any single
Underlying Issuer is downgraded below "BBB-" by S&P or "Baa3" by Moody's, or
their then equivalent rating, if applicable, or is withdrawn by either S&P or
Moody's.

     "Eligible Account": A non-interest bearing account held in the name of
the Trustee in trust for the benefit of the Certificateholders that is either
(1) a segregated account or segregated accounts maintained with a Federal or
State chartered depository institution or trust company the short-term and
long-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the short-term and long-term unsecured debt obligations of such
holding company) are rated P-1 and Aaa by Moody's, A-1+ and AAA by S&P, and,
if rated by Fitch, F1+ and AAA by Fitch at the time any amounts are held on
deposit therein, including when such amounts are initially deposited and all
times subsequent or (2) a segregated trust account or segregated accounts
maintained as a segregated account or as segregated accounts and held by the
Trustee in its Corporate Trust Office in trust for the benefit of the
Certificateholders.

     "Eligible Investments": One or more of the following investments made by
the Trustee pursuant to Section 3.06:

          (1) direct obligations of, and obligations fully guaranteed by, the
     United States, the Federal Home Loan Mortgage Corporation, the Federal
     National Mortgage Association, the Federal Farm Credit System or any
     agency or instrumentality of the United States the obligations of which
     are explicitly backed by the full faith and credit of the United States
     of America; provided that obligations of, or guaranteed by, the Federal
     Home Loan Mortgage Corporation, the Federal National Mortgage Association
     or the Federal Farm Credit System shall be Eligible Investments only if,
     at the time, and during the course, of investment, it has at least the
     credit rating of P-1 or Aaa by Moody's, A-1+ or AAA by S&P, and, if rated
     by Fitch, F1+ or AAA by Fitch;

          (2) time deposits in o so long as o shall have at least the credit
     rating of P-1 or Aaa by Moody's, A-1+ or AAA by S&P, and, if rated by
     Fitch, F1+ or AAA by Fitch or, if the credit rating of o does not meet
     the criteria specified above, demand and time deposits in, certificates
     of deposit of, or bankers' acceptances issued by any depository
     institution or trust company incorporated under the laws of the United
     States or any State and subject to supervision and examination by Federal
     and/or State banking authorities so long as the commercial paper and/or
     the short-term debt obligations of such depositary institution or trust
     company (including the Trustee or any agent of the Trustee acting in
     their respective commercial capacities) at the time of, and during the
     course of, such investment or contractual commitment providing for such
     investment have at least the credit rating of P-1 or Aaa by Moody's, A-1+
     or AAA by S&P, and, if rated by Fitch, F1+ or AAA by Fitch (or, in the
     case of a depository institution which is the principal subsidiary of a
     holding company, the commercial paper or other short-term debt
     obligations of such holding company have a credit rating of P-1 or Aaa by
     Moody's, A-1+ or AAA by S&P, and, if rated by Fitch, F1+ or AAA by
     Fitch);

          (3) commercial paper having a maturity of not more than 180 days and
     having at the time, and during the course, of such investment at least
     the credit rating of P-1 by Moody's, A-1+ by S&P, and, if rated by Fitch,
     F1+ by Fitch; and

          (4) repurchase agreements with respect to (a) any security described
     in clause (1) above or (b) any other security issued or guaranteed by an
     agency or instrumentality of the United States with an entity having the
     credit rating of P-1 or Aaa by Moody's, A-1+ or AAA by S&P, and, if rated
     by Fitch, F1+ or AAA by Fitch (it being understood that copies of any
     repurchase agreement entered into will be delivered to the Rating
     Agencies, if any);

provided, however, that the total return specified by the terms of each such
obligation or security is at least equal to the purchase price thereof;
provided, further, that each such obligation or security must mature at least
one Business


                                     -3-


<PAGE>


Day prior to the next required distribution to Certificateholders of the funds
used to invest in such obligation or security; provided, further, that each
such obligation or security shall be held in the name of the Trustee in trust
for the benefit of Certificateholders; and provided, further, that an Eligible
Investment shall not consist of (a) a swap agreement as defined in the United
States Bankruptcy Code, 11 U.S.C. Section 101 et seq., (b) an interest-only or
principal-only security or (c) a liability of the Trust in excess of the
principal amount invested by the Trustee. Eligible Investments shall include,
without limitation, those investments meeting the qualifications described
above for which the Trustee or an Affiliate of the Trustee provides services.

     "Eligible Issuer": An issuer of Underlying Notes that (1) has registered
its Underlying Notes (or, in the case of Section 3.08(a), is eligible to
register its debt securities) for sale pursuant to an effective registration
statement under the Securities Act on Form S-3 or Form F-3 and is either (a) a
Reporting Company that satisfies either (x) the public float condition of $75
million or more of General Instruction B.1 or (y) the non-convertible
investment grade securities condition of General Instruction B.2, in each case
of Form S-3 or Form F-3 as of the date of this Agreement or (b) a subsidiary
that is not a Reporting Company and is eligible to use Form S-3 or Form F-3
solely in reliance on General Instruction C.3 of Form S-3 or General
Instruction I.A.5(iii) of Form F-3, as the case may be, and satisfaction of
the requirements of Rule 3-10 of Regulation S-X or (2) is a GSE.

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

     "Exchange Act": The U.S. Securities Exchange Act of 1934, as amended.

     "Executive Officer": With respect to any corporation or limited liability
company, the Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer, President, any Vice President, the Treasurer or any Assistant
Treasurer, and the Secretary or any Assistant Secretary of such corporation or
limited liability company, as the case may be.

     "Expense Reserve Account": An Eligible Account established in accordance
with Section 8.05(d).

     "Extraordinary Trust Expense": As defined in Section 8.05(b).

     "Final Scheduled Distribution Date": o.

     "Fitch": Fitch Ratings or any successor thereto.

     "FRBNY": As defined in Section 2.01(b).

     "Fractional Undivided Interest" means the fractional undivided beneficial
ownership interests in the assets of the Trust evidenced by an Outstanding
Certificate that is equal to the Certificate Principal Balance of such
Certificate divided by the aggregate Certificate Principal Balance of all
Outstanding Certificates.

     "Global Certificates": A Certificate in global form bearing the legend
specified in Section 5.11(c) that is deposited with the Trustee on behalf of
the Depositary and registered in the name of the Depositary or its nominee.

     "GSE": A government-sponsored enterprise that is not required to register
the public offering and sale of its securities under the Securities Act and
that makes its information publicly available on a periodic basis.

     "Initial Distribution Period": The period from and including the Closing
Date to but excluding the initial Regular Distribution Date.

     "Initial Underlying Note Accrual Period": The period from and including
the Closing Date to but excluding the initial Underlying Note Interest Payment
Date.

     "Investment Company Act": The U.S. Investment Company Act of 1940, as
amended.

     "Maximum Reimbursable Amount": $o.

     "Moody's": Moody's Investors Service, Inc. or any successor thereto.


                                     -4-


<PAGE>


     "Non-Filing Event": An Underlying Issuer of Underlying Notes representing
10% or more of the aggregate principal amount of all Underlying Notes is, at
any time, not filing periodic reports with the Commission under the Exchange
Act, in the case of a Reporting Company, or is not making its information
publicly available, in the case of a GSE, and, in any such case, the
obligations of such Underlying Issuer are not (1) fully and unconditionally
guaranteed by an Eligible Issuer (and all of the requirements of Rule 3-10 of
Regulation S-X are satisfied) or (2) assumed by an Eligible Issuer.

     "Officer's Certificate": A certificate signed by one or more Executive
Officers of the Depositor, as specified in this Agreement, and delivered to
the Trustee.

     "Opinion of Counsel": A written opinion of counsel, who may, except as
otherwise expressly provided in this Agreement, be counsel for the Depositor,
reasonably acceptable to the Trustee.

     "Outstanding": As of any date of determination, all Certificates
theretofore authenticated and delivered under this Agreement, except:

          (1) Certificates theretofore canceled by the Certificate Registrar
     or delivered to the Trustee for cancellation; and

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

          (3) Certificates whose Certificate Principal Balance has been
     reduced to zero in accordance with the terms of this Agreement.

     "Paying Agent": As defined in Section 5.09.

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

     "Predecessor Certificate": With respect to any particular Certificate,
every previous Certificate evidencing all or a portion of the same undivided
beneficial ownership interests as those evidenced by such particular
Certificate; and, for the purpose of this definition, any Certificate
authenticated and delivered under Section 5.04 in lieu of a lost, destroyed or
stolen Certificate shall be deemed to evidence the same undivided beneficial
ownership interests as the lost, destroyed or stolen Certificate.

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

     "Publicly Offered Securities": Securities that satisfy the requirements
of 29 C.F.R. ss. 2510.3-101(b)(2).

     "Rating Agencies": Moody's, S&P and Fitch.

     "Rating Agency Condition": With respect to any action taken or to be
taken under this Agreement, written confirmation from each Rating Agency to
the Depositor, the Trustee and the Administrative Agent that an immediate
withdrawal or reduction of its then current rating of the Outstanding
Certificates from such Rating Agency will not occur as a result of such
action.

     "Record Date": With respect to a distribution of interest to
Certificateholders on a Regular Distribution Date other than the Final
Scheduled Distribution Date, the o and o (whether or not a Business Day), as
the case may be, immediately preceding such Distribution Date; and with
respect to a distribution on a Special Distribution Date other than a Special
Distribution Date resulting from the optional redemption of Underlying Notes,
the calendar day (whether or not a Business Day) immediately preceding the
date on which the Trustee received the related payment.


                                     -5-


<PAGE>


     "Regular Distribution Date": Any date, other than a Special Distribution
Date, on which payments are received by the Trustee in respect of the
Underlying Notes or, if that date is not a Business Day, the next succeeding
Business Day.

     "Removal Event": A Downgrade Event, a Non-Filing Event and/or a Default
Event.

     "Reporting Company": A Person that is subject to the periodic
informational reporting requirements of the Exchange Act.

     "Responsible Officer": With respect to the Trustee or the Administrative
Agent, as the context requires, any Vice President, Assistant Vice President,
Secretary, Assistant Secretary or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

     "Securities Act": The U.S. Securities Act of 1933, as amended.

     "Securities Intermediary": As defined in Section 3.05(c).

     "Special Distribution Date": As defined in Section 4.01(b).

     "State": Any one of the 50 states of the United States or the District of
Columbia.

     "S&P": Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc. or any successor thereto.

     "TIA": The U.S. Trust Indenture Act of 1939, as amended.

     "Transfer": With respect to the Underlying Notes or other Trust Property,
to sell, convey, assign, transfer, create, grant a pledge or other lien upon
and a security interest in and right of setoff against, deposit, set over,
contribute and confirm to the Trustee pursuant to this Agreement; and the
terms "Transferred" and "Transferring" have the meanings correlative to the
foregoing. A Transfer of any Underlying Notes or of any other instrument shall
include all rights, powers and options (but none of the obligations) of the
Transferring party thereunder, including the first priority and continuing
right to claim for, collect, receive and give receipt for principal, premium,
if any, and interest payments in respect of such Underlying Notes and all
other moneys payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights
and options, to bring Proceedings in the name of the Transferring party or
otherwise, and generally to do and receive anything that the Transferring
party is or may be entitled to do or receive thereunder or with respect
thereto.

     "Trust": Core Investment Grade Bond Trust o, the trust created by this
Agreement.

     "Trust Expenses": The sum of: (1) Trustee Fees; (2) fees and expenses
relating to preparing, filing, printing and delivering prospectuses, reports
and other information relating to the Trust under the Securities Act or the
Exchange Act (including the fees and disbursements of the Trust's counsel and
accountants); and (3) fees charged by the Rating Agencies with respect to
their ratings of the Certificates.

     "Trust Property": As defined in Section 3.01.

     "Trustee": o, or any co-trustee appointed pursuant to Section 8.10, until
a successor Person shall have become the Trustee pursuant to the applicable
terms of the Trust Agreement, and thereafter "Trustee" shall mean such
successor Person.

     "Trustee Fees": As defined in Section 8.05(a).

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

     "Underlying Issuer": Each issuer of Underlying Notes.


                                     -6-


<PAGE>


     "Underlying Notes": The Underlying Notes specified on Schedule I, subject
to removal from the assets of the Trust upon the occurrence of a Removal
Event, an event specified in Section 3.10 or the optional redemption of
Underlying Notes by the related Underlying Issuer.

     "Underlying Note Accrual Period": The Initial Underlying Note Accrual
Period and each period from and including an Underlying Note Interest Payment
Date to but excluding the next succeeding Underlying Note Interest Payment
Date.

     "Underlying Note Agreement": The indenture, fiscal agency agreement or
other agreement under or pursuant to which a particular Underlying Note is
issued by the related Underlying Issuer.

     "Underlying Note Interest Payment Date": As specified in Schedule I.

     "Underlying Note Interest Rate": As specified in Schedule I.

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

     "U.S. Person": A citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, an estate the income of
which is subject to United States federal income taxation regardless of its
source or a trust if (i) a U.S. court is able to exercise primary supervision
over the trust's administration and (ii) one or more U.S. persons have the
authority to control all of the trust's substantial decisions.

     Certain additional defined terms have the meanings assigned thereto in
other terms hereof.

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

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

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

          (c) "or" is not exclusive;

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

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

     words in the singular include the plural and words in the plural include
     the singular.

     Section 1.03. Article and Section References. All Article and Section
references used in this Agreement, unless otherwise provided, are to articles
and sections in this Agreement. Any reference to "this Section" appearing
within a particular paragraph of a Section is a reference to such Section as a
whole.

                                  ARTICLE II

                DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

     Section 2.01. Creation and Declaration of Trust; Assignment of Underlying
Notes.

     (a) Depositor, concurrently with the execution and delivery of this
Agreement, Transfers to the Trustee, on behalf and for the benefit of the
Certificateholders, without recourse, all the right, title and interest of the
Depositor, including any security interest therein, in, to and under (i) the
Underlying Notes, (ii) the Certificate Account, including all income from the
investment of funds therein, (iii) all payments on or under and all proceeds
of any of the foregoing (including all proceeds of the conversion thereof,
voluntary or involuntary, into cash or other liquid property, all cash
proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel
paper, checks, deposit


                                     -7-


<PAGE>


accounts, insurance proceeds, condemnation awards, causes of action, rights to
payment of any and every kind and other forms of obligations, receivables,
instruments and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing) and (iv) all other
assets included or to be included in the Trust Property.

     (b) In connection with the Transfer referred to in Section 2.01(a), the
Depositor shall, on the Closing Date, either (i) deposit the Underlying Notes
in definitive, physical form with the Trustee by physical delivery of such
Underlying Notes, duly endorsed and accompanied by all necessary Transfer
documents, to the Trustee, (ii) cause the Underlying Notes represented by
global securities (other than those Underlying Notes issued by GSEs, if any)
to be transferred to the Trustee on the books and records of the applicable
Depositary and its participants or (iii) cause any Underlying Notes issued by
GSEs that are represented by global securities to be transferred to the
Trustee in the book-entry records of the Federal Reserve Bank of New York
("FRBNY").

     (c) The Depositor's Transfer of the Underlying Notes to the Trustee
accomplished by this Agreement is absolute and is intended by the parties
hereto as a sale as further provided in Section 3.04.

     Section 2.02. Entry into Agency Agreement. Prior to the execution of this
Agreement, the Depositor shall have entered into the Agency Agreement with the
Certificates Agents.

     Section 2.03. Acceptance by Trustee. The Trustee acknowledges its receipt
of the Underlying Notes and the related documents referred to in Section 2.01
and declares that it will hold such assets and all other assets comprising the
Trust Property in trust for the exclusive benefit of all present and future
Certificateholders and for the purposes and subject to the terms and
conditions set forth in this Agreement, including the Trustee's obligations to
make distributions to the Certificateholders in accordance with Section 4.01.

     Section 2.04. Agreement to Execute, Authenticate and Deliver
Certificates. The Trustee agrees and acknowledges that it will, concurrently
with its receipt of the Underlying Notes and the execution and delivery by the
Depositor of this Agreement, duly execute, authenticate and deliver to or upon
the order of the Depositor, in exchange for the Underlying Notes and such
other assets constituting the Trust Property, Certificates in authorized
denominations evidencing beneficial ownership of the entire Trust Property,
all in accordance with the terms and conditions of this Agreement.

                                 ARTICLE III

              TRUST POWERS; ADMINISTRATION OF THE TRUST PROPERTY

     Section 3.01. Trust Property. The "Trust Property" will consist of (i)
the Underlying Notes and all payments on or collections in respect of such
Underlying Notes and (ii) all Eligible Investments and all funds from time to
time deposited in segregated accounts held by the Trustee in trust for the
benefit of the Certificateholders other than the Expense Reserve Account.

     Section 3.02. Administration of the Trust. (a) Except as otherwise
specified herein, the Trustee shall administer the Trust Property for the
benefit of the Certificateholders. In administering the Trust Property, the
Trustee shall follow the collection procedures specified in the Underlying
Notes and shall perform all other duties set forth herein. The duties of the
Trustee shall be performed in accordance with applicable law.

     (b) Subject to Article VIII, the Trustee is hereby authorized to perform,
and from time to time hereafter, shall perform only those acts which are
described in this Agreement as obligations of the Trustee. Notwithstanding the
generality of the foregoing, the Trustee is hereby specifically authorized to
do the following on behalf of the Trust: to accept delivery of the Underlying
Notes; to execute, authenticate and deliver the Certificates; to establish and
maintain the Certificate Account hereunder; to pledge the Trust Property to
secure the obligations of the Trust; to make Eligible Investments pursuant to
Section 3.06; and to make distributions pursuant to Article IV.

     (c) Notwithstanding anything to the contrary herein, the Trustee shall
not permit the Trust to engage in any business or activities other than
receiving and holding the Underlying Notes or other Trust Property as provided
herein in trust for the benefit of Certificateholders, issuing the
Certificates, making Eligible Investments in accordance with Section 3.06 and
distributions pursuant to Article IV and performing its duties set forth
herein; provided, that the Trustee shall not permit the Trust to engage in any
business or activity which will cause it to be


                                     -8-


<PAGE>


required to be registered under the Investment Company Act or which would
cause the Trust to be taxed as an association or publicly traded partnership
taxable as a corporation or otherwise alter the classification of the Trust
for U.S. Federal income tax purposes.

     (d) The Trustee shall not Transfer the Underlying Notes or other Trust
Property, or any interest of the Trust therein, to any Person or Persons,
except to a successor trustee as provided in Section 8.08 or as otherwise
expressly specified hereunder. This Section 3.02(d) shall not be construed to
prohibit Transfers of the Certificates or removal of any Underlying Notes from
the Trust Property as expressly specified herein. In addition, the Trustee
shall not acquire any asset or make any investment except as contemplated
within the definition of Trust Property.

     (e) The Trustee shall be legally entitled to exercise all of the rights,
powers and privileges as a registered holder or beneficial owner of the
Underlying Notes, subject to the provisions of this Agreement. However,
neither the Trustee (except as specifically provided herein or in the TIA) nor
the Depositor shall be under any obligation whatsoever to appear in, prosecute
or defend any Proceeding in respect of Underlying Notes or Certificates.

     (f) The Trustee shall not take any action that is reasonably likely to
(i) impair the interests of the Trust in any Underlying Notes or any other
Trust Property, (ii) impair the value of any Underlying Notes or any other
Trust Property, (iii) require the Trust to be registered under the Investment
Company Act or (iv) cause the Trust to be taxed as a corporation or publicly
traded partnership taxable as a corporation or otherwise alter the
classification of the Trust for U.S. Federal income tax purposes, and the
Trustee shall not fail to take any action that is reasonably likely to avoid
any of the matters referred to in clause (i), (ii), (iii) or (iv) above.

     Section 3.03. Collection of Certain Underlying Note Payments. The Trustee
shall use its best efforts to collect all payments required to be made by each
Underlying Issuer pursuant to the terms of its Underlying Notes in a manner
consistent with the terms of such Underlying Notes.

     Section 3.04. Sale. The parties hereto agree and intend that the Transfer
of Underlying Notes to the Trust by the Depositor and all proceeds thereof
shall be treated as a sale and purchase by the Trust and not as a loan or a
pledge to secure a loan. If for any reason such Transfer is deemed to be as a
loan or a pledge to secure a loan, the parties intend that this Agreement
shall be a security agreement pursuant to which there shall be deemed to have
been granted to the Trustee a security interest in all right, title and
interest in and to the Underlying Notes and to the obligation to the Trustee
for Trust Expenses specified herein. If the Trust terminates prior to the
satisfaction of the claims of any Certificateholder under any Certificate, the
security interest created hereby shall continue in full force and effect and
the Trustee shall be deemed to be the collateral agent for the benefit of such
Certificateholder.

     Section 3.05. Certificate Account. (a) The Trustee shall establish a
Certificate Account. The Trustee, on behalf of the Certificateholders, shall
possess all right, title and interest in and to all funds on deposit from time
to time in the Certificate Account and in all proceeds thereof, subject to the
payment of Trust Expenses as specified herein. The Certificate Account shall
be under the sole dominion and control of the Trustee. The Trustee shall
deposit or cause to be deposited in the Certificate Account all amounts
collected with respect to the Underlying Notes, including:

          (i) all payments received by the Trustee on account of principal of
     the Underlying Notes;

          (ii) all payments received by the Trustee on account of premium (if
     any) on the Underlying Notes;

          (iii) all payments received by the Trustee on account of interest on
     the Underlying Notes; and

          (iv) payments in the nature of penalties, late payment charges or
     assumption fees received by the Trustee in respect of any Underlying
     Notes.

The Trustee shall also deposit or cause to be deposited in the Certificate
Account all payments received in respect of any Eligible Investments.

     If, at any time, the Certificate Account is not an Eligible Account, the
Trustee shall, within five Business Days (or such longer period, not to exceed
30 calendar days, so long as the Rating Agency Condition is met),


                                     -9-


<PAGE>


establish a new Certificate Account meeting the conditions specified above and
the Trustee shall, within five Business Days after establishing a new
Certificate Account, transfer any cash and any investments on deposit in the
Certificate Account to such new Certificate Account, and from the date such
new Certificate Account is established it shall be the Certificate Account for
purposes of this Agreement.

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

     (c)

          (i) The Trustee hereby confirms the following with respect to the
     Certificate Account: (A) the Certificate Account shall be a "securities
     account" within the meaning of Section 8-501 of the UCC to which
     financial assets are or may be credited, (B) the Trustee shall act in the
     capacity of a "securities intermediary" within the meaning of Section
     8-102(a)(14) of the UCC (in such capacity, the "Securities Intermediary")
     with respect to the Certificate Account, (C) the Securities Intermediary
     shall treat the Trustee as the sole "entitlement holder" within the
     meaning of Section 8-102(a)(7) of the Certificate Account and the sole
     Person entitled to exercise the rights that comprise any financial asset
     credited to the Certificate Account, and (D) all securities, securities
     entitlements, financial assets and other investment property shall be
     credited by the Securities Intermediary to the Certificate Account as
     provided herein.

          (ii) The Securities Intermediary hereby agrees that each item of
     property (whether investment property, financial assets, securities, or
     instruments) credited to the Certificate Account (other than cash) shall
     be treated as a "financial asset" within the meaning of Article
     8-102(a)(9) of the UCC. On the day on which any funds are deposited in
     the Certificate Account, the Securities Intermediary shall either
     distribute such funds in accordance with Section 4.01 hereof or, as
     applicable, invest such funds in Eligible Investments, in accordance with
     Section 3.06 hereof.

          (iii) Notwithstanding anything to the contrary and for the avoidance
     of doubt, if at any time the Securities Intermediary shall receive any
     notification or entitlement order from the Trustee directing it to
     transfer or redeem any financial asset or other property relating to the
     Certificate Account, the Securities Intermediary shall comply with such
     notification or other entitlement order without further consent by the
     Depositor or any other Person.

          (iv) The Securities Intermediary's jurisdiction (as defined in
     Section 8-110 of the UCC) shall be the State of New York.

          (v) The Trust Property and any other property to be deposited in, or
     credited to, the Certificate Account shall be delivered as follows (terms
     used in the following provisions that are not otherwise defined are used
     as defined in Article 8 of the UCC):

          (1) in the case of each certificated security (other than a clearing
          corporation security (as defined below)) or instrument, by:

                    (A) the delivery of such certificated security or
               instrument to the Securities Intermediary registered in the
               name of the Securities Intermediary or its affiliated nominee
               or endorsed to the Securities Intermediary or in blank,

                    (B) the Securities Intermediary continuously indicating by
               book-entry that such certificated security or instrument is
               credited to the Certificate Account, and

                    (C) the Securities Intermediary maintaining continuous
               possession of such certificated security or instrument in the
               State of New York;

          (2) in the case of each uncertificated security (other than a
          clearing corporation security (as defined below) ), by causing:

                    (A) such uncertificated security to be continuously
               registered on the books of the issuer thereof to the Securities
               Intermediary, and


                                     -10-


<PAGE>


                    (B) the Securities Intermediary continuously indicating by
               book-entry that such uncertificated security is credited to the
               Certificate Account;

          (3) in the case of each security in the custody of or maintained on
          the books of a clearing corporation or its nominee (a "clearing
          corporation security"), by causing:

                    (A) the relevant clearing corporation to credit such
               clearing corporation security to the securities account of the
               Securities Intermediary, and

                    (B) the Securities Intermediary continuously indicating by
               book-entry that such clearing corporation security is credited
               to the Certificate Account;

          (4) in the case of each security issued or guaranteed by the United
          States of America or agency or instrumentality thereof and that is
          maintained in book-entry records of the FRBNY (a "government
          security"), by causing:

                    (A) the creation of a security entitlement to such
               government security by the credit of such government security
               to the securities account of the Securities Intermediary at the
               FRBNY, and

                    (B) the Securities Intermediary continuously indicating by
               book-entry that such government security is credited to the
               Certificate Account; and

          (5) in the case of each security entitlement not governed by clauses
          (1) through (4) above, by:

                    (A) causing a securities intermediary (x) to indicate by
               book-entry that the underlying "financial asset" (as defined in
               Section 8-102(a)(9) of the UCC) has been credited to be the
               Securities Intermediary's securities account, (y) to receive a
               financial asset from the Securities Intermediary or acquiring
               the underlying financial asset for the Securities Intermediary,
               and, in either case, accepting it for credit to the Securities
               Intermediary's securities account or (z) to become obligated
               under other law, regulation or rule to credit the underlying
               financial asset to the Security Intermediary's securities
               account,

                    (B) the making by such securities intermediary of entries
               on its books and records continuously identifying such security
               entitlement as belonging to the Securities Intermediary and
               continuously indicating by book-entry that such securities
               entitlement is credited to the Securities Intermediary's
               securities account, and

                    (C) the Securities Intermediary continuously indicating by
               book-entry that such security entitlement (or all rights and
               property of the Securities Intermediary representing such
               securities entitlement) is credited to the Certificate Account.

     Section 3.06. Investment of Funds in the Accounts. The Trustee shall
invest all uninvested funds in the Certificate Account or any other segregated
account the content of which is held for the benefit of the Trust (each, an
"Account") in Eligible Investments of the type specified in clause (2) of the
definition thereof prior to the close of business on the Business Day such
funds are deposited in any such Account. The Trustee or any such depository
institution shall be required to hold such Eligible Investments to maturity
unless any such investments shall (x) no longer qualify as Eligible
Investments (as determined by the Administrative Agent) or (y) be payable on
demand.

     Section 3.07. Access to Certain Documentation. The Trustee shall provide
to any regulatory authority that may exercise authority over the Depositor or
any Certificateholder access to the documentation regarding the Underlying
Notes required by applicable laws and regulations. Such access shall be
afforded without charge, but only upon reasonable request and during normal
business hours at the offices of the Trustee designated by it. In addition,
access to the documentation regarding the Underlying Notes will be provided to
the Depositor or any Certificateholder upon request during normal business
hours at the Corporate Trust Office of the Trustee at the expense of the
Person requesting such access.


                                     -11-


<PAGE>


     Section 3.08. Removal of Underlying Notes Upon a Removal Event. (a) If a
Removal Event with respect to any Underlying Note or the related Underlying
Issuer has occurred, then the Trustee, within two Business Days following its
receipt of written notice from the applicable Underlying Note indenture
trustee or fiscal agent or its actual knowledge of a payment default, in the
case of a Default Event, or its receipt of written notice from the
Administrative Agent, in the case of a Downgrade Event or a Non-Filing Event,
will deliver to the Certificateholders notice of the applicable Removal Event
in the form specified in Annex A hereto in accordance with Section 4.02(b)
and, within twelve Business Days following its receipt of any such written
notice or its actual knowledge of a payment default, will remove the related
Underlying Notes from the Trust Property and, subject to Section 3.08(b), will
distribute such Underlying Notes to the Certificateholders on a pro rata basis
(based on their respective Fractional Undivided Interests) and the Certificate
Principal Balance of each Certificate will be reduced by an amount equal to
the pro rata share of the principal amount of such Underlying Notes. In such
cases, (i) the Trustee will decrease the Certificate Principal Balance of a
Global Certificate to reflect such reduction or (ii) Certificateholders
holding Certificated Certificates will be required to deliver the same to the
Corporate Trust Office of the Trustee, whereupon the Trustee will execute,
authenticate and deliver to such Certificateholders (without any service
charge) new Certificated Certificates of authorized denominations for the
remaining Certificate Principal Balance and will deliver a pro rata share of
such Underlying Notes or the sale proceeds specified in Sections 3.08(b) and
(c) and 3.09, as required, to such Certificateholders.

     (b) If, following a Removal Event, an individual Certificateholder shall
notify the Trustee by delivering to the Trustee a notice substantially in the
form attached hereto as Annex B, within three Business Days of its receipt of
notice of such Removal Event from the Trustee, that it irrevocably elects to
sell its pro rata share of the related Underlying Notes, then the Trustee
shall deliver such Underlying Notes to the Administrative Agent for sale. The
Administrative Agent shall then use its reasonable efforts to sell each such
Certificateholder's pro rata share of the related Underlying Notes and deliver
the proceeds received in connection with such sale (less any Administrative
Agent Fee (as herein defined)), if any, to the Trustee for distribution to
each applicable Certificateholder. Any such sale and distribution of proceeds
will be made in accordance with Section 3.09.

     (c) If the Trustee cannot distribute the related Underlying Notes that
are to be distributed to Certificateholders upon the occurrence of a Removal
Event as a result of the failure to satisfy the minimum authorized
denomination requirements of such Underlying Notes, the Trustee will deliver
such Underlying Notes to the Administrative Agent for sale on behalf of the
related Certificateholders. Following such sale, the Administrative Agent will
promptly deliver the proceeds received from such sale (without any deduction
for any Administrative Agent Fee) to the Trustee for distribution to the
applicable Certificateholders.

     Section 3.09. Sale Procedures Following a Removal Event. In connection
with any sale of any Underlying Notes required pursuant to Section 3.08, the
Administrative Agent will, on behalf of the applicable Certificateholders, use
its reasonable efforts to sell such Underlying Notes to the highest of not
less than three solicited bidders (which bidders may include the
Administrative Agent and its Affiliates); provided, however, that neither the
Administrative Agent nor any of its Affiliates shall be obligated to bid for
such Underlying Notes; provided, further, that the Administrative Agent shall
use its reasonable efforts to solicit no less than three bids from financial
institutions with invested assets or assets under management of at least $100
million that are not Affiliates of the Administrative Agent. If, in connection
with the sale of any Underlying Notes for which one or more Certificateholders
have elected to sell their respective pro rata shares thereof in accordance
with Section 3.08(b), the Administrative Agent receives less than three such
bids prior to the close of business on the fifth Business Day after the
Trustee has notified Certificateholders of the related Removal Event, the
Administration Agent shall deliver the related aggregate principal amount of
such Underlying Notes to the Trustee for distribution to such
Certificateholder. If, in connection with the sale of any Underlying Notes
pursuant to Section 3.08(c) hereof, the Administrative Agent receives less
than three such bids prior to the close of business on the second Business Day
following the Administrative Agent's receipt of all such Underlying Notes to
be sold pursuant to Section 3.08(c), the Administrative Agent shall sell the
related Underlying Notes to the highest bidder and deliver the proceeds
received in connection with such sale (without any deduction for any
Administrative Agent Fee) to the Trustee for distribution to the applicable
Certificateholders. In the sole judgment of the Administrative Agent, bids may
be evaluated on the basis of bids for all or a portion of the Underlying Notes
to be sold or any other basis selected in good faith by the Administrative
Agent. The proceeds of such sale will be allocated in the following order of
priority: (i) to the Administrative Agent for its fee for its services for the
sale of Underlying Notes pursuant to Section 3.08(b)(ii) equal to the product
of the (1) the aggregate principal amount of the Underlying Notes so sold and
(2) o% (the "Administrative Agent Fee") and (ii) to the Certificateholders in
the manner specified in Section 3.08. The Administrative Agent will deduct
this fee from the gross proceeds received from any such sale.


                                     -12-


<PAGE>


     Section 3.10. Removal of Underlying Notes Upon Final Judgment. Upon the
Trustee's receipt of written notice or its actual knowledge of any action
brought under any U.S. Federal or State securities laws in respect of an
Underlying Note of any Underlying Issuer, the Trustee shall promptly notify
Certificateholders about the existence of such action and the Trustee's role,
if any, in such action. Furthermore, as soon as practicable (but in no event
later than twelve Business Days) following the Trustee's receipt of any
written notice or its actual knowledge of a final judgment or decree granting
a right of rescission with respect to an Underlying Note of an Underlying
Issuer in connection with any action brought under any U.S. Federal or State
securities laws in respect of such Underlying Note, the Trustee will remove
all of the Underlying Notes of such Underlying Issuer, in whole and not in
part, from the Trust Property and will distribute such Underlying Notes to the
Certificateholders on a pro rata basis (based on their respective Fractional
Undivided Interests) and the Certificate Principal Balance of each Certificate
will be reduced by an amount equal to the pro rata share of the principal
amount of such Underlying Notes. The removal of any Underlying Note pursuant
to this Section 3.10 shall not be subject to or eligible for sale under
Section 3.09.

     Section 3.11. Administrative Agent Provisions. (a) The Administrative
Agent undertakes to perform such duties and only such duties that are
applicable to it as specifically set forth in this Agreement, and no implied
covenants or obligations shall be read into this Agreement against the
Administrative Agent. Any permissive right of the Administrative Agent
enumerated in this Agreement shall not be construed as a duty.

     (b) Neither the Administrative Agent nor any of its directors, officers,
employees or agents shall be liable, for any losses, costs or damages or
otherwise, to the Trustee or the Certificateholders under any circumstances
for any act or omission except for its willful misconduct, bad faith or gross
negligence in the performance of duties specifically set forth in this
Agreement; it being understood that:

          (i) the duties and obligations of the Administrative Agent shall be
     determined solely by the express terms of this Agreement and, in the
     absence of gross negligence, bad faith or willful misconduct on the part
     of the Administrative Agent, the Administrative Agent may conclusively
     rely upon any certificates or opinions furnished to the Administrative
     Agent as to the truth and correctness of any statements contained
     therein;

          (ii) the Administrative Agent shall not be personally liable for any
     action taken, suffered or omitted by a Responsible Officer or Responsible
     Officers of the Administrative Agent in good faith and reasonably
     believed by such Responsible Officer or Responsible Officers to be
     authorized or within the discretion or rights or powers conferred upon it
     by this Agreement; and

          (iii) except with respect to actions or duties required to be taken
     or performed, as applicable, by the Administrative Agent under the
     express terms of this Agreement, the Administrative Agent shall not be
     required to expend or risk its own funds or otherwise incur financial
     liability in the performance of any of its duties or in the exercise of
     any of its rights or powers under this Agreement.

     (c) Except as otherwise provided in Section 3.11(b):

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

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

          (iii) the Administrative Agent shall be under no obligation to
     institute, conduct or defend any Proceeding hereunder or in relation
     thereto, at the request, order or direction of any of the
     Certificateholders or otherwise;


                                     -13-


<PAGE>


          (iv) the Administrative Agent shall not be bound to make any
     investigation into the facts of matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     consent, order, appraisal, approval, bond or other paper or document
     believed by it to be genuine;

          (v) the Administrative Agent may execute any of the powers or
     perform any duties under this Agreement either directly or by or through
     Affiliates; and

          (vi) the Administrative Agent shall not be deemed to have notice or
     actual knowledge of any matter unless written notice thereof is received
     by the Administrative Agent at its office at o, Attention: o.

     (d) The Administrative Agent may at any time resign and be discharged
from its obligations and duties hereunder by giving written notice thereof to
the Depositor. Upon receiving such notice of resignation, the Depositor shall
as promptly as possible (and in any event within 45 calendar days after the
date of such notice of resignation) appoint a successor Administrative Agent
by written instrument, in duplicate, which instrument shall be delivered to
the resigning Administrative Agent and to the successor Administrative Agent;
provided, that the appointment of such successor satisfies the Rating Agency
Condition. A copy of such instrument shall be delivered to the
Certificateholders by the Depositor. If no such successor Administrative Agent
shall have been so appointed and have accepted appointment within 45 calendar
days after the giving of such notice of resignation, the resigning
Administrative Agent may petition any court of competent jurisdiction for the
appointment of a successor Administrative Agent.

     (e) The Depositor may remove the Administrative Agent at any time;
provided, that the Depositor, in connection with any such removal, appoints a
successor Administrative Agent by written instrument, in duplicate, which
instrument shall be delivered to the Administrative Agent so removed and to
the successor Administrative Agent; and, provided, further, that the
appointment of such successor satisfies the Rating Agency Condition. A copy of
such instrument shall be delivered to the Certificateholders by the Depositor.

     (f) Any resignation or removal of the Administrative Agent and
appointment of a successor Administrative Agent pursuant to any of the terms
of Section 3.11(d) or (e) shall not become effective until acceptance of
appointment by the successor Administrative Agent as provided in Section
3.11(g).

     (g) Any successor Administrative Agent appointed as provided in Section
3.11(d) or (e) shall execute, acknowledge and deliver to the Depositor and its
predecessor Administrative Agent an instrument accepting such appointment
under this Agreement, and thereupon the resignation or removal of the
predecessor Administrative Agent shall become effective and such successor
Administrative Agent, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of the
predecessor Administrative Agent under this Agreement, with the like effect as
if originally named as Administrative Agent in this Agreement. The predecessor
Administrative Agent shall deliver to the successor Administrative Agent all
documents and statements held by it under this Agreement, and the Depositor
and the predecessor Administrative Agent shall execute and deliver such
instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor Administrative
Agent all such rights, powers, duties and obligations. Upon acceptance of
appointment by a successor Administrative Agent as provided herein, the
Depositor shall transmit notice of the succession of such Administrative Agent
under this Agreement to all Certificateholders.

     (h) Any corporation or association into which the Administrative Agent
may be merged or converted or with which it may be consolidated, or any
corporation or association resulting from any merger, conversion or
consolidation to which the Administrative Agent shall be a party, or any
corporation or association succeeding to the business of the Administrative
Agent, shall be the successor of the Administrative Agent under this Agreement
without the execution or filing of any paper or any further act on the part of
any of the parties to this Agreement, anything in this Agreement to the
contrary notwithstanding.

                                  ARTICLE IV

                DISTRIBUTIONS AND REPORTS TO CERTIFICATEHOLDERS

     Section 4.01. Distributions. (a) On each Regular Distribution Date for
the Certificates, the Trustee shall distribute the Available Funds in the
Certificate Account in the following manner:


                                     -14-


<PAGE>


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

               (1) first, to the Trustee for actual Trust Expenses, an
               aggregate amount not to exceed the Available Expense Amount for
               the Distribution Period applicable to such Regular Distribution
               Date;

               (2) second, (x) to the extent the Available Expense Amount for
               such Distribution Period exceeds the actual Trust Expenses for
               such Distribution Period, to the Expense Reserve Account in the
               amount of such excess and (y) to the extent actual Trust
               Expenses for such Distribution Period exceed the sum of (a) the
               Available Expense Amount for such Distribution Period, (b)
               funds, if any, on deposit in the Expense Reserve Account and
               (c) the amount payable by the Depositor for such Distribution
               Period in accordance with Section 8.05(a), to the Trustee for
               all remaining unpaid actual Trust Expenses for that
               Distribution Period;

               (3) third, to the Certificateholders on a pro rata basis (based
               on their Fractional Undivided Interests); and

          (ii) the Trustee will distribute the principal portion of Available
     Funds to the Certificateholders on a pro rata basis (based on their
     Fractional Undivided Interests).

     All distributions made to Certificateholders pursuant to this Section
4.01(a) shall be made to (i) Certificateholders on the Record Date for a
Regular Distribution Date other than the Final Scheduled Distribution Date or
(ii) Certificateholders against presentation and surrender of their
Certificates on the Final Scheduled Distribution Date.

     On the Final Scheduled Distribution Date, the Certificate Principal
Balance of each Certificate will be reduced on a pro rata basis (based on its
Fractional Undivided Interest) with respect to payment of the principal amount
of each Underlying Notes paid at its stated maturity, exclusive of any
premium. In such cases, (i) the Trustee will decrease the Certificate
Principal Balance of a Global Certificate to reflect the maturing Underlying
Notes or (ii) Certificateholders holding Certificated Certificates will be
required to deliver the same to the Corporate Trust Office of the Trustee,
whereupon the Trustee will execute, authenticate and deliver to such
Certificateholders (without any service charge) new Certificated Certificates
of authorized denominations for any remaining Certificate Principal Balance
and will also deliver the principal and any premium and interest so received
on the maturing Underlying Notes.

     (b) If the Trustee receives a payment of principal of or premium or
interest on an Underlying Note (i) after the due date for such payment as
specified in such Underlying Note or (ii) upon the optional redemption of such
Underlying Note by the related Underlying Issuer prior to the stated maturity
of such Underlying Note, then the Trustee will distribute the amounts so
received on the next succeeding Business Day (each, a "Special Distribution
Date") to (x) Certificateholders on the Record Date for a Special Distribution
Date resulting from the circumstances specified in clause (i) above or (y)
Certificateholders against presentation and surrender of their Certificates on
a Special Distribution Date resulting from the circumstances specified in
clause (ii) above, in the manner specified in Sections 4.01(a)(i)(3) and
4.01(a)(ii). In the case described in clause (ii) above, the Certificate
Principal Balance of each Certificate will be reduced on a pro rata basis
(based on its Fractional Undivided Interest) with respect to the principal
amount of each Underlying Note redeemed by the related Underlying Issuer prior
to its stated maturity, exclusive of any premium. In such cases, (1) the
Trustee will decrease the Certificate Principal Balance of a Global
Certificate to reflect such redemption or (2) Certificateholders holding
Certificated Certificates will be required to deliver the same to the
Corporate Trust Office of the Trustee, whereupon the Trustee will execute,
authenticate and deliver to such Certificateholders (without any service
charge) new Certificated Certificates of authorized denominations for the
remaining Certificate Principal Balance and will also deliver to such
Certificateholders the principal and any premium and interest so received on
the Underlying Notes so redeemed. In addition, in the event of any optional
redemption of any Underlying Note by the related Underlying Issuer prior to
the stated maturity of such Underlying Note, the Trustee shall notify the
Depositary to decrease the beneficial ownership interests in each Global
Certificate on a pro rata basis.


                                     -15-


<PAGE>


     Section 4.02. Reports to Certificateholders; Notices. (a) On the Business
Day next succeeding each Distribution Date, the Trustee shall forward or cause
to be forwarded to the Depositor and each Certificateholder a statement
setting forth:

          (i) the amount of distributions to Certificateholders allocable to
     principal or interest portion of Available Funds or the amount of any
     premiums payable to Certificateholders on a Special Distribution Date
     resulting from the optional redemption of Underlying Notes;

          (ii) the aggregate Certificate Principal Balance at the close of
     business on such Distribution Date;

          (iii) the amount received by the Trustee on the related Underlying
     Notes for the applicable Underlying Note Accrual Period; and

          (iv) the aggregate principal amount of the Underlying Notes as of
     such Distribution Date and the weighted average interest rate per annum
     applicable to the Underlying Notes for the next succeeding Underlying
     Note Accrual Period.

     Within 60 days after each anniversary date of the issuance of the
Certificates, the Depositor shall cause an independent public accounting firm
to furnish a report to the Trustee to the effect that such firm has compared
the information contained in the statements delivered to the Depositor and
each Certificateholder pursuant to Section 4.02(a) with information contained
in the accounts, records and computer systems for such period. The Depositor
will cause a copy of each report delivered pursuant to this Section 4.02(a) to
be delivered to the Rating Agencies at the same time it is delivered to the
Trustee.

     In the case of information furnished pursuant to clause (i) above, any
amount shall be expressed as a Dollar amount per minimum denomination of
Certificates or for such other specified portion thereof. Within a reasonable
period of time after the end of each calendar year, the Trustee shall furnish
to each Person who at any time during each such calendar year was a
Certificateholder a statement containing the information set forth in clause
(i) above, aggregated for such calendar year or the applicable portion thereof
during which such Person was a Certificateholder, which statement shall
contain sufficient information to allow Certificateholders to calculate their
U.S. Federal income tax liability with respect to the Certificates. Such
obligation of the Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall have been provided by the
Trustee pursuant to any requirements of the Code as are from time to time in
effect.

     (b) If there is a Removal Event with respect to any Underlying Note or
Underlying Issuer and such Removal Event is actually known to the Trustee or
the Trustee is required to remove any Underlying Note from the assets of the
Trust in accordance with Section 3.10 hereof, the Trustee shall give notice to
the Certificateholders thereof as promptly as practicable in the manner and to
the extent provided in TIA Section 313(c). Such notice will set forth (i) the
identity of the Underlying Issuer of the relevant Underlying Notes, (ii) the
date and nature of such Removal Event, if any, including whether such Removal
Event relates to the failure of such Underlying Issuer to pay the principal of
or premium, if any, or interest on such Underlying Notes, (iii) whether the
Trustee is required to remove such Underlying Note pursuant to Section 3.10
hereof, (iv) the aggregate principal amount of such Underlying Notes and the
aggregate principal amount and weighted average interest rate per annum
applicable to the remaining Underlying Notes, (v) the Certificate Principal
Balance of each Certificate after the removal of such Underlying Notes from
the Trust Property, (vi) the requirement that Holders of Certificated
Certificates must deliver the same to the Trustee at its Corporate Trust
Office to reflect a reduced Certificate Principal Balance in exchange for such
Underlying Notes or the proceeds therefrom in accordance with Sections 3.08
and 3.09 and (vii) the then current rating of the Certificates by each
applicable Rating Agency after taking such removal into account. In addition
to delivering such notice, in the event of the occurrence of any such event
requiring removal of any Underlying Note from the Trust Property, the Trustee
shall notify the Depositary to decrease the beneficial ownership interests in
each Global Certificate on a pro rata basis.

     (c) The Trustee will promptly deliver to the Certificateholders copies of
all notices and communications it receives from any Underlying Issuer or the
trustee or fiscal agent relating to any Underlying Notes, including notice of
the optional redemption of any Underlying Notes by the related Underlying
Issuer.

     (d) [Reserved.]


                                     -16-


<PAGE>


     (e) Within 60 days after December 31 of each year, the Trustee shall mail
a brief report dated as of such date that would comply with TIA Section 313(a)
if the TIA were to apply to the Trust to (i) each Certificateholder as
provided by TIA Section 313(c) and (ii) the Depositor. The Trustee also shall
comply with TIA Section 313(b) as if such Section applied to the Trust.

     Section 4.03. Compliance with Tax Reporting and Withholding Requirements.
The Trustee shall file or cause to be filed, within the time limits
established by law, U.S. Federal and State income tax returns and information
statements as a trust, the Certificateholders of which are treated as the
owners thereof under Section 671 of the Code, for each of the Trust's taxable
years. The Trust's taxable year shall be the calendar year. Notwithstanding
any other provision of this Agreement to the contrary, the Trustee shall
comply with all U.S. Federal withholding requirements (including any
applicable exceptions thereto) respecting distributions to, or receipts of
amounts on behalf of, Certificateholders. The consent of Certificateholders
shall not be required for any such withholding. In the event that the Trustee
does withhold any amount from any distribution to any Certificateholder
pursuant to U.S. Federal withholding requirements, the Trustee shall indicate
the amount so withheld in the statement required pursuant to Section 4.02.

     Section 4.04. Preservation of Information, Communications to
Certificateholders. (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Certificateholders
contained in the most recent list furnished to the Trustee by the Certificate
Registrar and the names and addresses of Certificateholders received by the
Trustee in its capacity as Certificate Registrar, if applicable. The Trustee
may destroy any list furnished to it by the Certificate Registrar as provided
upon receipt of a new list.

     (b) Certificateholders shall have the right to communicate pursuant to
TIA Section 312(b) with other Certificateholders with respect to their rights
under this Agreement or under the Certificates.

     (c) Regardless of whether the TIA shall apply to this Agreement, the
Depositor, the Trustee and the Certificate Registrar shall have the
protections provided pursuant to TIA Section 312(c).

     Section 4.05. Exchange Act Reports. The Trustee will promptly deliver to
Certificateholders copies of any reports filed with the Commission by the
Depositor on behalf of the Trust in respect of the Certificates under the
Exchange Act.

                                  ARTICLE V

                               THE CERTIFICATES

     Section 5.01. The Certificates. (a) There is hereby created a series of
Certificates to be distinguished and known as Core Investment Grade Bond Trust
o, Pass-Through Certificates. Each Certificate represents a Fractional
Undivided Interest in the assets of the Trust. The aggregate Certificate
Principal Balance of the Certificates shall initially be equal to $1000.
Certificates will be denominated in Dollars and issued in denominations of $o.
No additional interests in the Trust other than the Certificates shall be
issued hereunder, except in accordance with Section 5.04.

     (b) The Certificates will initially be issued as one or more Global
Certificates in definitive, fully registered form without coupons,
substantially in the form set forth in Exhibit A, and DTC will be the
Depositary. Upon issuance, the Global Certificates will initially be deposited
with the Trustee in its capacity as custodian on behalf of DTC. Such Global
Certificates shall initially be registered in the name of Cede & Co. or
another nominee designated by DTC. Global Certificates will clear and settle
in book-entry only form through the facilities of one or more Depositaries.
Unless and until it is exchanged in whole or in part for Certificates, a
Global Certificate may not be transferred except as a whole by the Depositary
for such Global Certificate to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor of such Depositary or a
nominee of such successor. The Certificate Principal Balance of any Global
Certificate may from time to time be increased or decreased by adjustments
made on the records of the Trustee, as custodian for DTC for such Global
Certificate, as provided in Section 5.01(d) hereof.

     (c) With respect to any transfer or exchange of Certificated
Certificates, the Certificate Registrar shall register the transfer or
exchange of any such Certificate without requiring any additional
certification.


                                     -17-


<PAGE>


     (d) Interests of beneficial owners in a Global Certificate may be
transferred in accordance with the rules and procedures of DTC and any other
applicable Depositaries. In connection with any exchange of beneficial
ownership interests in a Global Certificate for Certificated Certificates
pursuant to Section 5.11(b), the Certificate Registrar shall reflect on its
books and records the date of such exchange and a decrease in the Certificate
Principal Balance of such Global Certificate in an amount equal to the
Certificate Principal Balance of the beneficial ownership interests in such
Global Certificate being exchanged for Certificated Certificates.

     Section 5.02. Execution, Authentication and Delivery. (a) The
Certificates shall be executed on behalf of the Trust by the Trustee by one of
its Responsible Officers. The signature of a Responsible Officer may be manual
or facsimile. Certificates bearing the manual or facsimile signature of an
individual who was, at any time, a Responsible Officer shall be valid,
notwithstanding that such individual ceased to be a Responsible Officer prior
to the execution, authentication and delivery of such Certificates or was not
a Responsible Officer at the date of such Certificates.

     (b) Each Certificate shall be dated as of the date of its authentication.

     (c) Subject to Section 5.10(e), no Certificate shall be entitled to any
benefit under this Agreement or be valid or obligatory for any purpose, unless
there appears on such Certificate a certificate of authentication
substantially in the form as contained in the form of Certificate attached to
this Agreement as Exhibit A executed by the Trustee by the signature of one of
its authorized signatories, which signature may be manual or facsimile, and
such certificate upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly authenticated and delivered
under this Agreement and is entitled to the benefits of this Agreement.

     Section 5.03. Registration; Registration of Transfer and Exchange. (a)
The Trustee shall keep or cause to be kept, at its Corporate Trust Office, a
register (the "Certificate Register") for the Certificates in which, subject
to such reasonable regulations as it may prescribe, a transfer agent and
registrar (which may be the Trustee) (the "Certificate Registrar") shall
provide for the registration of Certificates and the registration of transfers
and exchanges of Certificates. The Trustee is hereby initially appointed the
Certificate Registrar for such purposes until the earlier to occur of (i) the
appointment by the Depositor of a different Certificate Registrar, (ii) the
resignation or termination of the Trustee and appointment of a successor
trustee in accordance with Sections 8.07 and 8.08, in which case such
successor trustee shall assume the duties of Certificate Registrar and (iii)
the termination of the Trust and discharge of the Trustee's obligations under
this Agreement in accordance with Article IX; provided, however, that the
Depositor may appoint one or more Co-Certificate Registrars. Upon the
resignation of any Certificate Registrar appointed by the Depositor pursuant
to clause (i) above, the Trustee shall promptly appoint a successor
Certificate Registrar or, in the absence of such appointment, assume the
duties of Certificate Registrar.

     Upon (i) the appointment by the Depositor of a Certificate Registrar
other than the Trustee, (ii) the appointment by the Depositor of any
Co-Certificate Registrar or (iii) any change in the identity of the
Certificate Registrar or any Co-Certificate Registrar, the Depositor will, in
each case, give the Trustee written notice within three Business Days of any
such appointment or change and of the location, and any change in the
location, of the Certificate Register, and the Trustee shall have the right to
rely upon a certificate executed on behalf of the Certificate Registrar by an
Executive Officer thereof as to the names and addresses of the
Certificateholders and the Certificate Principal Balance and number of each
Certificate.

     Upon surrender for registration of transfer of any Certificate at the
Corporate Trust Office of the Trustee, if the requirements of Section 8-401(1)
of the UCC are met to the Trustee's satisfaction, the Trustee shall execute,
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of any authorized denomination of a
like tenor and aggregate Certificate Principal Balance.

     (b) At the option of the Certificateholder, Certificates may be exchanged
for other Certificates of any authorized denomination or denominations of like
tenor and aggregate Certificate Principal Balance upon surrender of the
Certificates to be exchanged at the Corporate Trust Office of the Trustee.
Whenever any Certificates are so surrendered for exchange, the Trustee shall
execute, authenticate and deliver the requested Certificates that the
Certificateholder making the exchange is entitled to receive. Signatures must
be guaranteed by an "eligible guarantor institution" meeting the requirements
of the Trustee, 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 Trustee in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.


                                     -18-


<PAGE>


     (c) Every Certificate surrendered for registration of transfer or
exchange shall be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar,
duly executed, by the Certificateholder or his/her attorney duly authorized in
writing, with such signature guaranteed by a commercial bank or trust company
located, or having a correspondent located, in The City of New York or the
city in which the Corporate Trust Office is located, or by a member firm of a
national securities exchange, and such other documents as the Trustee may
reasonably require.

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

     No service charge shall be made to a Certificateholder for any
registration of transfer or exchange of its Certificates, but the Trustee may
require payment by the Certificateholders of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Certificates other than an exchange
contemplated in Section 3.08(a), 3.10 or 4.01(b) not involving any transfer.

     Section 5.04. Mutilated, Destroyed, Lost and Stolen Certificates. If (i)
any mutilated Certificate is presented to the Depositor and the Trustee or
(ii) the Depositor and the Trustee receive evidence to their satisfaction of
the destruction, loss or theft of any Certificate, and there is delivered to
the Depositor and the Trustee such security or indemnity as they may
reasonably require to save each of them harmless, and neither the Depositor
nor the Trustee receives notice that such Certificate has been acquired by a
bona fide purchaser, then, in each case, the Trustee shall execute,
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of any authorized
denomination or denominations of like tenor and Certificate Principal Balance,
bearing a number not contemporaneously Outstanding, so that neither gain nor
loss in interest shall result from such exchange or substitution.

     Upon the issuance of any new Certificate under this Section 5.04, the
Trustee may require the payment by the Certificateholder of a sum sufficient
to cover any tax or other governmental charge that may be imposed in respect
thereto and any other reasonable expenses (including the reasonable fees and
expenses of the Trustee) connected therewith.

     Every new Certificate issued pursuant to this Section 5.04 shall
constitute complete and indefeasible evidence of ownership in the Trust
Property, whether or not the destroyed, lost or stolen Certificate shall be at
any time enforceable by anyone, and shall be entitled to all the benefits of
this Agreement equally and proportionately with any and all other
Certificates, if any, duly issued thereunder.

     The terms of this Section 5.04 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Certificates.

     Section 5.05. Distributions in Respect of Certificates. (a) Distributions
on a Certificate that are payable on a Regular Distribution Date other than
the Final Scheduled Distribution Date or a Special Distribution Date (other
than a Special Distribution Date resulting from the optional redemption of
Underlying Notes) shall be made to the Person in whose name such Certificate
(or one or more Predecessor Certificates) is registered at the close of
business on the Record Date immediately preceding such Regular Distribution
Date or Special Distribution Date, as the case may be. Distributions on
Certificates on such Regular Distribution Date or Special Distribution Date,
as the case may be, shall be made by check mailed to the address of the
Certificateholder entitled thereto as such address shall appear in the
Certificate Register. Distributions on Certificates on the Final Scheduled
Distribution Date, on a Special Distribution Date resulting from the optional
redemption of Underlying Notes or upon a removal of Underlying Notes from the
Trust Property under the circumstances prescribed in this Agreement shall be
made in same-day funds against presentation and surrender of such Certificates
to the Trustee at its Corporate Trust Office. Notwithstanding the foregoing,
payments on Global Certificates shall be made in same-day funds on the
applicable Distribution Date.

     (b) Subject to the terms of this Agreement to the contrary, each
Certificate delivered under this Agreement upon transfer of or in exchange for
or in lieu of any other Certificate shall carry the rights to amounts to be
distributed that are accrued and undistributed, and to accrue, that were
carried by such other Certificate.


                                     -19-


<PAGE>


     Section 5.06. Persons Deemed Owners. Subject to Section 5.05, prior to
due presentment of a Certificate for registration of transfer, the Depositor,
the Trustee and any agent of the Depositor or the Trustee may treat the Person
in whose name any Certificate is registered as the owner of such Certificate
for the purpose of receiving distributions on such Certificate and for all
other purposes whatsoever, whether or not such Certificate be overdue, and
none of the Depositor, the Trustee or any agent of the Depositor or the
Trustee shall be affected by notice to the contrary.

     None of the Depositor, the Trustee or any agent of the Depositor or the
Trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Certificate or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.

     Notwithstanding the foregoing, with respect to any Global Certificate,
nothing herein shall prevent the Depositor, the Trustee or any agent of the
Depositor or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by any Depositary, as a Holder, with
respect to such Global Certificate or impair, as between such Depositary and
owners of beneficial interests in such Global Certificate, the operation of
customary practices governing the exercise of the rights of such Depositary
(or its nominee) as Holder of such Global Certificate.

     Section 5.07. Cancellation. All Certificates presented and surrendered
for payment, transfer or exchange shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be promptly canceled
by it. No Certificates shall be authenticated in lieu of or in exchange for
any Certificates canceled as provided in this Section 5.07.

     Section 5.08. Currency of Distributions in Respect of Certificates.
Distributions on the Certificates will be made in Dollars.

     Section 5.09. Appointment of Paying Agent. (a) The Trustee may appoint
one or more paying agents (each, a "Paying Agent") with respect to the
Certificates. Any such Paying Agent shall be authorized to make distributions
to Certificateholders pursuant to this Agreement and shall report the amounts
of such distributions to the Trustee. The Trustee may remove the Paying Agent
if the Trustee determines in its sole discretion that the Paying Agent shall
have failed to perform its obligations under this Agreement in any material
respect or if the Paying Agent fails to satisfy the eligibility requirements
set forth in paragraph (b) of this Section 5.09. The Trustee is hereby
initially appointed a Paying Agent. Any Paying Agent shall be permitted to
resign as Paying Agent upon 30 calendar days' written notice to the Trustee.
In the event that the Trustee shall no longer be the Paying Agent and the
Depositor has not appointed a co-Paying Agent, the Trustee shall appoint a
successor or additional Paying Agent. The Trustee shall cause each such Paying
Agent to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee that it will hold all sums, if any, held by
it for distribution to the Certificateholders in an Eligible Account in trust
for the benefit of the Certificateholders entitled thereto until such sums
shall be distributed to such Certificateholders. The Paying Agent shall return
all unclaimed funds to the Trustee within two years from the time such funds
were first eligible to be claimed.

     (b) The Paying Agent shall at all times be a corporation or an
association the combined capital and surplus of which is at least $200,000,000
and the long-term debt obligations of which are rated in one of the four
highest categories assigned long-term debt obligations by each of the Rating
Agencies and shall be subject to supervision or examination by U.S. Federal or
State authority. If such corporation or association publishes reports of
conditions at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then the combined capital and
surplus of such corporation or association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of conditions so
published. In the event that at any time the Paying Agent shall cease to be
eligible in accordance with the terms of this Section 5.09(b), the Paying
Agent shall release all Trust Property to the Trustee and then resign
immediately. Upon such resignation, the Trustee shall act as Paying Agent
until the appointment of a successor Paying Agent in accordance with Section
5.09(a).

     (c) The terms of Sections 8.01, 8.02, 8.03 and 8.05(b) shall apply to the
Trustee also in its role as Paying Agent, for so long as the Trustee shall act
as Paying Agent.


                                     -20-


<PAGE>


     Section 5.10. Authenticating Agent. (a) The Trustee may appoint any one
or more Authenticating Agents (each, an "Authenticating Agent") with respect
to the Certificates which shall be authorized to act on behalf of the Trustee
in authenticating the Certificates in connection with the issuance, delivery
and registration or transfer or exchange of the Certificates. Whenever
reference is made in this Agreement to the authentication of Certificates by
the Trustee or the Trustee's unit of authentication, such reference shall be
deemed to include authentication on behalf of the Trustee by an Authenticating
Agent. Each Authenticating Agent must be acceptable to the Depositor.

     (b) Any institution succeeding to the corporate agency business of any
Authenticating Agent shall continue to be an Authenticating Agent without the
execution or filling of any power or any further act on the part of the
Trustee or such Authenticating Agent. An Authenticating Agent may at any time
resign by giving notice of resignation to the Trustee and the Depositor. The
Trustee may at any time terminate the agency of an Authenticating Agent by
signing and delivery a written notice of termination to such Authenticating
Agent and to the Depositor. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time an Authenticating Agent shall
cease to be acceptable to the Trustee or the Depositor, the Trustee may
appoint a successor Authenticating Agent. Subsequent to any such removal or
resignation of the Authenticating Agent, the Trustee shall act as
Authenticating Agent until a successor Authenticating Agent, if any, is
appointed. Any successor Authenticating Agent, upon acceptance of its
appointment hereunder, shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named
as an Authenticating Agent.

     (c) The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 5.10.

     (d) The provision of Sections 8.01, 8.02 and 8.03 shall be applicable to
any Authenticating Agent.

     (e) Pursuant to an appointment made under this Section 5.10, the
Certificates may have endorsed thereon, in lieu of the Trustee's certificate
of authentication, an alternate certificate of authentication in substantially
the following form:

     "This is one of the Certificates referred to in the within-mentioned
Trust Agreement.


          ----------------------------------------
          as Authenticating Agent for the Trustee,

          By
            --------------------------------------
                 Authorized Signatory"

     Section 5.11. Issuance Matters. (a) The Certificates shall be issued on
the Closing Date upon (i) deposit of the Underlying Notes into the Trust by
the Depositor in exchange for all the Certificates and (ii) the due
authentication by the Trustee of the Certificates in the form set forth in
Exhibit A attached hereto.

     (b) Any Global Certificate representing Certificates shall be
exchangeable for Certificated Certificates only if (i) the Depositary notifies
the Depositor that it is unwilling or unable to continue as depositary for the
Global Certificates or the Depositor determines that the Depositary is unable
to continue as depositary, and the Depositor thereupon fails to appoint a
successor Depositary within 60 calendar days or (ii) the Depositor, in its
sole discretion, at any time determines not to have Certificates represented
by Global Certificates. Any Global Certificate that is exchangeable pursuant
to the preceding sentence will be exchangeable for Certificated Certificates
of like tenor and Certificated Principal Balance, in any authorized
denomination or denominations and registered in the names of such Person or
Persons as the Depositary shall direct. Upon such exchange, the Trustee shall
execute and authenticate such Certificated Certificates and register the same
in the name of, and deliver the same to, such Person or Persons consistent
with Section 5.02.

     (c) Any Global Certificate representing Certificates shall bear a legend
in substantially the following form:

          "This Certificate is a Global Certificate within the
          meaning of the Trust Agreement hereinafter referred to
          and is registered in the name of the Depositary or the
          nominee of a Depositary. This Certificate is
          exchangeable for Certificates


                                     -21-


<PAGE>


          registered in the name of a Person other than the
          Depositary or its nominee only in the limited
          circumstances described in the Trust Agreement, and may
          not be transferred except as a whole by the Depositary
          to a nominee of the Depositary or by a nominee of the
          Depositary to the Depositary or another nominee of the
          Depositary or by the Depositary or any such nominee to
          a successor of the Depositary or a nominee of such
          successor."

     (d) Each Person that purchases a Certificate will be deemed to represent
that its acquisition of such Certificate will not constitute or result in a
non-exempt prohibited transaction. In addition, in the event the Certificates
do not constitute Publicly Offered Securities, each Person that purchases a
Certificate on behalf of an employee benefit plan or other plan that is
subject to the provisions of ERISA Section 406 or Section 4975 of the Code
will be deemed to represent that:

          (i) the plan is so represented in this regard by a QPAM or INHAM (as
     those terms are defined in Prohibited Transaction Class Exemption ("PTE")
     84-14 and PTE 96-23, respectively) and will be so represented for so long
     as such plan holds the related Certificate, and that the other conditions
     of PTE 84-14 or PTE 96-23 are and will at all times be satisfied,

          (ii) the conditions to the applicability of PTE 90-1, PTE 95-60 or
     PTE 91-38 are and will at all times be satisfied, or

          (iii) the conditions of another applicable exemption are and will at
     all times be satisfied,

such that in the case of clause (i), (ii) or (iii) above the applicable
exemption applies to the purchase, continued holding and disposition of such
Certificate, as well as to the underlying transactions of the Trust.

                                  ARTICLE VI

                                 THE DEPOSITOR

     Section 6.01. Representations and Warranties of the Depositor. (a) The
Depositor represents and warrants to the Trustee that as of the Closing Date:

          (i) the Depositor is a limited liability company duly formed,
     validly existing and in good standing under the laws of the State of
     Delaware;

          (ii) the execution, delivery and performance of this Agreement by
     the Depositor will not violate the Depositor's Limited Liability Company
     Agreement or constitute a default under, or result in the breach or
     acceleration of, any contract, agreement or other instrument to which the
     Depositor is a party or by which the Depositor or any of its assets is
     bound;

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

          (iv) to the Depositor's knowledge, the Depositor is not in
     violation, and the execution, delivery and performance of this Agreement
     by the Depositor will not constitute a violation, of any order decree of
     any court or any order or regulation of any U.S. Federal or State
     governmental agency having jurisdiction over the Depositor or any of its
     assets, which violation would reasonably be expected to materially and
     adversely affect the Depositor's duties and obligations under this
     Agreement.

     (b) It is the express intent of the parties hereto that the conveyance of
the Underlying Notes by the Depositor to the Trustee be, and be construed as,
a sale of the Underlying Notes by the Depositor and not a pledge of


                                     -22-


<PAGE>


any Underlying Notes 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 Notes 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 Notes by the Depositor to the Trustee to secure a
debt or other obligation of the Depositor. In connection with the grant of a
security interest in any Underlying Notes, the Depositor hereby represents and
warrants to the Trustee that as of the Closing Date:

          (i) In the event such Underlying Notes are held to be property of
     the Depositor, then this Agreement creates a valid and continuing
     security interest (as defined in the UCC) in such Underlying Notes in
     favor of the Trustee, which security interest is prior to all other
     liens, claims or other encumbrances and is enforceable as such against
     creditors of, and purchasers from, the Depositor;

          (ii) Such Underlying Notes have been credited to the Certificate
     Account and the Trustee has agreed to treat such Underlying Notes as
     "financial assets" within the meaning of the UCC;

          (iii) Immediately prior to the conveyance of such Underlying Notes
     to the Trust, the Depositor owned and had good and marketable title to
     such Underlying Notes free and clear of any lien, claim or other
     encumbrance of any Person;

          (iv) The Depositor has received all consents and approvals required
     by the terms of such Underlying Notes to the conveyance to the Trustee of
     its interest and rights in such Underlying Notes as contemplated by this
     Agreement;

          (v) The Depositor has taken all steps necessary to cause the Trustee
     to identify on its records that the Trustee, as the trustee of the Trust,
     is the Person having a security entitlement in the Certificate Account;

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

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

     Section 6.02. Breach of Representation or Warranty. Upon the Depositor's
discovery of a breach of any representation or warranty of the Depositor set
forth in Section 6.01 that materially and adversely affects the rights of the
Certificateholders, the Depositor shall notify the Trustee of such breach and
shall use its reasonable efforts to cure such breach in all material respects
within five Business Days of its discovery.

     Section 6.03. Liability of the Depositor. The Depositor shall be liable
in accordance with this Agreement only to the extent of the obligations
specifically imposed upon it under this Agreement.

     Section 6.04. Limitation on Liability of the Depositor. (a) Unless
otherwise expressly specified in this Agreement, the Depositor shall not be
under any obligation to expend or risk its own funds, except to the extent of
its obligation to pay any amount payable under Section 8.05(b) hereof, or
otherwise incur financial liability in the performance of its duties
thereunder or in the exercise of any of its rights or powers if reasonable
grounds exist for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not assured to it.

     (b) The Depositor shall not have any liability, for any losses, costs or
damages or otherwise, to the Trustee or the Certificateholders for any act or
omission except for its willful misconduct, bad faith or gross negligence in
the performance of duties specifically set forth in this Agreement.
Notwithstanding anything to the contrary contained herein, the managers,
officers, employees and agents of the Depositor shall not have any liability,
for any losses, costs or damages or otherwise, to the Trustee or the
Certificateholders for any act or omission, whether on their part or on the
part of the Depositor or otherwise.


                                     -23-


<PAGE>


     The Depositor shall not be under any obligation to appear in, prosecute
or defend any Proceeding; provided, however, that the Depositor may in its
discretion undertake any such Proceeding which it may deem necessary or
desirable with respect to this Agreement.

     (c) The sole obligor with respect to any Underlying Note is the
Underlying Issuer thereof. The Depositor shall not have any obligation on or
with respect to the Underlying Notes. The Depositor, in its capacity as the
depositor of the Underlying Notes into the Trust under this Agreement, is not
authorized to proceed against the Underlying Issuer of any Underlying Note
upon the occurrence of a Default Event or otherwise or to assert the rights
and privileges of Certificateholders (except to the extent the Depositor is
otherwise a Certificateholder) and has no duty in respect thereof.

     Section 6.05. Depositor May Purchase Certificates. The Depositor or its
Affiliates may at any time purchase Certificates in the open market or
otherwise. Certificates so purchased by the Depositor may, at the discretion
of the Depositor, be held or resold.

     Section 6.06. Preparation and Filing of Exchange Act Reports; Obligations
of the Depositor. The Depositor, on behalf of the Trust, shall:

     (a) prepare, sign and file with the Commission, within the time period
set forth below, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the
foregoing as the Commission may from time to time by rules and regulations
prescribe), if any, which the Depositor on behalf of the Trust may be required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange
Act (collectively, "Exchange Act Reports") with respect to the Trust. The
names of such Exchange Act Reports and the dates on which they are required to
be filed with the Commission are as follows:

          (i) Form 8-K, within the time requirement prescribed by the Exchange
     Act if the filing of Form 8-K is necessary;

          (ii) Form 10-K, within the time requirement prescribed by the
     Exchange Act; and

          (iii) such other reports as may be required pursuant to Section 13
     or 15(d) of the Exchange Act.

     (b) deliver to the Trustee, within 15 calendar days after the Depositor
is required to file the same with the Commission, such additional information,
documents and reports with respect to compliance by the Depositor with the
conditions and covenants of this Agreement, if any, as may be required to be
filed with the Commission from time to time by such rules and regulations;

     (c) deliver to the Trustee, which shall then transmit by mail to all
Certificateholders described in TIA Section 313(c), in the manner and to the
extent provided therein, such summaries of any information, documents and
reports required to be filed by the Depositor and received pursuant to clauses
(a) and (b) of this Section 6.06, if any, as may be required by rules and
regulations prescribed from time to time by the Commission;

     (d) prepare, sign and file with the Commission, if necessary appropriate
or advisable, a Form 8-A under the Exchange Act; and

     (e) prepare and deliver to the Certificates Agents and other dealers such
number of copies of the prospectus relating to the offer and sale of the
Certificates as is reasonably requested by them and required to be delivered
to purchasers of the Certificates under the Securities Act.

     Section 6.07. Preferential Collection of Claims Against Depositor.
Irrespective of whether the TIA shall apply to this Agreement, the Trustee
shall comply with TIA Section 311(a), excluding any creditor relationship
listed in TIA Section 311(b). A trustee who has resigned or been removed shall
be subject to TIA Section 311(a) to the extent required by TIA Section 311(a).

                                 ARTICLE VII

                         RIGHTS OF CERTIFICATEHOLDERS


                                     -24-


<PAGE>


     Section 7.01. Voting Rights with Respect to Underlying Notes. (a) Within
five Business Days after receipt of notice of any meeting of, or other
occasion for the exercise of voting rights or the giving of consents or
waivers by, registered holders of any of the Underlying Notes, the Trustee
shall give notice to the Certificateholders setting forth (i) a record date
established therefor by the Trustee, (ii) such information as is contained in
such notice to registered holders of such Underlying Notes, (iii) a statement
that the Certificateholders as of such record date will be entitled, subject
to any applicable provision of law and any applicable terms of such Underlying
Notes, to direct the Trustee as to the exercise of voting rights or giving of
consents or waivers, if any, that the Trustee, as the registered holder of
such Underlying Notes, is entitled to exercise or give, as the case may be,
and (iv) a statement as to the manner in which instructions may be given to
the Trustee.

     (b) The voting, consent or waiver rights allocable to the registered
holders of Underlying Notes pursuant to the terms thereof will be allocated
among the Certificateholders on a pro rata basis (based on their respective
Fractional Undivided Interests) as of a record date established therefor by
the Trustee, and upon the written direction of the Certificateholders,
received on or before the record date established by the Trustee for such
purpose, the Trustee shall, insofar as practicable and permitted under any
applicable provision of law and any applicable provision of the related
Underlying Notes, vote the principal amount of Underlying Notes that coincides
with each such Certificateholder's Certificate Principal Balance in accordance
with any nondiscretionary instruction set forth in the written direction of
each such Certificateholder; provided, however, that neither the Trustee, in
its capacity as such under this Agreement, nor any Certificateholder may (i)
take any action that would affect the conditions under which Underlying Notes
may be removed from Trust Property or (ii) declare an event of default in
respect of any Underlying Notes or to waive any event of default thereunder.
With respect to Underlying Notes issued outside of the United States and the
United Kingdom, at the request of any Certificateholder, the Trustee will
provide such Certificateholder with access to a provider of global proxy
services (the cost of which shall be paid by such Certificateholder). If
requested, other than providing access to such provider of global proxy
services, the Trustee shall have no obligations with respect to voting such
Underlying Notes.

     (c) In the absence of any written direction from the Certificateholders,
the Trustee shall not exercise any voting, consent or waiver rights with
respect to the Underlying Notes.

     (d) The Trustee shall endeavor to notify Certificateholders of such
rights or discretionary actions or of the date or dates by when such rights
must be exercised or such action must be taken provided that the Trustee has
received, with respect to Underlying Notes issued in the United States and the
United Kingdom, from the related Underlying Issuer, or, with respect to
Underlying Notes issued in the United States, United Kingdom and in any other
country, from one of the nationally or internationally recognized bond or
corporate action services to which the Trustee subscribes, timely notice of
such rights or discretionary corporate action or of the date or dates such
rights must be exercised or such action must be taken. If the Trustee shall
not actually receive such notice, the Trustee shall have no liability for
failing to so notify Certificateholders.

     Section 7.02. Direction of Remedies. (a) The Holders of a majority in
aggregate Certificate Principal Balance of the Outstanding Certificates shall
have the right to direct any Proceeding for any remedy in respect of any
Underlying Note available to the Trustee as the registered holder of such
Underlying Note. The Certificateholders also have the right to direct the
Trustee to direct any Proceeding for any remedy available to the applicable
trustee of the Underlying Note Agreement under which any Underlying Note is
issued.

     Notwithstanding anything to the contrary contained herein, upon request
of any Certificateholder, the Trustee, on behalf of such Certificateholder,
shall enforce any of the Trustee's rights under U.S. Federal or State
securities laws as the purchaser of Underlying Notes from the related
Underlying Issuers and shall promptly notify the Certificateholders that it
has received such a request and is pursuing such enforcement.

     Section 7.03. Meetings of Certificateholders. Certificateholders may
exercise any voting right, give any consent or direct the Trustee at a
separate meeting of Certificateholders convened for that purpose or by written
consent. The Trustee will mail to each Certificateholder a notice of any
meeting at which the Certificateholders are entitled to vote or consent or
notice of any matter upon which action by written consent of those
Certificateholders is to be taken. Each such notice will include a statement
setting forth the following information:

          (i) the date of the meeting or the date by which the action is to be
     taken; and


                                     -25-


<PAGE>


          (ii) a description of any resolution proposed for adoption at the
     meeting on which the Certificateholders are entitled to vote or consent
     or of the matter upon which written consent is sought.

     Section 7.04. Assignment. The Depositor and the Trustee, as purchasers of
the Underlying Notes, hereby assign to the purchasers of the Certificates from
the Trust any and all of their rights against the Underlying Issuers and the
Debt Agents under the U.S. Federal and State securities laws as the purchaser
of the Underlying Notes, including, but not limited to, any civil liability
available to a purchaser of securities under Rule 10b-5 of the Exchange Act
and Sections 11 and 12(a)(2) of the Securities Act.

                                 ARTICLE VIII

                            CONCERNING THE TRUSTEE

     Section 8.01. Duties of Trustee. (a) The Trustee undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. Any permissive right of the Trustee enumerated in this Agreement
shall not be construed as a duty.

     (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments
furnished to the Trustee which are specifically required to be furnished
pursuant to any provision of this Agreement, shall examine them to determine
whether they conform to the requirements of this Agreement. If any such
instrument is found not to conform to the requirements of this Agreement, the
Trustee shall take action as it deems appropriate to have the instrument
corrected, and if the instrument is not corrected to the Trustee's
satisfaction, the Trustee will provide notice thereof to the Depositor and the
Certificateholders.

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

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

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

          (iii) except with respect to actions or duties required to be taken
     or performed, as applicable, by the Trustee under the express terms of
     this Agreement, the Trustee shall not be required to expend or risk its
     own funds or otherwise incur financial liability in the performance of
     any of its duties or in the exercise of any of its rights or powers under
     this Agreement if there is reasonable ground for believing that the
     repayment of such funds or adequate indemnity against such risk or
     liability is not reasonably assured to it; provided, however, that the
     Trustee agrees that the indemnification under Section 8.05 will provide
     reasonable assurance against such risk or liability;

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

          (v) the Trustee shall not be personally liable for any indirect,
     special or consequential damages, or for loss of business or lost
     profits, regardless of the form of action and even if the same were
     foreseeable.

     Section 8.02. Certain Matters Affecting the Trustee. (a) Except as
otherwise provided in Section 8.01:


                                     -26-


<PAGE>


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

          (ii) the Trustee may consult with counsel and, in connection with
     the preparation of the Trust's tax returns, accountants, and any advice
     or Opinion of Counsel or tax return prepared by accountants shall be full
     and complete authorization and protection in respect of any action taken
     or suffered or omitted by the Trustee under this Agreement in good faith
     and in accordance with such advice or Opinion of Counsel or the filing of
     any tax return;

          (iii) except for the duties and obligations of the Trustee expressly
     created by this Agreement, the Trustee shall be under no obligation to
     exercise any of the trusts or powers vested in it by this Agreement or to
     institute, conduct or defend any Proceeding hereunder or in relation
     thereto, at the request, order or direction of any of the
     Certificateholders pursuant to the terms of this Agreement unless such
     Certificateholders or the Depositor shall have offered to the Trustee
     reasonable security or indemnity against the costs, expenses and
     liabilities which may be incurred therein or thereby;

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

          (v) the Trustee shall not be bound to make any investigation into
     the facts of matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, consent, order, appraisal,
     approval, bond or other paper or document believed by it to be genuine;

          (vi) the Trustee may execute any of the trusts or powers or perform
     any duties under this Agreement either directly or by or through agents,
     attorneys or custodians;

          (vii) the Trustee shall not be personally liable for any loss
     resulting from the investment of funds held in any Certificate Account
     pursuant to Sections 3.05 and 3.06;

          (viii) the Trustee shall not be deemed to have notice or actual
     knowledge of any matter unless (A) a Responsible Officer assigned to and
     working in the Corporate Trust Office has actual knowledge thereof or (B)
     written notice thereof is received by the Trustee at the Corporate Trust
     Office;

          (ix) the Trustee shall not be personally liable for its failure to
     act or delay in acting by reason of circumstances beyond its reasonable
     control, including without limitation, acts of God, acts of war or
     terrorism, earthquakes, fires, floods, civil or military disturbances,
     sabotage, epidemics, riots, interruptions, loss or malfunctions of
     utilities, computer (hardware or software) or communications services;
     and

          (x) the Trustee shall not be personally liable for any acts or
     omissions of the Depositary or the U.S. Federal Reserve Banks or any
     malfunction in connection with the book-entry system of the Depositary or
     the U.S. Federal Reserve Banks.

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

     Section 8.03. Limitation on Liability of Trustee. The Trustee assumes no
responsibility for the correctness of the recitals contained in this
Agreement, the Certificates or any document issued in connection with the sale
of the Certificates (other than the signature and authentication on the
Certificates in its capacity as Authentication Agent). The sole obligor with
respect to any Underlying Note is the related Underlying Issuer. Except as set
forth in Section 8.12, the Trustee makes no representations or warranties as
to the validity or sufficiency of this Agreement, the Certificates (other than
the signature and authentication on the Certificates), any Underlying Note or
any related document. The Trustee shall not be accountable for the use or
application by the Depositor of any of the Certificates or of the proceeds of
such Certificates, or for the use or application of any funds paid to the
Depositor in


                                     -27-


<PAGE>


respect of the Underlying Notes. The Certificates do not represent interests
in or obligations of the Trustee, and the Trustee shall not be responsible or
accountable for any tax, accounting or other treatment proposed to be applied
to the Certificates or any interest therein.

     Section 8.04. Trustee May Own Certificates. The Trustee, in its
individual capacity or in any other capacity, may become the owner or pledgee
of Certificates with the same rights it would have if it were not Trustee.

     Section 8.05. Trustee Fees and Expenses; Limited Indemnification; Expense
Reserve Account. (a) As compensation for its services required hereunder and
in payment of its expenses (including the fees and disbursements of its
counsel) incurred in connection with the performance of such services, the
Trustee shall be entitled to $o on each Regular Distribution Date (the
"Trustee Fees"), which amount shall be payable solely from (x) the amounts
deducted from Available Funds by the Trustee in accordance with Section
4.01(a)(i) hereof, (y) funds, if any, on deposit in the Expense Reserve
Account and (z) the Depositor and/or the Certificateholders, as specified
below. In the event that the Available Expense Amount exceeds actual Trust
Expenses for the applicable Distribution Period, the Trustee shall deposit the
excess into the Expense Reserve Account. In the event that actual Trust
Expenses exceed the Available Expense Amount for the applicable Distribution
Period, the Trustee shall apply funds, if any, on deposit in the Expense
Reserve Account toward the payment of such actual Trust Expenses. In the event
that actual Trust Expenses for the applicable Distribution Period shall remain
outstanding after the application of funds, if any, on deposit in the Expense
Reserve Account as aforesaid, then the Depositor shall be obligated to satisfy
remaining actual Trust Expenses in an amount for that Distribution Period
equal to $o minus the sum of the Available Expense Amount for that
Distribution Period and funds on deposit in the Expense Reserve Account that
the Trustee is required to apply or has applied, as the case may be, to the
payment of actual Trust Expenses for that Distribution Period, and payments so
made by the Depositor shall be reimbursed by Bank of America Corporation. All
remaining excess actual Trust Expenses on any Regular Distribution Date shall
be the responsibility of Certificateholders and shall be deducted from
Available Funds by the Trustee in accordance with the provisions of Section
4.01(a)(i)(2)(y). Trust Expenses that are required to be paid by the
Certificateholders will be allocated among them on a pro rata basis and
deducted from each Certificateholder's allocable share of interest collections
received by the Trustee on the applicable Regular Distribution Date.

     (b) The Trustee and any director, officer, employee or agent of the
Trustee shall be indemnified by the Depositor and held harmless against any
loss, liability or expense incurred in connection with any Proceeding relating
to this Agreement or the Certificates or the performance of any of the
Trustee's duties under this Agreement, other than any loss, liability or
expense (i) that constitutes a specific liability of the Trustee under this
Agreement or (ii) incurred by reason of willful misconduct, bad faith or
negligence in the performance of the Trustee's duties hereunder or as a result
of a breach or reckless disregard of the Trustee's obligations and duties
hereunder (such loss, liability or expense, other than as described in clauses
(i) and (ii) of this sentence, "Extraordinary Trust Expense"); provided,
however, that with respect to any such Proceeding, (1) the Trustee shall have
given the Depositor notice thereof promptly after the Trustee shall have
knowledge thereof, (2) while maintaining control over its own defense in any
such Proceeding, the Trustee shall consult with the Depositor in preparing
such defense, (3) if any Person ever alleges such willful misconduct, bad
faith or negligence by the Trustee, the indemnification provided for in this
Section 8.05(b) shall nonetheless be paid upon demand, subject to later
adjustment or reimbursement, until such time as a court of competent
jurisdiction enters a final judgment as to the extent and effect of the
alleged willful misconduct, bad faith or negligence and (4) the Depositor
shall in no event be obligated under this Agreement to indemnify the Trustee
for any Extraordinary Trust Expense to the extent that such Extraordinary
Trust Expense, when aggregated with all Extraordinary Trust Expenses
previously indemnified, exceeds the Maximum Reimbursable Amount. In the event
the Trustee is not indemnified by the Depositor in accordance with this
Section 8.05(b), the Trustee shall nevertheless remain obligated to perform
its duties under this Agreement.

     (c) The Trustee and the Depositor expressly acknowledge that the limited
obligations of the Depositor to indemnify the Trustee pursuant to Section
8.05(b) do not extend to amounts attributable to compensation for services or
payment of expenses of the Trustee, which amounts are payable in full in
accordance with Section 8.05(a).

     (d) On the Closing Date, the Trustee shall establish an Expense Reserve
Account. Funds, if any, on deposit in the Expense Reserve Account shall be (x)
held separate and apart from, and shall not be commingled with, any other
moneys, including, without limitation, any moneys held by the Trustee pursuant
to this Agreement, (y) invested by the Trustee in Eligible Investments and (z)
deposited and withdrawn in accordance with the


                                     -28-


<PAGE>


provisions of Section 8.05(a). The Certificates shall evidence ownership of
the Expense Reserve Account for U.S. Federal income tax purposes and the
Expense Reserve Account will not be treated as an asset of the Trust for any
purpose. In the event that all actual Trust Expenses are paid in full upon the
final distribution to Certificateholders of all amounts due in respect of the
Underlying Notes, all funds on deposit in the Expense Reserve Account shall be
distributed to the Certificateholders on a pro rata basis.

     Section 8.06. Eligibility Requirements for Trustee. (a) The Trustee shall
at all times satisfy the requirements of TIA Section 310(a) and Section
(a)(4)(i) of Rule 3a-7 under the Investment Company Act. The Trustee hereunder
shall at all times be a corporation which is not an Affiliate of the Depositor
(but may have normal banking relationships with the Depositor or any obligor
with respect to the Underlying Notes and their respective Affiliates)
organized and doing business under the laws of any State or the United States,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $200,000,000 and subject to
supervision or examination by U.S. Federal or State banking authorities, and
the long-term debt obligations of which are rated in one of the four highest
categories assigned long-term debt obligations by each of the Rating Agencies.
If such corporation or association publishes reports of conditions at least
annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of conditions so published. In
the event that at any time the Trustee shall cease to be eligible in
accordance with the terms of this Section 8.06, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.

     (b) The Trustee shall comply with Section 310(b) of the TIA; provided,
however, that there shall be excluded from the operation of TIA Section
310(b)(1) other outstanding debt securities of the Underlying Issuer if the
requirements for such exclusion set forth in TIA Section 310(b)(1) are met.

     Section 8.07. Resignation or Removal of the Trustee. (a) Subject to the
last sentence of this Section 8.07(a), the Trustee may at any time resign and
be discharged from its obligations and duties hereunder by giving written
notice thereof to the Depositor and to all Certificateholders. Upon receiving
such notice of resignation, the Depositor shall as promptly as possible (and
in any event within 45 calendar days after the date of such notice of
resignation) appoint a successor Trustee by written instrument, in duplicate,
which instrument shall be delivered to the resigning Trustee and to the
successor Trustee. A copy of such instrument shall be delivered to the
Certificateholders by the Depositor. If no such successor Trustee shall have
been so appointed and have accepted appointment within 45 calendar days after
the giving of such notice of resignation, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor Trustee
for the Certificates. Upon any appointment of a successor Trustee pursuant to
this Section 8.07(a), the resigning Trustee shall be solely liable for (i) the
payment of such successor Trustee's fees and expenses and (ii) provision of
adequate indemnities satisfactory to such successor Trustee (it being
understood that the indemnification obligations of the Depositor pursuant to
Section 8.05(b) shall inure to the benefit of such successor Trustee, but that
any Extraordinary Trust Expense previously indemnified by the Depositor shall
reduce the Maximum Reimbursable Amount with respect to such successor Trustee
on a dollar-for-dollar basis). In the event that the Trustee fails to satisfy
the conditions contained in clauses (i) and (ii) above, the Trustee may not
resign pursuant to this Section 8.07(a).

     (b) If at any time the Trustee shall cease to be eligible in accordance
with the terms of Section 8.06 and shall fail to resign after written request
therefor by the Depositor, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Depositor
may remove the Trustee and appoint a successor Trustee by written instrument,
in duplicate, which instrument shall be delivered to the Trustee so removed
and to the successor Trustee. A copy of such instrument shall be delivered to
the Certificateholders by the Depositor.

     (c) Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the terms of this Section 8.07 shall not
become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.08.

     Section 8.08. Successor Trustee. (a) Any successor Trustee appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the
Depositor and its predecessor Trustee an instrument accepting such appointment
under this Agreement, and thereupon the resignation or removal of the
predecessor Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become fully vested


                                     -29-


<PAGE>


with all the rights, powers, duties and obligations of the predecessor Trustee
under this Agreement, with the like effect as if originally named as Trustee
in this Agreement. The predecessor Trustee shall deliver to the successor
Trustee all documents and statements held by it under this Agreement, and the
Depositor and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor Trustee all such
rights, powers, duties and obligations. No successor Trustee shall accept
appointment as provided in this Section 8.08 unless at the time of such
acceptance such successor Trustee shall be eligible under the terms of Section
8.06.

     (b) Upon acceptance of appointment by a successor Trustee as provided in
this Section 8.08, the Depositor shall transmit notice of the succession of
such Trustee under this Agreement to all Certificateholders.

     Section 8.09. Merger or Consolidation of Trustee. Any corporation or
association into which the Trustee may be merged or converted or with which it
may be consolidated or any corporation or association resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation or association succeeding to the business of the Trustee,
shall be the successor of the Trustee under this Agreement, provided, that
such corporation or association shall be eligible under the terms of Section
8.06, without the execution or filing of any paper or any further act on the
part of any of the parties to this Agreement, anything in this Agreement to
the contrary notwithstanding.

     Section 8.10. Appointment of Co-Trustee. (a) Notwithstanding any other
terms of this Agreement, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any party of the Trust Property may
at the time be located, the Depositor and the Trustee acting jointly shall
have the power and shall execute and deliver all instruments to appoint one or
more Persons approved by the Trustee to act as co-Trustee or co-Trustees,
jointly with the Trustee, of all or any part of the Trust Property, and to
vest in such Person or Persons, in such capacity, such title to the Trust
Property, or any part thereof, and, subject to the other terms of this Section
8.10, such powers, duties, obligations, rights and trusts as the Depositor and
the Trustee may consider necessary or desirable. If the Depositor shall not
have joined in such appointment within 30 calendar days after the receipt by
it of a request so to do, the Trustee alone shall have the power to make such
appointment. No co-Trustee under this Agreement shall be required to meet the
terms of eligibility as a successor Trustee under Section 8.06 and no notice
to Certificateholders of the appointment of a co-Trustee or co-Trustees shall
be required under Section 8.08.

     (b) In the case of any appointment of a co-Trustee pursuant to this
Section 8.10, all rights, powers, duties and obligations conferred or imposed
upon the Trustee shall be conferred or imposed upon and exercised or performed
by the Trustee and such co-Trustee jointly, except to the extent that under
any law of any jurisdiction in which any particular act or acts are to be
performed by the Trustee, the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to such Trust Property or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such co-Trustee at the direction of the Trustee.

     (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the co-Trustees, as effectively as if
given to each of them. Every instrument appointment any co-Trustee shall refer
to this Agreement and the conditions of this Article VIII. Each co-Trustee,
upon its acceptance of the trusts conferred, shall be vested with the estates
or property specified in its instrument of appointment, jointly with the
Trustee subject to all the terms of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the
liability of, or affording protection to, the Trustee. Every such instrument
shall be filed with the Trustee.

     (d) Any co-Trustee may, at any time, constitute the Trustee, its agent or
attorney-in-fact, with full power and authority, to the extent not prohibited
by law, to do any lawful act under or in respect of this Agreement on its
behalf and in its name. If any co-Trustee shall die, become incapable of
acting, resign or be removed, all its estates, properties, rights, remedies
and trusts shall vest in and be exercised by the Trustee, to the extent
permitted by law, without the appointment of a new or successor Trustee.

     Section 8.11. Presentment and Surrender at Corporate Trust Office. The
Certificates may be surrendered for registration of transfer or exchange, and
presented and surrendered on the Final Scheduled Distribution Date, on a
Special Distribution Date resulting from the optional redemption of Underlying
Notes or upon an event requiring removal of any Underlying Notes from the
Trust Property, and notices and demands to or upon the Trustee in respect of
the Certificates and this Agreement may be served, at the Corporate Trust
Office of the Trustee.


                                     -30-


<PAGE>


     Section 8.12. Representations and Warranties of Trustee. (a) The Trustee
represents and warrants that:

          (i) the Trustee is duly organized, validly existing and in good
     standing under o;

          (ii) the Trustee has full power, authority and right to execute,
     authenticate, deliver and perform its duties and obligations under this
     Agreement and the Certificates and has taken all necessary action to
     authorize the execution, authentication, delivery and performance by it
     (or, with respect to the Certificates, by an Authenticating Agent on its
     behalf, if applicable) of this Agreement and the Certificates;

          (iii) the execution, authentication and delivery of this Agreement
     and the Certificates by the Trustee and its performance of and compliance
     with the terms of this Agreement and the Certificates will not violate
     the Trustee's charter or by-laws or constitute a default under, or result
     in the breach or acceleration of, any contract, agreement or other
     instrument to which the Trustee is a party or which may be applicable to
     the Trustee or any of its assets;

          (iv) as of the Closing Date, each of this Agreement and the
     Certificates has been duly executed, authenticated and delivered by the
     Trustee (or, with respect to the Certificates, by an Authenticating Agent
     on its behalf, if applicable) and this Agreement constitutes the valid
     and legally binding obligation of the Trustee, enforceable in accordance
     with its terms, except as enforcement may be limited by the applicable
     bankruptcy, insolvency, reorganization, moratorium or similar laws
     affecting the rights of creditors generally or by general principles of
     equity;

          (v) the Trustee is not in violation, and the execution,
     authentication and delivery of this Agreement and the Certificates by the
     Trustee and its performance and compliance with respective terms of this
     Agreement and the Certificates will not constitute a violation, of any
     order or decree of any court or any order or regulation of any U.S.
     Federal, State, municipal or governmental agency having jurisdiction over
     the Trustee or any of its assets, which violation would reasonably be
     expected to have a material adverse effect on the business, prospects,
     condition (financial or otherwise) or operations of the Trustee or on the
     performance of its duties thereunder;

          (vi) there are no Proceedings against, or investigations of, the
     Trustee pending, or, to the knowledge of the Trustee, threatened, before
     any court, administrative agency or other tribunal (a) that could
     reasonably be expected to prohibit its entering into this Agreement or to
     render the Certificates invalid, (b) seeking to prevent the issuance of
     the Certificates or the consummation of any of the transactions
     contemplated by this Agreement or (c) that could reasonably be expected
     to prohibit or materially and adversely affect the performance by the
     Trustee of its obligations under, or the validity or enforceability of,
     this Agreement or the Certificates; and

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

     (b) Within 30 calendar days of the discovery by the Trustee of a breach
of any of its representations or warranties set forth in this Section 8.12,
the Trustee shall promptly cure such breach.

     Section 8.13. Limitation of Powers and Duties. The Trust is constituted
solely for the purposes of acquiring and holding the Underlying Notes, issuing
the Certificates and engaging in activities necessary, advisable or incidental
to the foregoing. The Trust may not incur any additional debt other than debt
that does not constitute a claim against the Trust Property. The Trustee is
not authorized to acquire any other investments or engage in any activities
not authorized in this Agreement and, in particular, the Trustee is not
authorized (i) to Transfer any of the Underlying Notes or interests therein to
any Person except as contemplated in Section 3.08 or 3.09 or (ii) to do
anything that would cause the Trust to (1) be required to be registered under
the Investment Company Act or (2) cause the Trust to be taxed as a corporation
or a publicly traded partnership taxable as a corporation or otherwise alter
the classification of the Trust for U.S. Federal income tax purposes.


                                     -31-


<PAGE>


                                  ARTICLE IX

                                  TERMINATION

     Section 9.01. Termination of the Trust. (a) The respective obligations
and responsibilities under this Agreement of the Depositor and the Trustee
(other than the obligations of the Trustee to provide reports and other
information under this Agreement and to make distributions to
Certificateholders as herein set forth) shall terminate upon the distribution
to such Certificateholders of all amounts required to be paid by the
Underlying Issuers of their respective Underlying Notes then constituting a
part of the Trust Property; provided, however, that in no event shall the
Trust continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy Sr., the late United States
Ambassador to the Court of St. James.

     (b) Written notice of any termination shall be provided to each
Certificateholder and the Depositor within ten Business Days of such
termination, unless such termination occurs on the Final Scheduled
Distribution Date.

     (c) On the Final Scheduled Distribution Date, unless none of the
Certificates are then Outstanding, the Trustee shall distribute to each
Certificateholder presenting and surrendering its Certificates, the amount
distributable on the Final Scheduled Distribution Date pursuant to Section
4.01 in respect of the Certificates so presented and surrendered. Any funds
not distributed on the Final Scheduled Distribution Date shall be set aside
and held in trust by the Trustee for the benefit of Certificateholders that
fail to present and surrender their Certificates on the Final Scheduled
Distribution Date and shall be disposed of upon such presentation and
surrender, subject to Sections 4.01 and 5.09. Immediately following the
deposit of such funds in trust hereunder, the Trust shall terminate.

                                  ARTICLE X

                              MISCELLANEOUS TERMS

     Section 10.01. Amendment of this Agreement. (a) This Agreement may be
amended from time to time by the Depositor and the Trustee without the consent
of any of the Certificateholders for any of the following purposes: (i) to
cure any ambiguity or to correct or supplement any provision in this Agreement
which may be defective or inconsistent with any other provision in this
Agreement; (ii) to add to the covenants, restrictions or obligations of the
Depositor for the benefit of the Certificateholders, (iii) to comply with any
requirements imposed by the Code; (iv) to amend the definition Maximum
Reimbursable Amount so as to increase, but not decrease, the amount contained
in such definition or to otherwise amend or waive the terms of Section 8.05(b)
in any manner which shall not adversely affect the Certificateholders in any
material respect; (v) to evidence and provide for the acceptance of
appointment under this Agreement by a successor Trustee.

     (b) This Agreement may also be amended from time to time by the Depositor
and the Trustee with the consent of Certificateholders representing a majority
of the aggregate Certificate Principal Balances of the Outstanding
Certificates on the date of such determination for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that, the consent of 100% of the
aggregate Certificate Principal Balances of all Outstanding Certificates on
the date of such determination shall be required in the event any such
amendment would (i) reduce in any manner the amount, delay the timing or
otherwise alter the pass-through nature of payments received on Underlying
Notes that are required to be distributed on any Certificate, (ii) reduce the
Certificate Principal Balance of the Certificates except upon payment on the
Final Scheduled Distribution Date or upon the occurrence of a Removal Event,
an event requiring removal of any Underlying Notes from the Trust Property
pursuant to Section 3.10 or the optional redemption of Underlying Notes, or
(iii) reduce the aforesaid required percentages required for the consent to
any amendment with the consent of the Certificateholders.

     (c) Notwithstanding the foregoing, no amendment of this Agreement
pursuant to Section 10.01(a) or (b) hereof shall be permitted that would (1)
require the Trust to be registered under the Investment Company Act, (2) cause
the Trust to be taxed as an association or publicly traded partnership taxable
as a corporation or otherwise alter the classification of the Trust for U.S.
Federal income tax purposes, (3) result in a sale or exchange of any
Certificate for tax purposes, (4) not meet the Rating Agency Condition, (5)
change or add any Removal Events or any conditions under which any Underlying
Notes are required to be removed from the Trust Property, (6) substitute


                                     -32-


<PAGE>


Underlying Notes of an Underlying Issuer for debt securities of another issuer
or (7) modify the provisions of this Agreement in a manner that would permit
the Trustee, in its capacity as such under this Agreement, or the
Certificateholders to declare or waive an event of default in respect of the
Underlying Notes.

     (d) Promptly after the execution of any amendment under this Section
10.01, the Trustee shall furnish a copy of such amendment to each
Certificateholder.

     Section 10.02. Counterparts. This Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one
and the same instrument.

     Section 10.03. Limitation on Rights of Certificateholders. (a) The death
or incapacity of any Certificateholder shall not (1) operate to terminate this
Agreement or the Trust Property, (2) entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any Proceeding in
any court for a partition or winding up of the Trust Property or (3) otherwise
affect the rights, obligations and liabilities of the parties thereto or any
of them.

     (b) Except as otherwise expressly provided herein, no Certificateholder
shall have any right to control the operation and management of any Trust
Property, or the obligations of the parties thereto, nor shall anything in
this Agreement set forth, or contained in the terms of the Certificates, be
construed so as to constitute the Certificateholders from time to time as
partners or members of an association. In addition, no Certificateholder shall
be under any liability to any third person by reason of any action taken by
the parties to this Agreement pursuant to any provision thereof.

     Section 10.04. GOVERNING LAW; Non-exclusive Submission to Jurisdiction.
THIS AGREEMENT AND EACH CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. With respect to any
Proceedings relating to or arising out of this Agreement, the Depositor,
Trustee (including any Authentication Agent, Certificate Registrar and Paying
Agent), Administrative Agent and each Certificateholder irrevocably submits to
the non-exclusive jurisdiction of the courts of the State of New York and the
United States District Court located in the Borough of Manhattan in New York
City. Nothing in this Agreement precludes any such Person from bringing
Proceedings in any other jurisdiction, nor will the bringing of Proceedings in
any one or more jurisdictions preclude the bringing of Proceedings in any
other jurisdiction.

     Section 10.05. Notices. All directions, demands and notices under this
Agreement shall be in writing and shall be delivered to the Trustee at its
Corporate Trust Office and to the Administrative Agent at o. Any notice
required to be given to a Certificateholder will be sent by first class mail,
postage prepaid, to the last address of such Certificateholder set forth in
the Certificate Register or will be given by facsimile to such number as may
be provided to the Trustee and the Administrative Agent. Any notice so mailed
within the time prescribed in this Agreement shall be conclusively presumed to
have been duly given when mailed, whether or not the Certificateholder
receives such notice. Notices given by facsimile will be effective upon
confirmation (including electronic confirmation) of effective transmission.

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

     Section 10.07. Notice to Rating Agencies. The Trustee shall use its best
efforts promptly to provide notice to the Rating Agencies with respect to each
of the following events as to which it has actual knowledge:

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

          (ii) the resignation or termination of the Trustee;

          (iii) any change in the location of the Certificate Account;


                                     -33-


<PAGE>


          (iv) any Removal Event;

          (v) any event requiring removal of any Underlying Note from the
     Trust Property in accordance with Section 3.10;

          (vi) any optional redemption of Underlying Notes; and

          (vii) the final distribution to Certificateholders.

In addition, the Trustee shall promptly furnish to the Rating Agencies (i)
copies of each report to Certificateholders described in Section 4.02 and (ii)
any other information with respect to the Certificates or the Trust Property
reasonably requested by any Rating Agency in connection with maintaining the
then current ratings of the Certificates. Any such notice pursuant to this
Section 10.07 shall be in writing and shall be deemed to have been duly given
if personally delivered, sent by facsimile or mailed by first class mail,
postage prepaid, or by express delivery service to the Rating Agencies.

     Section 10.08. No Recourse. Each Holder, by its acceptance of a
Certificate or a beneficial interest or participation therein, acknowledges
that such Holder's Certificate represents a beneficial ownership interest in
the assets of the Trust only and does not represent an interest in or
obligation of the Depositor, the Trustee, any Affiliate of the Depositor or
the Trustee or any other entity or any of their respective directors,
managers, officers, employees or agents and no recourse may be had against
such Persons or individuals or their respective assets, except as may be
expressly set forth or contemplated in this Agreement or the Certificates, and
each Holder's recourse is limited to the Trust Property secured hereby. The
Trustee shall have no recourse to the Underlying Notes.

     Section 10.09. No Petition Covenant. Notwithstanding any prior
termination of this Agreement, the Trustee and each Certificateholder shall
not, prior to the date which is one year and one day after the termination of
this Agreement, acquiesce in, petition or otherwise invoke or cause the Trust
or the Depositor to invoke the process of any court or governmental authority
for the purpose of commencing or sustaining a case against the Trust or the
Depositor under any U.S. Federal or State bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Trust or the Depositor or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Trust or the Depositor.

     Section 10.10. Intention of Parties. The parties hereto intend that the
Trust be classified for U.S. Federal income tax purposes as a grantor trust
under Subpart E, Part I of Subchapter J of the Code and not as a trust or
association taxable as a corporation or as a partnership. Each
Certificateholder, by its acceptance of its Certificate or a beneficial
interest or participation therein, agrees to treat the Trust as a grantor
trust for all U.S. Federal, State and local income tax purposes. The powers
granted and obligations undertaken pursuant to this Agreement shall be so
construed so as to further such intent.


                                     -34-


<PAGE>


     IN WITNESS WHEREOF, the Depositor, the Trustee and Securities
Intermediary and the Administrative Agent have each caused this Agreement to
be duly executed by its duly authorized representative as of the date first
above written.



                               CORE BOND PRODUCTS LLC, as Depositor



                               By:
                                   --------------------------------------------
                                   Name:
                                   Title:



                               o ,
                               as Trustee and Securities Intermediary



                               By:
                                   --------------------------------------------
                                   Name:
                                   Title:

                               o,
                                as Administrative Agent



                               By:
                                   --------------------------------------------
                                   Name:
                                   Title:


                                     -35-


<PAGE>


<TABLE>
<CAPTION>
                                                       SCHEDULE I

                                                Underlying Note Schedule

                                                                                                     % of
                                                                                       Principal   Aggregate
                                                                                       Amount ($   Principal   Maturity
            Issuer                  CUSIP        Rank        Secured        Coupon        MM)        Amount      Date
-----------------------------------------------------------------------------------------------------------------------
<S>                                <C>          <C>         <C>            <C>        <C>          <C>        <C>




















--------------------------------------------------------------------------------------------------------------
Aggregate Principal Balance                                                                        %


(table continued)


<CAPTION>
                                                  Non-U.S.
                                                  Company/
                                    Make-Whole   Withholding
                                   Redemption/   Redemption   Moody's    S&P     Fitch
            Issuer                 Option Price    Option      Rating    Rating  Rating
-----------------------------------------------------------------------------------------
<S>                               <C>           <C>          <C>        <C>     <C>





















---------------------------------  ------------------------------------------------------
Aggregate Principal Balance
</TABLE>


<PAGE>


                                                                     EXHIBIT A

                              FORM OF CERTIFICATE
                              -------------------

                             [FACE OF CERTIFICATE]

EACH PERSON THAT PURCHASES A CERTIFICATE WILL BE DEEMED TO REPRESENT THAT ITS
ACQUISITION OF SUCH CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION. IN ADDITION, IN THE EVENT THE CERTIFICATES DO NOT
CONSTITUTE PUBLICLY OFFERED SECURITIES, EACH PERSON THAT PURCHASES THIS
CERTIFICATE ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS
SUBJECT TO THE PROVISIONS OF SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, WILL BE DEEMED TO REPRESENT THAT EITHER (I) THE PLAN IS
SO REPRESENTED IN THIS REGARD BY A QPAM OR INHAM (AS THOSE TERMS ARE DEFINED
IN PROHIBITED TRANSACTION CLASS EXEMPTION ("PTE") 84-14 AND PTE 96-23,
RESPECTIVELY) AND WILL BE SO REPRESENTED FOR SO LONG AS SUCH PLAN HOLDS THIS
CERTIFICATE, AND THAT THE OTHER CONDITIONS OF PTE 84-14 OR PTE 96-23 ARE AND
WILL AT ALL TIMES BE SATISFIED, (II) THE CONDITIONS TO THE APPLICABILITY OF
PTE 90-1, PTE 95-60 OR PTE 91-38 ARE AND WILL AT ALL TIMES BE SATISFIED OR
(III) THE CONDITIONS OF ANOTHER APPLICABLE EXEMPTION ARE AND WILL AT ALL TIMES
BE SATISFIED, SUCH THAT IN THE CASE OF EITHER (I), (II) OR (III), THE
APPLICABLE EXEMPTION APPLIES TO THE PURCHASE, CONTINUED HOLDING AND
DISPOSITION OF THIS CERTIFICATE, AS WELL AS TO THE UNDERLYING TRANSACTIONS OF
THE TRUST REFERRED TO HEREIN.


<PAGE>


[Include if this Certificate is a Global Certificate:

     This Certificate is a Global Certificate within the meaning of the Trust
Agreement hereinafter referred to and is registered in the name of the
Depositary or a nominee of the Depositary. This Certificate is exchangeable
for Certificates registered in the name of a Person other than the Depositary
or its nominee only in the limited circumstances described in the Trust
Agreement, and may not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or by the Depositary or any such nominee
to a successor of the Depositary or a nominee of such successor.]

[Include if this Certificate is a Global Certificate and DTC is the
Depositary:

     Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Trustee
or its agent for registration of transfer, exchange or payment, and any
certificate issued in exchange for this certificate or any portion hereof 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.]

CERTIFICATE                            CERTIFICATE PRINCIPAL BALANCE: $_______
No. ______
CUSIP No. o
ISIN US o
Common Code No. o


                      Core Investment Grade Bond Trust o
                           Pass-Through Certificate

                               Issuance Date: o

                     Final Scheduled Distribution Date: o

                 Evidencing a Fractional Undivided Interest in
                      Core Investment Grade Bond Trust o

     THIS CERTIFIES THAT _______________, for value received, is the
registered owner (the "Holder") of $__________ (___________ dollars) in
Certificate Principal Balance, subject to change as specified in Schedule 1
hereto, in Core Investment Grade Bond Trust o (the "Trust") created pursuant
to a Trust Agreement, dated as of o (the "Trust Agreement"), among o, as
trustee and securities intermediary (the "Trustee"), Core Bond Products LLC,
as depositor (the "Depositor"), and o, as administrative agent (the
"Administrative Agent"), a summary of certain of the pertinent provisions of
which is set forth below. To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in the Trust
Agreement.

     This Certificate is one of the duly authorized Certificates designated as
"Pass-Through Certificates" (the "Certificates"). This Certificate is issued
under and is subject to the terms, provisions, and conditions of the Trust
Agreement. By virtue of its acceptance hereof, the Holder assents to and
agrees to be bound by the provisions of the Trust Agreement.

     This Certificate evidences a Fractional Undivided Interest in the Trust
Property. Subject to the terms and conditions of the Trust Agreement, until
the obligations created by the Trust Agreement shall have terminated in
accordance therewith, Certificateholders will be entitled to receive on the
related Distribution Date distributions in an amount equal to their Fractional
Undivided Interest in the amounts received by the Trustee and required to be
distributed to Certificateholders on such Distribution Date pursuant to the
terms of the Trust Agreement.

     Except as otherwise provided in the Trust Agreement and notwithstanding
the foregoing, distributions payable on the Final Schedule Distribution Date,
on a Special Distribution Date resulting from the optional redemption of
Underlying Notes or upon a removal of Underlying Notes under the circumstances
prescribed in the


<PAGE>


Trust Agreement will be made only upon presentation and surrender of this
Certificate at the Corporate Trust Office of the Trustee.

     Each Certificateholder, by its acceptance of this Certificate or a
beneficial interest herein, agrees to treat the Trust as a trust, the
certificateholders of which are treated as the owners thereof under Section
671 of the Code, for U.S. Federal income tax purposes.

     THE TRUST AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Trustee, 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 Trustee
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended. Unless the certificate of
authentication hereon has been executed by the Trustee, by manual or facsimile
signature, this Certificate shall not be entitled to any benefit under the
Trust Agreement or be valid for any purpose.

     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 rights, benefits, obligations and duties evidenced thereby. A copy of
the Trust Agreement may be examined by any Certificateholder, upon request
(free of charge), during normal business hours at the Corporate Trust Office
of the Trustee, located initially at o, and at such other places, if any,
designated by the Trustee.

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


<PAGE>


     IN WITNESS WHEREOF, the Trustee, on behalf of the Trust, and not in its
individual capacity, has caused this Certificate to be duly executed.

                                  CORE INVESTMENT GRADE BOND TRUST o

                                  By: o, as Trustee



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

Dated:

Trustee's Certificate of Authentication:

     This is one of the Certificates referred to in the within-mentioned Trust
Agreement.

Dated:                            o, as Trustee



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


<PAGE>


                           [REVERSE OF CERTIFICATE]

                      Core Investment Grade Bond Trust o
                           Pass-Through Certificate

     The Trust Agreement permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

     As provided in the Trust Agreement and subject to certain limitations
herein and therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office, accompanied by a
written instrument of transfer in form and substance satisfactory to the
Trustee duly completed and executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same aggregate
Certificate Principal Balance will be issued to the designated transferee.

     As provided in the Trust Agreement and subject to certain limitations
herein and therein set forth, this Certificate is exchangeable for new
Certificates of authorized denominations representing the same aggregate
Certificate Principal Balance, as requested by the Holder surrendering the
same. The Trustee may require payment of a sum sufficient to cover any tax or
governmental charges payable in connection therewith and any expenses
reasonably incurred by the Trustee, except as otherwise specified in the Trust
Agreement.

     The Certificates are issuable only in registered form without coupons in
denominations of $1000.

     Prior to due presentment for registration of transfer, the Depositor, 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 none of the Depositor, the Trustee or any such agent shall be
affected by any notice to the contrary.

     The obligations and responsibilities created by the Trust Agreement and
the Trust created thereby will terminate upon the payment to
Certificateholders of all amounts required to be paid to them pursuant to the
Trust Agreement.

     Notwithstanding anything contained in the Trust Agreement to the
contrary, the Trust Agreement has been accepted by the Trustee, not in its
individual capacity but solely as Trustee. In no event shall the Trustee have
any liability for the representations, warranties, covenants, agreements or
other obligations of the Depositor thereunder or in any of the certificates,
notices or agreements of the Depositor delivered pursuant thereto, as to all
of which recourse shall be had solely to the assets of the Depositor, and,
except as specified in Section 8.05 of the Trust Agreement, under no
circumstances shall the Trustee be personally liable for the payment of any
indebtedness or expenses of the Trust. This Certificate does not represent an
interest in or obligation of the Trustee and the Trustee shall not be
responsible or accountable for any tax, accounting or other treatment proposed
to be applied to the Certificates or any interest therein except as expressly
provided in the Trust Agreement.


<PAGE>


[Include if this Certificate is a Global Certificate]

                                                                    Schedule 1

       SCHEDULE OF CHANGES IN OUTSTANDING CERTIFICATE PRINCIPAL BALANCE

     The following notations in respect of changes in the outstanding
Certificate Principal Balance of this Global Certificate have been made in
respect of a Removal Event or a Special Distribution Date resulting from the
optional redemption of Underlying Notes:

<TABLE>
<CAPTION>
                       Initial Certificate           Change in Outstanding           New Certificate       Notation
       Date             Principal Balance        Certificate Principal Balance      Principal Balance      Made by
--------------------- --------------------- -------------------------------------- ------------------- ----------------
<S>                  <C>                   <C>                                    <C>                 <C>

















</TABLE>


<PAGE>


                                                                       Annex A
                                                                       -------

       FORM OF NOTICE OF REMOVAL OF UNDERLYING NOTES FROM TRUST PROPERTY

[Name and Address of Certificateholder]


     Re:  Core Investment Grade Bond Trust o
          Pass-Through Certificates

     We hereby notify you in accordance with Section 3.08(a) of the Trust
Agreement, dated as of o (the "Trust Agreement"), among Core Bond Products
LLC, as Depositor, o, as trustee and securities intermediary, and o, as
administrative agent, [of the occurrence of a Removal Event with respect to
the following Underlying Notes: [specify series or issue of Underlying Notes
and specific Removal Event]][that the following series or issue of Underlying
Notes are subject to removal from the Trust Property in accordance with
Section 3.10 of the Trust Agreement.]

     [In accordance with Section 3.08, you have the right to have the
administrative agent sell your pro rata portion of the Underlying Notes
subject to removal and receive the proceeds thereof. If you choose to exercise
this option, please notify us no later than three Business Days from your
receipt of this notification by completing and returning to our attention, the
form of notice specified in Annex B to the Trust Agreement.] [If you choose
not to exercise this option,] we will distribute to you your pro rata portion
of the Underlying Notes subject to removal.

     Capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Trust Agreement.

                                         o


                                         By: ___________________________
                                             Name:
                                             Title:


<PAGE>


                                                                       Annex B
                                                                       -------


                      FORM OF NOTICE OF ELECTION TO SELL

o
Attention: Corporate Trust Administration

Re:  Core Investment Grade Bond Trust o
     Pass-Through Certificates

     The undersigned Holder of this Certificate hereby irrevocably exercises
the option to effect the sale of its pro rata portion of the Underlying Notes
subject to removal as specified in the notice received by the Trustee on o
with respect to the following Underlying Notes: [specify series or issue of
Underlying Notes subject to removal] in accordance with the terms of the Trust
Agreement, dated as of o (the "Trust Agreement"), among Core Bond Products
LLC, as Depositor, o, as trustee and securities intermediary, and o, as
administrative agent.

Dated:______________________               ________________________________
                                           Signature


Signature Guarantee: _________________________

Social Security or other
Taxpayer Identification
Number, if any:       ____________________________________