TRUST AGREEMENT


                  TRUST AGREEMENT, between MS Structured Asset Corp. (the
"Depositor") and LaSalle Bank National Association (the "Trustee"), made as of
the date set forth in Schedule I attached hereto, which Schedule together with
Schedules II and III attached hereto, are made a part hereof and are hereinafter
referred to collectively as the "Terms Schedule". The terms of the Standard
Terms for Trust Agreements, dated July 7, 1999 (the "Standard Terms") are,
except to the extent otherwise expressly stated, hereby incorporated by
reference herein in their entirety with the same force and effect as though set
forth herein. Capitalized terms used herein and not defined shall have the
meanings defined in the Standard Terms. References to "herein", "hereunder",
"this Trust Agreement" and the like shall include the Terms Schedule attached
hereto and the Standard Terms so incorporated by reference.

                  WHEREAS, the Depositor and the Trustee desire to establish the
Trust identified in Schedule I attached hereto (the "Trust") for the primary
purposes of (i) holding the Securities, (ii) entering into any Swap Agreement
with the Swap Counterparty and (iii) issuing the Units;

                  WHEREAS, the Depositor desires that the respective beneficial
interests in the Trust be divided into transferable fractional shares, such
shares to be represented by the Units;

                  WHEREAS, the Depositor desires to appoint the Trustee as
trustee of the Trust and the Trustee desires to accept such appointment;

                  WHEREAS, the Depositor shall transfer, convey and assign to
the Trust without recourse, and the Trust shall acquire, all of the Depositor's
right, title and interest in and under the Securities and other property
identified in Schedule II to the Trust Agreement (the "Trust Property"); and

                  WHEREAS, the Trust agrees to acquire the Trust Property
specified herein in consideration for Units having an initial Unit Principal
Balance identified in Schedule I attached hereto, subject to the terms and
conditions specified in the Trust Agreement;

                  NOW THEREFORE, the Depositor hereby appoints the Trustee as
trustee hereunder and hereby requests the Trustee to receive the Securities from
the Depositor and to issue in accordance with the instructions of the Depositor
Units having the terms specified in Schedule I attached hereto, and the Trustee
accepts such appointment and, for itself and its successors and assigns, hereby
declares that it shall hold all the estate, right, title and interest in any
property contributed to the trust account established hereunder (except property
to be applied to the payment or reimbursement of or by the Trustee for any fees
or expenses which under the terms hereof is to be so applied) in trust for the
benefit of all present and future Holders of the fractional shares of beneficial
interest issued hereunder, namely, the Unitholders, and subject to the terms and
provisions hereof and of the Standard Terms.

<PAGE>

                  IN WITNESS WHEREOF, each of the undersigned has executed this
instrument as of the date set forth in the Terms Schedule attached hereto.

                            LASALLE BANK NATIONAL ASSOCIATION
                                as Trustee on behalf of the Trust identified in
                                Schedule I hereto, and not in its individual
                                capacity



                            By: /s/ Ann M. Kelly
                                -----------------------------------
                                Name:  Ann M. Kelly
                                Title: Assistant Vice President


                            MS STRUCTURED ASSET CORP.



                            By: /s/ John Kehoe
                                -----------------------------------
                                Name:  John Kehoe
                                Title: Vice President



Attachments: Terms Schedule (consisting of Schedules I, II and III)

<PAGE>

                                   Schedule I
                           (Terms of Trust and Units)

Trust:                               SATURNS Trust No. 2003-2

Date of Trust Agreement:             February 19, 2003

Depositor                            On November 8, 2002, the Depositor changed
                                     its name from MSDW Structured Asset Corp.
                                     to MS Structured Asset Corp.

Trustee:                             LaSalle Bank National Association.
                                     References to Chase Bank of Texas, National
                                     Association in the Standard Terms shall be
                                     inapplicable.

Units:                               The Trust will issue two classes of Units:
                                     the Class A Units and the Class B Units.
                                     Only the Class A Units will be publicly
                                     offered.

Initial Unit Principal Balance
of the Class A Units:                $30,000,000

Initial Notional Amount
of the Class B Units:                $30,000,000

Issue Price of Units:                Class A Units: 100%

                                     Class B Units:  $218,000

Number of Units:                     Class A Units:

                                     1,200,000 (Unit Principal Balance of $25
                                     each)

                                     Class B Units:

                                     Initially, one (1) Unit representing 100%
                                     of the Notional Amount of the Class B Units

Minimum Denomination:                Class A Units:

                                     $25 and $25 increments in excess thereof.
                                     The minimum denomination specified in
                                     Section 5.01(a) of the Standard Terms shall
                                     not apply to the Class A Units. Each $25 of
                                     Unit Principal Balance is a Unit.

                                     Class B Units:

                                     $100,000 and $1,000 increments in excess
                                     thereof.

Cut-off Date:                        February 19, 2003

Closing Date:                        February 19, 2003

Specified Currency:                  United States dollars

Business Day:                        New York, New York and Chicago, Illinois

Interest Rate:                       Class A Units:

                                     8.650% per annum on the basis of a 360 day
                                     year consisting of twelve 30 day months.

                                     Class B Units:

                                     0.0816% per annum on the basis of a 360 day
                                     year consisting of twelve 30 day months.

                                     The right of the Class A Units to accrued
                                     interest is pari passu with the right of
                                     the Class B Units to accrued interest from
                                     accrued interest on the securities.

Interest Reset Period:               Not Applicable

Rating:                              Class A Units and Class B Units:

                                     Baa3 by Moody's, negative outlook

                                     BBB- by S&P

Rating Agencies:                     Moody's and S&P

Scheduled Final Distribution Date:   March 15, 2032. The Units will have the
                                     same final maturity as the Securities.

Prepayment/Redemption:               The Trust Property is subject to redemption
                                     in accordance with the terms of the
                                     Securities and as described in Schedule II
                                     and is subject to call in accordance with
                                     Schedule III. Any such call or redemption
                                     will cause a redemption of a proportional
                                     amount of the Class A Units and a
                                     proportional reduction in the Notional
                                     Amount of the Class B Units.

                                     If the call rights under the Swap Agreement
                                     are partially exercised or if there is a
                                     partial redemption of the Securities, (i)
                                     the Trustee will randomly select Class A
                                     Units to be redeemed in full from the
                                     proceeds of such partial exercise of the
                                     Swap Agreement or partial redemption of the
                                     Securities and (ii) the Trustee will first
                                     redeem, up to a Notional Amount equal to
                                     the principal amount of Securities subject
                                     to such exercised or terminated call, Class
                                     B Units held by any Swap Counterparty who
                                     (a) has exercised its call rights under the
                                     Swap Agreement or who will be selected for
                                     termination of call rights and (b) notifies
                                     the Trustee of its election for
                                     preferential redemption of Class B Units
                                     held by it, and then by random selection.
                                     If sufficient funds are not available to
                                     redeem each such redeemed Unit in full, one
                                     Unit may be fractionally redeemed as a
                                     result of each such partial redemption or
                                     exercise.

Additional Distribution:             Class A Units:

                                     If any of the Securities are redeemed by
                                     the Security Issuer prior to February 19,
                                     2008, each of the Class A Units being
                                     redeemed in connection with such redemption
                                     of Securities or related exercise of the
                                     call rights under the Swap Agreement shall
                                     receive a pro rata distribution from the
                                     proceeds of such redemption or exercise in
                                     respect of principal, price or premium with
                                     respect to the Securities in excess of the
                                     corresponding Unit Principal Balance of the
                                     Class A Units to be redeemed, up to a
                                     maximum of $2.50 per Class A Unit being
                                     redeemed.

                                     If the Security Issuer gives notice of a
                                     self-tender as to Securities held by the
                                     Trust and the Swap Counterparty exercises
                                     its call rights under the Swap Agreement in
                                     connection with such self-tender prior to
                                     February 19, 2008, each redeemed Class A
                                     Unitholder shall receive an additional
                                     distribution of $1.50 per Class A Unit from
                                     the proceeds of such exercise in respect of
                                     principal, price or premium with respect to
                                     the Securities in excess of the
                                     corresponding Unit Principal Balance of the
                                     Class A Units to be redeemed.

                                     Class B Units:

                                     If the Securities are redeemed by the
                                     Security Issuer or if the Swap Counterparty
                                     exercises its call rights under the Swap
                                     Agreement, then the Class B Units
                                     designated for a reduction in Notional
                                     Amount in connection with such redemption
                                     or exercise shall receive an amount up to
                                     the Class B Present Value Amount as of the
                                     date of such reduction in Notional Amount
                                     as an additional distribution from (i) the
                                     proceeds of such redemption or exercise
                                     remaining after required distributions to
                                     the Class A Units and (ii) any Class B Unit
                                     Payment Obligation as payable under the
                                     Swap Agreement in connection with such
                                     exercise.

                                     "Class B Present Value Amount" means, with
                                     respect to a date, an amount equal to the
                                     present value of the Future Class B Unit
                                     Interest for such date in respect of the
                                     corresponding portion of Notional Amount of
                                     the Class B Units being reduced discounted
                                     at a rate of 8.750% per annum on the basis
                                     of a 360 day year consisting of twelve 30
                                     day months.

                                     "Future Class B Unit Interest" means with
                                     respect to any date of reduction in the
                                     Notional Amount of the Class B Units
                                     resulting from a redemption of the
                                     Securities or exercise of call rights under
                                     the Swap Agreement, the interest on the
                                     corresponding portion of the Notional
                                     Amount of the Class B Units, other than
                                     interest paid or accrued through such date,
                                     that would accrue at the rate and in the
                                     manner specified hereunder and would be
                                     payable at the times specified hereunder on
                                     such corresponding portion of the Notional
                                     Amount of the Class B Units to the
                                     Scheduled Final Distribution Date had such
                                     reduction of the Notional Amount of the
                                     Class B Units not occurred.

Corporate Trust Office:              The definition of "Corporate Trust Office"
                                     in the Standard Terms shall not apply.

                                     The Corporate Trust Office shall be the
                                     Trustee's Asset-Backed Securities Trust
                                     Services Group having an office at 135 S.
                                     LaSalle Street, Suite 1625, Chicago,
                                     Illinois 60603 or such other addresses as
                                     the Trustee may designate from time to time
                                     by notice to the Unitholders, the
                                     Depositor, the Swap Counterparty and the
                                     Guarantor.

Swap Agreement:                      The ISDA Master Agreement referred to in
                                     Schedule III and any assignment thereof. In
                                     addition, in connection with an additional
                                     issuance of Units, any additional Swap
                                     Agreement entered into in connection
                                     therewith.

Swap Counterparty:                   Party A to the Swap Agreement referred to
                                     in Schedule III or any assignee thereof. In
                                     addition, in connection with an additional
                                     issuance of Units, Party A to any
                                     additional Swap Agreement or any assignee
                                     thereof.

                                     In the event of a partial redemption or
                                     self-tender for the Securities:

                                     (i) in the case of a partial redemption, to
                                     the extent options corresponding to more
                                     Securities than are subject to such partial
                                     redemption are exercised, a number of
                                     options exercised by each Swap Counterparty
                                     shall be deemed rescinded (and each Swap
                                     Counterparty shall be entitled to exercise
                                     such rescinded options in the future) such
                                     that (a) the total amount of options
                                     exercised corresponds to the number of
                                     Securities redeemed and (b) each Swap
                                     Counterparty's exercise is reduced
                                     proportionately to the number of options
                                     such Swap Counterparty initially exercised.

                                     (ii) in the case of a self-tender, the
                                     Trustee shall tender to the Security Issuer
                                     an amount of the Securities equal to the
                                     total number of options exercised, and
                                     shall apply the proceeds of such tender in
                                     cash settlement of such options as provided
                                     in the Swap Agreement; provided, however,
                                     that to the extent any amount of Securities
                                     tendered is not accepted by the Security
                                     Issuer and paid for in accordance with the
                                     terms of the tender, such options relating
                                     to the securities so tendered and not
                                     accepted shall be deemed rescinded and no
                                     settlement thereof shall be deemed to have
                                     occurred, with the number of such rescinded
                                     options to be allocated among the Swap
                                     Counterparties in proportion to the number
                                     of options initially exercised (and each
                                     Swap Counterparty shall be entitled to
                                     exercise such rescinded options in the
                                     future).

Swap Termination Payment:            With respect to each $1,000 face amount of
                                     Securities and each corresponding option
                                     under the Swap Agreement, an amount equal
                                     to the excess (if any) of the sale proceeds
                                     or redemption proceeds of the Securities,
                                     as applicable, reduced by (x) accrued
                                     interest on the Securities, (y) the $1,000
                                     of Unit Principal Balance of the Class A
                                     Units to be redeemed in relation to such
                                     sale or redemption and (z) any additional
                                     distribution on the Class A Units and the
                                     Class B Units to be redeemed in relation to
                                     such sale or distribution.

                                     In connection with a partial redemption,
                                     such Swap Termination Payment shall be
                                     allocated among multiple Swap
                                     Counterparties in proportion to the number
                                     of options held by each Swap Counterparty
                                     (after giving effect to any exercise of
                                     options in connection with such partial
                                     redemption as set forth above under "Swap
                                     Counterparty").

Guaranty:                            Morgan Stanley (formerly known as Morgan
                                     Stanley Dean Witter & Co., the "Guarantor")
                                     shall guarantee the obligations of Morgan
                                     Stanley & Co. International Limited
                                     ("MSIL") for so long as MSIL is Party A to
                                     any Swap Agreement with the Trust.

Swap Notional Amount:                The notional amount specified in Schedule
                                     III.

Swap Payment Date:                   Not Applicable

Swap Rate:                           Not Applicable

Additional Swap Agreements:          In connection with an additional issuance
                                     of Units, the Depositor may arrange for the
                                     Trust to enter into an additional Swap
                                     Agreement with identical terms to those of
                                     the Swap Agreement entered into as of the
                                     Closing Date, except that such Swap
                                     Agreement may have a different Swap
                                     Counterparty, number of options, and
                                     premium amount than the Swap Agreement
                                     entered into on the Closing Date. The
                                     Rating Agency Condition must be satisfied
                                     prior to the effectiveness of such
                                     additional Swap Agreement. Each Swap
                                     Counterparty must consent to any additional
                                     issuance.

Distribution Date:                   Each March 15 and September 15, or the next
                                     succeeding Business Day if such day is not
                                     a Business Day, commencing March 15, 2003.

                                     If any payment with respect to the
                                     Securities held by the Trust is not
                                     received by the Trustee by 12 noon (New
                                     York City time) on a Distribution Date, the
                                     corresponding distribution on the Units
                                     will not occur until the next Business Day
                                     that the Trust is in receipt of proceeds of
                                     such payment prior to 12 noon, with no
                                     adjustment to the amount distributed.

Record Date:                         The record date for each Distribution Date
                                     shall be 15 days prior to such Distribution
                                     Date regardless of whether such day is a
                                     Business Day.

Form:                                Global Security

Depositary:                          DTC

Trustee Fees and Expenses:           As compensation for and in payment of trust
                                     expenses related to its services hereunder
                                     other than Extraordinary Trust Expenses,
                                     the Trustee will receive Trustee Fees on
                                     each Distribution Date in the amount equal
                                     to $2,000. The Trustee Fee shall cease to
                                     accrue after termination of the Trust. The
                                     "Trigger Amount" with respect to
                                     Extraordinary Trust Expenses for the Trust
                                     is $25,000 and the Maximum Reimbursable
                                     Amount is $100,000. The Trustee Fee will be
                                     paid by the Expense Administrator. Expenses
                                     will be reimbursed by the Expense
                                     Administrator in accordance with the
                                     Expense Administration Agreement.

Expense Administrator:               The Trustee will act as Expense
                                     Administrator on behalf of the Trust
                                     pursuant to an Expense Administration
                                     Agreement, dated as of the date of the
                                     Trust Agreement (the "Expense
                                     Administration Agreement"), between the
                                     Trustee as Expense Administrator (the
                                     "Expense Administrator") and the Trust.

                                     The Expense Administrator will receive a
                                     fee equal to $6,510 payable on each
                                     Distribution Date. Amounts in respect of an
                                     additional payment obligation of the Swap
                                     Counterparty in respect of the Expense
                                     Administrator's fee shall also be
                                     considered part of the Expense
                                     Administrator's fee hereunder and under the
                                     Expense Administration Agreement. The
                                     Expense Administrator's fee is payable only
                                     from available interest receipts received
                                     with respect to the Securities after
                                     application of such receipts to payment of
                                     accrued interest on the Units. The Amounts
                                     specified in the paragraph are also
                                     referred to as the "Expense Administrator's
                                     Fee".

                                     The Expense Administrator will be
                                     responsible for paying the Trustee Fee and
                                     reimbursing certain other expenses of the
                                     Trust in accordance with the Expense
                                     Administration Agreement.

Listing:                             The Depositor has applied to list the Class
                                     A Units on the New York Stock Exchange.

ERISA Restrictions:                  None of the restrictions in the Standard
                                     Terms relating to the Employee Retirement
                                     Income Security Act of 1974, as amended,
                                     and related matters shall apply to the
                                     Class A Units.

                                     The restrictions shall apply to the Class B
                                     Units and no ERISA Benefit Plan may acquire
                                     an interest in the Class B Units.

Alternative ERISA Restrictions:      Not Applicable

Deemed Representations:              Not Applicable

QIB Restriction:                     Not applicable to the Class A Units.
                                     Applicable to the Class B Units.

Trust Wind-Up Event:                 The Trust Wind-Up Events specified in
                                     Sections 9.01(a), 9.01(c), 9.01(d), 9.01(f)
                                     and 9.01(h) shall not apply. The Trust Wind
                                     Events specified in Sections 9.01(b)
                                     (Security Default), 9.01(e) (Early
                                     Termination Date designated due to
                                     "illegality" or "tax event" under the Swap
                                     Agreement), 9.01(g) (Disqualified
                                     Securities), 9.01(i) (Excess Expense Event)
                                     shall apply. Pursuant to Section 9.01(j),
                                     the following events also shall constitute
                                     Trust Wind-Up Events: (i) redemption by the
                                     Security Issuer of all Securities held by
                                     the Trust and (ii) exercise of the call
                                     rights under the Swap Agreement as to all
                                     Securities held by the Trust.

                                     If (i) cash settlement applies under the
                                     Swap Agreement, (ii) a Trust Wind-Up Event
                                     has occurred in connection with the
                                     exercise of any Option under the Swap
                                     Agreement and (iii) the Selling Agent
                                     cannot obtain a bid for the Securities in
                                     excess of the amount specified in the Swap
                                     Agreement, then the Securities will not be
                                     sold, the Swap Counterparty's exercise of
                                     the call option will be rescinded (and the
                                     Swap Counterparty shall be entitled to
                                     exercise such options in the future) and
                                     any related Trust Wind-Up Event will be
                                     deemed not to have occurred.

Termination:                         If a Trust Wind-Up Event occurs, any
                                     Securities held by the Trust will be
                                     liquidated (by delivery to the Security
                                     Issuer in the event of a redemption,
                                     pursuant to the terms of the Swap Agreement
                                     in the event of an exercise of options
                                     under the Swap Agreement or otherwise by
                                     sale thereof).

                                     If the related Trust Wind-Up Event occurs
                                     due to a redemption of the Securities by
                                     the Security Issuer or an exercise of the
                                     call rights under the Swap Agreement as to
                                     all Securities held by the Trust, (i)
                                     amounts received as accrued interest on the
                                     Securities will be applied pro rata as to
                                     amounts treated as accrued interest
                                     outstanding on the Class A Units and the
                                     Class B Units, (ii) amounts received as
                                     principal or par on the Securities will be
                                     applied to the Unit Principal Balance of
                                     the Class A Units up to 100% of the Unit
                                     Principal Balance of each Class A Unit and
                                     (iii) any additional amounts received in
                                     respect of principal, price or premium will
                                     be applied to the Class A Units as an
                                     additional distribution, but only up to the
                                     amount specified under "Additional
                                     Distribution" in this Trust Agreement.
                                     Remaining accrued interest will be applied
                                     to the Expense Administrator's fee. Amounts
                                     in respect of an additional payment
                                     obligation of the Swap Counterparty in
                                     respect of the Expense Administrator's Fee
                                     will be paid to the Expense Administrator.
                                     Remaining amounts will be allocated to any
                                     applicable additional distribution on the
                                     Class B Units and then to the Swap
                                     Termination Payment.

                                     If the Trust is terminated for any other
                                     reason, the proceeds of liquidation will be
                                     applied to redeem the Class A Units and the
                                     Class B Units. The Class A Units will have
                                     a claim on the proceeds of the liquidation
                                     equal to their aggregate Unit Principal
                                     Balance plus accrued interest. The Class B
                                     Units will have a claim on the proceeds of
                                     liquidation equal to accrued interest plus
                                     the Class B Present Value Amount, in each
                                     case as of such date of termination. If the
                                     proceeds of the liquidation are less than
                                     the combined claim amounts of the Class A
                                     Units and the Class B Units, the proceeds
                                     will be distributed in proportion to the
                                     claim amounts of the Class A Units and the
                                     Class B Units in full satisfaction of the
                                     claims of the Units. If the proceeds of
                                     liquidation exceed aggregate Unit Principal
                                     Balance of the Class A and B Units and the
                                     accrued interest on the Securities, the
                                     excess will be paid to the Swap
                                     Counterparty as a Swap Termination Payment
                                     under the Swap Agreement, other than
                                     amounts payable to the Expense
                                     Administrator in respect of the Expense
                                     Administrator's Fee.

Self-Tenders by Security Issuer:     The Trust will not participate in any
                                     self-tender by the Security Issuer for the
                                     Securities and the Trustee will not accept
                                     any instructions to the contrary from the
                                     Unitholders. However, the Swap Counterparty
                                     may exercise its call rights in connection
                                     with any self-tender in accordance with the
                                     Swap Agreement.

Depositor Optional Exchange:         Depositor Optional Exchange applies to this
                                     Series of Units.

                                     The Depositor may exchange Units for a pro
                                     rata portion of the Trust Property subject
                                     only to the following conditions: (i) the
                                     exchange is made with respect to a minimum
                                     Unit Principal Balance of $250,000 and in
                                     $25 integral multiples in excess thereof;
                                     (ii) such exchange is to be effected on any
                                     Distribution Date or any date that is 90
                                     days before or after a Distribution Date
                                     (or the succeeding Business Day if such
                                     date is not a Business Day) with 45 days
                                     notice; (iii) each Swap Counterparty
                                     consents to the exchange and (iv) the
                                     Expense Administrator consents to the
                                     exchange.

Terms of Retained Interest:          Notwithstanding any other provision herein
                                     or in the Standard Terms, the Depositor
                                     retains the right to receive any and all
                                     interest that accrues on the Securities
                                     prior to the Closing Date. The Depositor
                                     will receive such accrued interest on the
                                     first Distribution Date (or redemption date
                                     if earlier) for the Units and such amount
                                     shall be paid from the interest payment
                                     made with respect to the Securities on the
                                     first Distribution Date.

                                     The amount of the Retained Interest is
                                     $1,117,347.

                                     If a Security Default occurs on or prior to
                                     the first Distribution Date and the
                                     Depositor does not receive such Retained
                                     Interest amount in connection with such
                                     Distribution Date, the Depositor will have
                                     a claim for such Retained Interest, and
                                     will share pro rata with holders of the
                                     Units to the extent of such claim in the
                                     proceeds from the recovery on the
                                     Securities.

Call Option Terms:                   Not Applicable.

Security Default:                    The definition of Security Default in the
                                     Standard Terms shall not apply. A "Security
                                     Default" shall mean one of the following
                                     events: (i) the acceleration of the
                                     outstanding Securities under the terms of
                                     the Securities and/or the applicable
                                     Security Agreement and failure to pay the
                                     accelerated amount on the acceleration
                                     date; (ii) the failure of the Security
                                     Issuer (or the Security Guarantor) to pay
                                     an installment of principal of, or any
                                     amount of interest due on, the Securities
                                     after the due date thereof and after the
                                     expiration of any applicable grace period;
                                     (iii) the initiation by the Security Issuer
                                     or Security Guarantor of any proceedings
                                     seeking a judgment of insolvency or
                                     bankruptcy or seeking relief under
                                     bankruptcy or insolvency laws or similar
                                     laws affecting creditor's rights; or (iv)
                                     if not otherwise addressed in (iii), the
                                     passage of thirty (30) calendar days since
                                     the day upon which any person or entity
                                     initiates any proceedings against the
                                     Security Issuer or Security Guarantor
                                     seeking a judgment of insolvency or
                                     bankruptcy or seeking relief under
                                     bankruptcy or insolvency laws or similar
                                     laws affecting creditor's rights and such
                                     proceeding has not been dismissed prior to
                                     such thirtieth day.

Sale of Securities:                  If the Trust must sell the Securities it
                                     holds, the Trust will sell the Securities
                                     through the Selling Agent in accordance
                                     with Section 9.03(b) and the following
                                     terms. The Selling Agent must solicit at
                                     least three bids for all of the Securities
                                     held by the Trust. The Selling Agent must
                                     solicit at least three of such bids from
                                     registered broker-dealers of national
                                     reputation, but additional bids may be
                                     solicited from one or more financial
                                     institutions or other counterparties with
                                     credit worthiness acceptable to the Selling
                                     Agent in its discretion. The Selling Agent
                                     will, on behalf of the Trust, sell the
                                     Securities at the highest bid price
                                     received. None of the Selling Agent, its
                                     affiliates or its agents, may bid for the
                                     Securities. If the Swap Counterparty is not
                                     an affiliate of the Selling Agent, the
                                     Selling Agent will extend a right of first
                                     refusal to each Swap Counterparty to
                                     purchase the Securities at the highest bid
                                     received by the Selling Agent.

                                     If each Swap Counterparty exercises such
                                     right of first refusal, Securities will be
                                     sold to each Swap Counterparty in
                                     proportion to the number of options held by
                                     such Swap Counterparty; provided, that if
                                     only one Swap Counterparty exercises such
                                     right of first refusal, such Swap
                                     Counterparty shall be entitled to purchase
                                     all of the Securities to be sold by the
                                     Selling Agent.

                                     If cash settlement applies and if the Swap
                                     Counterparty exercises any of its call
                                     rights other than in connection with a
                                     redemption of or a self-tender for the
                                     Securities by the Security Issuer (or
                                     extent thereof in the event of an exercise
                                     of call rights in excess of the amount to
                                     be redeemed), a number of Securities
                                     corresponding to the number of call rights
                                     exercised by the Swap Counterparty will be
                                     sold by the Selling Agent on behalf of the
                                     Trust. If the Selling Agent cannot obtain a
                                     bid for the Securities in excess of the
                                     amount specified in the Swap Agreement,
                                     then the Securities will not be sold, the
                                     Swap Counterparty's exercise will be
                                     rescinded (and the Swap Counterparty shall
                                     be entitled to exercise such call rights in
                                     the future) and any related Trust Wind-Up
                                     Event will be deemed not to have occurred.

Additional Issuance of Units:        Upon no less than 5 days' notice to the
                                     Trustee, the Depositor may deposit
                                     additional Securities at any time in
                                     exchange for additional Units in a minimum
                                     aggregate amount of $250,000 (with respect
                                     to the Class A Units issued ) and, if in
                                     excess of such amount, in a $25 integral
                                     multiple in excess thereof (with respect to
                                     the Class A Units issued). The principal
                                     amount of Securities deposited must be in
                                     the same ratio to the Unit Principal
                                     Balance (and Notional Amount with respect
                                     to the Class B Units) of the Units received
                                     for such deposit as the ratio of the
                                     aggregate principal amount of the
                                     Securities deposited on the Closing Date to
                                     the aggregate Unit Principal Balance (and
                                     aggregate Notional Amount with respect to
                                     the Class B Units) on the Closing Date. The
                                     Depositor must either arrange for the Swap
                                     Counterparty and the Trust to increase
                                     proportionally the notional amount under
                                     the Swap Agreement or arrange for an
                                     additional Swap Agreement, with a notional
                                     amount equal to the principal amount of the
                                     additional Securities deposited, to be
                                     entered into between the Trust and an
                                     additional Swap Counterparty (or a
                                     combination of an additional Swap Agreement
                                     and a notional balance increase of the
                                     existing Swap Agreement(s), with the
                                     combined effect of such proportional
                                     increase in the notional amount of the Swap
                                     Agreements). The Depositor must also
                                     arrange the issuance of Class B Units with
                                     a Notional Amount equal to the Unit
                                     Principal Balance of the Class A Units
                                     being issued in connection with an
                                     additional issuance. Any accrued interest
                                     will be reflected in the price of the
                                     additional Units and the Securities. The
                                     Rating Agency Condition must be satisfied
                                     in connection with any such additional
                                     issuance. Each Swap Counterparty must
                                     consent to any additional issuance.

Selling Agent:                       Morgan Stanley & Co. Incorporated.
                                     Notwithstanding any provision of the
                                     Standard Terms to the contrary, any sale of
                                     the Securities shall be conducted by and
                                     through the Selling Agent and not the
                                     Trustee.

Rating Agency Condition:             The definition of Rating Agencies Condition
                                     in the Standard Terms shall not apply.

                                     "Rating Agency Condition": With respect to
                                     any specified action or determination,
                                     means receipt of (i) oral or written
                                     confirmation by Moody's (for so long as the
                                     Units are outstanding and rated by Moody's)
                                     and (ii) written confirmation by S&P (for
                                     so long as the Units are outstanding and
                                     rated by S&P), that such specified action
                                     or determination will not result in the
                                     reduction or withdrawal of their
                                     then-current ratings on the Units;
                                     provided, however, that if the Rating
                                     Agency Condition specified herein is to be
                                     satisfied only with respect to Moody's or
                                     S&P, only clause (i) or clause (ii) shall
                                     be applicable. Such satisfaction may relate
                                     either to a specified transaction or may be
                                     a confirmation with respect to any future
                                     transactions which comply with generally
                                     applicable conditions published by the
                                     applicable rating agency.

Eligible Account:                    The definition of "Eligible Account" in the
                                     Standard Terms shall not apply.

                                     "Eligible Account": A non-interest bearing
                                     account, held in the United States, in the
                                     name of the Trustee for the benefit of the
                                     Trust that is either (i) 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 Aa2
                                     by Moody's, A-1+ and AA by S&P, and, if
                                     rated by Fitch, F1 and AA by Fitch at the
                                     time any amounts are held on deposit
                                     therein including when such amounts are
                                     initially deposited and all times
                                     subsequent or (ii) 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 Unitholders.

Permitted Investments:               The following shall be a Permitted
                                     Investment in addition to the investments
                                     specified in the Standard Terms:

                                     Units of the Dreyfus Cash Management Fund
                                     Investor Shares or any other money market
                                     funds which are rated in the highest
                                     applicable rating category by each Rating
                                     Agency (or such lower rating if the Rating
                                     Agency Condition is satisfied).

Amendment of Trust Agreement:        Section 12.01(a) of the Standard Terms
                                     shall be replaced with the following:

                                     (a) The Trust Agreement may be amended from
                                     time to time by the Depositor and the
                                     Trustee without the consent of any of the
                                     Unitholders, upon delivery by the Depositor
                                     of an Opinion of Counsel acceptable to the
                                     Trustee to the effect that such amendment
                                     will not materially and adversely affect
                                     the interests of any holder of a Class of
                                     Units that is not voting with respect to
                                     such amendment pursuant to Section
                                     12.01(b), for any of the following
                                     purposes: (i) to cure any ambiguity or
                                     defect or to correct or supplement any
                                     provision in the Trust Agreement which may
                                     be defective or inconsistent with any other
                                     provision in the Trust Agreement; (ii) to
                                     provide for any other terms or modify any
                                     other terms with respect to matters or
                                     questions arising under the Trust
                                     Agreement; (iii) to amend the definitions
                                     of Trigger Amount and Maximum Reimbursable
                                     Amount so as to increase, but not decrease,
                                     the respective amounts contained in such
                                     definitions or to otherwise amend or waive
                                     the terms of Section 10.05(b) in any manner
                                     which shall not adversely affect the
                                     Unitholders in any material respect; (iv)
                                     to amend or correct or to cure any defect
                                     with respect to the Trustee Fee or Expense
                                     Administrator's fee; (v) to evidence and
                                     provide for the acceptance of appointment
                                     under the Trust Agreement by a successor
                                     Trustee; or (vi) to add or change any of
                                     the terms of the Trust Agreement as shall
                                     be necessary to provide for or facilitate
                                     the administration of the Trust, including
                                     any amendment necessary to ensure the
                                     classification of the Trust as a grantor
                                     trust for United States federal income tax
                                     purposes; provided, however, that in the
                                     case of any amendment pursuant to any of
                                     clauses (i) through (vi) above, the Rating
                                     Agency Condition shall be satisfied with
                                     respect to such amendment. If more than one
                                     Class of Units has been issued under the
                                     Trust Agreement, the provisions of this
                                     Section 12.01(a) shall apply to each Class
                                     of Units that is not materially and
                                     adversely affected by such amendment.

                                     Section 12.01(c) shall be re-designated
                                     Section 12.01(d).

                                     Section 12.01(b) shall be re-designated
                                     Section 12.01(c).

                                     The following shall constitute Section
                                     12.01(b):

                                     (b) The Trust Agreement may be amended from
                                     time to time by the Depositor and the
                                     Trustee with the consent of a 100% of the
                                     outstanding Unit Principal Balance of each
                                     Class of Units materially and adversely
                                     affected thereby. The Rating Agency
                                     Condition shall be satisfied with respect
                                     to such amendment unless Units representing
                                     100% of the Unit Principal Balance of all
                                     affected Units vote in favor of such
                                     amendment with notice that the Rating
                                     Agency Condition will not be satisfied.

                                     The following shall constitute Section
                                     12.01(e):

                                     (e) For purposes of this Section 12.01,
                                     Schedule III to any Trust Agreement and any
                                     Swap Agreements entered into in connection
                                     with any related Trust shall not be
                                     considered part of the Trust Agreement.
                                     Section 7.02 shall govern action taken
                                     under the Trust Agreement with respect to
                                     any amendments to such Swap Agreements.

Securities Intermediary:             LaSalle Bank National Association acting in
                                     the capacity of securities intermediary.

Additional Representations
Of Trustee and Securities
Intermediary:                        The Unit Account is a "securities account"
                                     within the meaning of Section 8-501 of the
                                     UCC and is held only in the name of the
                                     Trust. The Securities Intermediary is
                                     acting with respect to the Unit Account in
                                     the capacity of a "securities intermediary"
                                     within the meaning of Section 8-102(a)(l4)
                                     of the UCC.

                                     All Securities have been (i) delivered to
                                     the Securities Intermediary pursuant to the
                                     Trust Agreements; (ii) credited to the Unit
                                     Account; and (iii) registered in the name
                                     of the Securities Intermediary or its
                                     nominee, indorsed to the Securities
                                     Intermediary or in blank or credited to
                                     another securities account maintained in
                                     the name of the Securities Intermediary. In
                                     no case will any Securities or other
                                     financial asset credited to a Unit Account
                                     be registered in the name of the Depositor,
                                     payable to the order of the Depositor or
                                     specially indorsed to the Depositor except
                                     to the extent the foregoing have been
                                     specially indorsed to the Securities
                                     Intermediary or in blank.

                                     The Unit Account is an account to which
                                     financial assets are or may be credited,
                                     and the Securities Intermediary shall treat
                                     the Trustee as entitled to exercise the
                                     rights that comprise any financial asset
                                     credited to the account.

                                     The Securities Intermediary hereby agrees
                                     that the Securities credited to the Unit
                                     Account shall be treated as a "financial
                                     asset" within the meaning of Section
                                     8-102(a)(9) of the UCC.

                                     If at any time the Securities Intermediary
                                     shall receive any order from the Trustee
                                     directing the transfer or redemption of any
                                     Securities on deposit in any Unit Account,
                                     the Securities Intermediary shall comply
                                     with such entitlement order without further
                                     consent by the Depositor or any other
                                     Person. The Securities Intermediary shall
                                     take all instructions (including without
                                     limitation all notifications and
                                     entitlement orders) with respect to each
                                     Unit Account solely from the Trustee.

                                     The Securities Intermediary hereby confirms
                                     and agrees that:

                                     (a) There are no other agreements entered
                                     into between the Securities Intermediary
                                     and the Depositor with respect to any Unit
                                     Account;

                                     (b) It has not entered into, and until the
                                     termination of this Agreement will not
                                     enter into, any agreement with any other
                                     Person relating to any Unit Account and/or
                                     any financial assets credited thereto
                                     pursuant to which it has agreed to comply
                                     with entitlement orders (as defined in
                                     Section 8-102(a)(8) of the UCC) of such
                                     other Person; and

                                     (c) It has not entered into, and until the
                                     termination of the Trust Agreements will
                                     not enter into, any agreement with the
                                     Depositor or the Trustee purporting to
                                     limit or condition the obligation of the
                                     Securities Intermediary to comply with
                                     entitlement orders as set forth above

                                     The Trustee hereby represents and warrants
                                     as follows:

                                     (a) The Trustee maintains its books and
                                     records with respect to its securities
                                     accounts in the State of Illinois; and

                                     (b) The Trustee has not granted any lien on
                                     the Securities nor are the Securities
                                     subject to any lien on properties of the
                                     Trustee in its individual capacity; the
                                     Trustee has no actual knowledge and has not
                                     received actual notice of any lien on the
                                     Securities (other than any liens of the
                                     Trustee in favor of the beneficiaries of
                                     the Trust Agreements); other than the
                                     interests of the Unitholders and the
                                     potential interests of the Call Option
                                     holders, the books and records of the
                                     Trustee do not identify any Person as
                                     having an interest in the Securities.

                                     The Trustee makes no representation as to
                                     (i) the validity, legality, sufficiency or
                                     enforceability of any of the Securities or
                                     (ii) the collectability, insurability,
                                     effectiveness or suitability of any of the
                                     Securities.

Additional Depositor
Representations:                     The Depositor hereby represents and
                                     warrants to the Trustee as follows (with
                                     respect to the Closing Date and any
                                     additional issuance):

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

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

                                     (c) The Depositor has not assigned,
                                     pledged, sold, granted a security interest
                                     in or otherwise conveyed any interest in
                                     the Securities (or, if any such interest
                                     has been assigned, pledged or otherwise
                                     encumbered, it has been released), except
                                     such interests granted pursuant to the
                                     Trust Agreements. The Depositor has not
                                     authorized the filing of and is not aware
                                     of any financing statements against the
                                     Depositor that includes a description of
                                     the Securities, other than any such filings
                                     pursuant to the Trust Agreements. The
                                     Depositor is not aware of any judgment or
                                     tax lien filings against Depositor.

Other Terms:                         The Trust shall not merge or consolidate
                                     with any other trust, entity or person and
                                     the Trust shall not acquire the assets of,
                                     or an interest in, any other trust, entity
                                     or person except as specifically
                                     contemplated herein.

                                     The Trustee shall provide to the
                                     Unitholders and the Swap Counterparties
                                     copies of any notices it receives with
                                     respect to a redemption of or self-tender
                                     offer for the Securities or an exercise of
                                     the call rights under the Swap Agreement
                                     and any other notices with respect to the
                                     Securities. The Trustee shall provide to
                                     the Swap Counterparty any notice from the
                                     Securities Issuer regarding an early
                                     redemption of or self-tender offer for the
                                     Securities within two (2) Business Days of
                                     receipt of such notice.

                                     The reference to "B2" in the definition of
                                     Certificate in the Standard Terms shall be
                                     replaced with "Exhibit B2".

                                     The reference to "Section 10.02(ix)" in the
                                     definition of Available Funds in the
                                     Standard Terms shall be replaced with
                                     "Section 10.02(a)(ix)".

                                     The reference to "Section 3.04" in the
                                     definition of Unit Account in the Standard
                                     Terms shall be replaced with "Section
                                     3.05".

                                     The transfer by the Depositor to the
                                     Trustee specified in Section 2.01(a) of the
                                     Standard Terms shall be in trust.

                                     Section 2.06 of the Standard Terms shall be
                                     incorporated herein by inserting "cash in
                                     an amount equal to the premium under the
                                     Swap Agreement and" after the phrase
                                     "constituting the Trust Property," therein.

                                     The reference to "calendar day" in the last
                                     sentence of Section 3.06 of the Standard
                                     Terms shall be replaced with "Business
                                     Day".

                                     Section 4.02(d) of the Standard Terms shall
                                     be incorporated herein by striking "and the
                                     Trustee on behalf of the Unitholders" from
                                     the first sentence of the second paragraph
                                     thereof.

                                     Section 5.03(c) of the Standard Terms shall
                                     be incorporated herein by striking "(if so
                                     required by the Trustee or the Unit
                                     Registrar)" from the first sentence
                                     thereof.

                                     Section 7.01(c)(i) of the Standard Terms
                                     shall be incorporated herein by replacing
                                     the first word thereof ("after") with
                                     "alter".

                                     Section 7.01(c) of the Standard Terms shall
                                     be incorporated herein by inserting "(i)"
                                     between "Securities" and "would" in the
                                     clause that begins "and provided, further,"
                                     and adding at the end of the same sentence
                                     "and (ii) will not alter the classification
                                     of the Trust for Federal income tax
                                     purposes."

                                     Section 7.02 of the Standard Terms shall be
                                     incorporated herein by striking "(i) the
                                     Trustee determines that such amendment will
                                     not adversely affect the interests of the
                                     Unitholders and (ii)" from the first
                                     sentence thereof, inserting "on which it
                                     may conclusively rely" after "Opinion of
                                     Counsel" in such sentence, and striking
                                     "clause (ii)" from the second sentence of
                                     such Section.

                                     For the avoidance of doubt, Section 9.03(c)
                                     of the Standard Terms shall not be
                                     incorporated herein. For the avoidance of
                                     doubt, the Securities may not be
                                     distributed to Unitholders under any
                                     circumstances, other than to the Depositor
                                     exercising exchangeable series rights.

                                     Section 9.03(i) of the Standard Terms shall
                                     be incorporated herein by striking "or
                                     oral" after the phrase "at any time by" in
                                     the third sentence thereof.

                                     Clause (ix) of Section 10.02(a) shall not
                                     apply.

                                     Section 10.02(a)(x) of the Standard Terms
                                     shall be replaced with the following:

                                     (x) the Trustee shall have the power to
                                     sell the Securities and other Trust
                                     Property, in accordance with Article IX and
                                     XI, through the Selling Agent or, if the
                                     Selling Agent shall have resigned or
                                     declined to sell some or all of the
                                     Securities, any broker selected by the
                                     Trustee (at the direction of the Depositor)
                                     with reasonable care, in an amount
                                     sufficient to pay any amount due to the
                                     Swap Counterparty under the Swap Agreement
                                     (including Termination Payments) or
                                     reimbursable to itself in respect of unpaid
                                     Extraordinary Trust Expenses and to use the
                                     proceeds thereof to make such payments
                                     after the distribution of funds or Trust
                                     Property to Unitholders. Any such broker
                                     shall be instructed by the Trustee to sell
                                     such Trust Property in a reasonable manner
                                     designed to maximize the sale proceeds.

                                     Section 10.05(b) of the Standard Terms
                                     shall be incorporated herein by replacing
                                     ", pursuant to the first sentence of this
                                     paragraph" with "the Trustee shall be
                                     indemnified by the Trust, however," in the
                                     last sentence thereof.

                                     Section 10.06(a) of the Standard Terms
                                     shall be incorporated herein by inserting
                                     "or association" after the word
                                     "corporation" in the second sentence
                                     thereof.

                                     Section 10.07(a) of the Standard Terms
                                     shall be incorporated herein by replacing
                                     "notice or resignation" with "notice of
                                     resignation" in the second sentence thereof
                                     and striking the last two sentences
                                     thereof.

                                     Section 10.10(b) of the Standard Terms
                                     shall be incorporated herein by inserting
                                     "The Trustee shall not be liable for the
                                     acts or omissions of any co-trustee." after
                                     the last sentence thereof.

                                     Section 10.14 of the Standard Terms shall
                                     be replaced with the following:

                                     SECTION 10.14. Non-Petition. Prior to the
                                     date that is one year and one day after all
                                     distributions in respect of the Units have
                                     been made, none of the Trustee, the Trust
                                     or the Depositor shall take any action,
                                     institute any proceeding, join in any
                                     action or proceeding or otherwise cause any
                                     action or proceeding against any of the
                                     others under the United States Bankruptcy
                                     Code or any other liquidation, insolvency,
                                     bankruptcy, moratorium, reorganization or
                                     similar law ("Insolvency Law") applicable
                                     to any of them, now or hereafter in effect,
                                     or which would be reasonably likely to
                                     cause any of the others to be subject to,
                                     or seek the protection of, any such
                                     Insolvency Law.

                                     Section 12.01(a) of the Standard Terms
                                     shall be incorporated herein by replacing
                                     "(v)" with "(vi)" in the last proviso
                                     thereof.

                                     Section 12.01(c) of the Standard Terms
                                     shall be incorporated herein by inserting
                                     ", provided at the expense of the party
                                     requesting such amendment," after "Opinion
                                     of Counsel".

                                     Section 12.05 of the Standard Terms shall
                                     be incorporated herein by striking "the
                                     Trustee and" in the last sentence of the
                                     second paragraph thereof.

                                     The reference to "its President, its
                                     Treasurer, or one of its Vice Presidents,
                                     Assistant Vice Presidents or Trust
                                     Officers" in the first sentence of Section
                                     5.02(a) of the Standard Terms shall be
                                     replaced with "a Responsible Officer".

                                     The reference to "the proper officers" in
                                     the second sentence of Section 5.02(a) of
                                     the Standard Terms shall be replaced with
                                     "a Responsible Officer".

                                     The reference to "one of its authorized
                                     signatories" in the first sentence of
                                     Section 5.02(d) of the Standard Terms shall
                                     be replaced with "a Responsible Officer".

                                     The reference to the "Trust" in the first
                                     sentence of Section 5.08(b) of the Standard
                                     Terms shall be replaced with the "Trustee".

                                     References to D&P in the Standard Terms
                                     shall be incorporated as references to
                                     Fitch Inc. ("Fitch").



<PAGE>


                                   Schedule II
                            (Terms of Trust Property)

Securities:                          Sprint Capital Corporation 8.750%
                                     debentures due March 15, 2032

Security Issuer:                     Sprint Capital Corporation

                                     For so long as the Security Issuer
                                     qualifies as a "finance subsidiary" under
                                     Rule 3-10(b)(7) under Regulation S-X, the
                                     Security Issuer will be treated as an
                                     Eligible Issuer if (i) it is an Eligible
                                     Issuer or (ii) it is a wholly owned
                                     subsidiary (direct or indirect) of an
                                     Eligible Issuer who fully and
                                     unconditionally guarantees the Securities.
                                     If the Security Issuer ceases at any time
                                     to qualify as a finance subsidiary, the
                                     Security Issuer will be treated as an
                                     Eligible Issuer only if (i) it is an
                                     Eligible Issuer, or (ii) (A) it is a wholly
                                     owned subsidiary (direct or indirect) of an
                                     Eligible Issuer who fully and
                                     unconditionally guarantees the Securities
                                     and (B) the Security Guarantor provides the
                                     information required by Rule 3-10(c) under
                                     Regulation S-X.

Security Guarantor:                  Sprint Corporation

                                     The Securities are guaranteed by the
                                     Security Guarantor under the Security
                                     Agreement.

Principal Amount:                    $30,000,000

Security Rate:                       8.750%

Credit Ratings:                      Baa3 by Moody's, negative outlook

                                     BBB- by S&P

                                     Moody's has indicated that it has a
                                     negative outlook for the rating of the
                                     Security Issuer. A negative outlook means
                                     that Moody's has indicated that its rating
                                     of the Security Issuer may be lowered over
                                     the intermediate to longer term.

Listing:                             None

Security Agreement:                  An indenture dated as of October 1, 1998
                                     between the Security Issuer and the
                                     Security Trustee as supplemented and
                                     amended from time to time.

Form:                                Global

Currency of
Denomination:                        United States dollars

Acquisition Price by Trust:          $29,348,000

Security Payment Date:               Each March 15 and September 15

Original Issue Date:                 The Securities were originally issued in a
                                     private placement transaction on or about
                                     March 14, 2002, in a principal amount of
                                     $2,000,000,000. The Security Issuer offered
                                     to exchange the entire $2,000,000,000 of
                                     Securities in an exchange offer for
                                     publicly registered securities that closed
                                     on or about June 11, 2002.

Maturity Date:                       March 15, 2032

Sinking Fund Terms:                  Not Applicable

Redemption Terms:                    The Securities are redeemable at any time,
                                     subject to a make-whole payment, if any,
                                     calculated at the time of redemption.

CUSIP No.:/ISIN No.                  852060AT9

Security Trustee:                    Bank One, N.A.

Available Information Regarding the
Security Issuer (if other than U.S.
Treasury obligations):               The Security Guarantor is subject to the
                                     informational requirements of the
                                     Securities Exchange Act of 1934, as
                                     amended, and in accordance therewith files
                                     reports and other information with the
                                     Securities and Exchange Commission (the
                                     "Commission"). Such reports and other
                                     information can be inspected and copied at
                                     the public reference facilities maintained
                                     by the Commission at 450 Fifth Street,
                                     N.W., Washington, D.C. 20549 and at the
                                     following Regional Offices of the
                                     Commission: Woolworth Building, 233
                                     Broadway, New York, New York 10279, and
                                     Northwest Atrium Center, 500 West Madison
                                     Street, Chicago, Illinois 60661. Copies of
                                     such materials can be obtained from the
                                     Public Reference Section of the Commission
                                     at 450 Fifth Street, N.W., Washington,
                                     District of Columbia 20549 at prescribed
                                     rates.


<PAGE>

                                  Schedule III
                              (Call Option Confirm)

                                                                  MORGAN STANLEY


--------------------------------------------------------------------------------
Date:   February 19, 2003

To:     SATURNS Trust No. 2003-2         From:      Morgan Stanley & Co.
                                                    International Limited

Attn:   Asset-Backed Securities Group    Contact:   Chris Boas
        SATURNS Trust No. 2003-2

Fax:    312-904-2084                     Fax:       212-761-0406

Tel:    312-904-9387                     Tel:       212-761-1395
--------------------------------------------------------------------------------

Re: Bond Option Transaction. MS Reference Number SQ249

         The purpose of this letter agreement is to confirm the terms and
conditions of the Transaction entered into between you and Morgan Stanley & Co.
International Limited ("MSIL"), with Morgan Stanley & Co. Incorporated
("MS&Co."), as agent, on the Trade Date specified below (the "Transaction").
This letter agreement constitutes a "Confirmation" as referred to in the
Agreement below.

         The definitions and provisions contained in the 1997 ISDA Government
Bond Option Definitions as published by the International Swaps and Derivatives
Association, Inc. ("ISDA") are incorporated into this Confirmation and this
transaction shall be deemed a "Government Bond Option Transaction" for purposes
of such definitions. In the event of any inconsistency between those definitions
and this Confirmation, this Confirmation will govern.

         1. This Confirmation supplements, forms a part of, and is subject to,
the ISDA Master Agreement dated as of the date hereof, as amended and
supplemented from time to time (the "Agreement"), between you and us. All
provisions contained in the Agreement govern this Confirmation except as
expressly modified below.

         2. The terms of the particular Transaction to which this Confirmation
relates are as follows:

I. General Terms

Trade Date:                         February 19, 2003

Option Style:                       American

Option Type:                        Call

Buyer:                              MSIL ("Party A")

Seller:                             SATURNS Trust No. 2003-2 ("Party B")

Bonds:                              The obligation identified as follows:
                                    Bond Issuer:     Sprint Capital Corporation
                                    Issue:           8.750% debentures due 2032
                                    CUSIP:           852060AT9
                                    Coupon:          8.750%
                                    Maturity Date:   March 15, 2032
                                    Face Amount
                                     Purchased:      USD 30,000,000


Premium:                            USD $75,000

Premium Payment Date:               February 19, 2003

Number of Options:                  30,000

Option Entitlement:                 USD 1,000 of face amount of the Bonds per
                                    Option.

Strike Price:                       (i) For any Exercise Date prior to February
                                    19, 2008, the redemption price of the Bonds
                                    including any make-whole amount (expressed
                                    as a percentage) subject to a maximum of
                                    110%, in the case of an exercise related to
                                    a redemption, or 106%, in the case of an
                                    exercise related to a self-tender by the
                                    Bond Issuer for Bonds held by the Trust, in
                                    each case of the corresponding portion of
                                    the face amount of the Bonds but exclusive
                                    of accrued interest on the Bonds or (ii) for
                                    any Exercise Date on or after February 19,
                                    2008, 100% of the face amount of the Bonds
                                    exclusive of accrued interest.

Calculation Agent:                  Party A

II. Exercise Terms

Automatic Exercise:                 Inapplicable

Exercise Period:                    Any Business Day from, and including, 9:00
                                    a.m. (New York time) on February 19, 2008,
                                    to, and including, the Expiration Time on
                                    the Expiration Date; provided, however, the
                                    Exercise Period shall also include any
                                    Business Day prior to February 19, 2008, if
                                    notice of redemption or self-tender has been
                                    delivered by the Bond Issuer as to Bonds
                                    held by the Trust.

Exercise Date:                      For each Option exercised, the day during
                                    the Exercise Period on which that Option is
                                    exercised.

Rescission of Exercise:             Party A may rescind its notice of exercise
                                    at any time prior to the Settlement Date by
                                    providing notice of rescission to Party B.

                                    If Cash Settlement applies and if Party B
                                    cannot obtain a bid for the Bonds held by it
                                    in excess of the Strike Price together with
                                    accrued interest on the Bonds, then Party
                                    A's notice of exercise shall be rescinded;
                                    provided that this provision shall not apply
                                    in connection with a redemption. If Cash
                                    Settlement applies and Party A exercises its
                                    Options in connection with a self-tender for
                                    settlement prior to February 19, 2008, Party
                                    A's notice of exercise shall be
                                    automatically rescinded if the price offered
                                    by the Bond Issuer does not exceed the
                                    Strike Price together with accrued interest
                                    on the Bonds.

                                    Upon any rescission of exercise (whether
                                    pursuant to the foregoing sentence or
                                    otherwise) the Options for which notice of
                                    exercise was given and for which exercise
                                    was rescinded shall continue in full force
                                    and effect without regard to such provision
                                    of notice.

                                    Any Options exercised under this Transaction
                                    may be deemed rescinded to the extent so
                                    provided under Schedule I to the Trust
                                    Agreement.

Multiple Exercise:                  Applicable

Minimum Number of Options:          1

Written Confirmation of Exercise:   Applicable. Buyer shall give exercise notice
                                    which may be given orally (including by
                                    telephone) during the Exercise Period but no
                                    later than the Notification Date. Buyer will
                                    execute and deliver a written exercise
                                    notice confirming the substance of such oral
                                    notice, however, failure to provide such
                                    written notice will not affect the validity
                                    of the oral notice.

Limitation on Rights of MSIL:       Buyer may, by written notice thereof to
                                    Seller, delegate its rights to provide a
                                    notice of exercise hereunder to a third
                                    party (the "Third Party"). Any such
                                    delegation will be irrevocable by Buyer
                                    without the written consent of the Third
                                    Party. Any such Third Party will have the
                                    same rights and obligations regarding
                                    providing notice of exercise hereunder as
                                    the Buyer had prior to such delegation.
                                    While any such delegation is effective,
                                    Seller will only recognize a notice of
                                    exercise that is provided by the Third
                                    Party.

Notification Date:                  The Swap Counterparty may give notice of its
                                    intention to exercise the call rights under
                                    the Swap Agreement on not less than 15 or
                                    more than 60-calendar days' notice. The Swap
                                    Counterparty may give notice of its
                                    intention to exercise its call rights under
                                    the Swap Agreement with respect to Bonds
                                    held by the Trust as to which the Bond
                                    Issuer has given notice of its intention to
                                    redeem or notice of a self-tender with two
                                    business days notice prior to the settlement
                                    of exercise but no later than 4:00 p.m. New
                                    York time on the second Business Day
                                    immediately preceding the scheduled
                                    settlement of the redemption or self-tender.

Limited Right to Confirm Exercise:  Inapplicable

Expiration Date:                    March 15, 2029

Expiration Time:                    4:00 p.m. New York time

Business Days:                      New York and Chicago

III. Settlements:

Settlement:                         Cash Settlement if MSIL is Party A or if the
                                    Options are exercised in connection with a
                                    redemption or self-tender; otherwise
                                    Physical Settlement. Party A will notify
                                    Party B separately regarding the clearance
                                    system details for Physical Settlement.

Spot Price (Cash Settlement Only):  The cash proceeds received by Party B in
                                    connection with sale of the Bonds by Party
                                    B, excluding any amounts in respect of
                                    accrued interest. In the event of a
                                    redemption or self-tender by the Bond
                                    Issuer, the redemption price or self tender
                                    price, as applicable, paid by the Bond
                                    Issuer, excluding accrued interest.

Cash Settlement Amount (Cash        The Cash Settlement Amount shall be adjusted
Settlement Only):                   to reflect the Additional Payment Obligation
                                    of Party A.

Bond  Payment (Physical             The Bond Payment shall also include the
Settlement Only):                   Additional Payment Obligation of Party A.

Deposit  of  Bond  Payment          Party A must deposit the Bond Payment with
(Physical Settlement Only):         the Trustee on the Business Day prior to the
                                    Exercise Date. The Bonds are to be delivered
                                    "free" to Party A.


Additional Payment Obligation       To the Expense  Administrator (the "Expense
of Party A:                         Administrator Payment Obligation"):

                                    If the Bond Issuer has not given notice of
                                    redemption in connection with the exercise
                                    of Options hereunder and if any such
                                    exercise is an exercise of less than all
                                    Options remaining unexercised hereunder,
                                    Party A shall pay to the Expense
                                    Administrator an amount equal to the present
                                    value of a stream of payments equal to
                                    $6,510 payable on each payment date for the
                                    Bonds until the maturity of the Bonds
                                    discounted at a rate of 5% per annum on the
                                    basis of a 360 day year consisting of twelve
                                    30 day months from the date of such exercise
                                    until the Scheduled Final Distribution Date
                                    (as defined in the Trust Agreement),
                                    assuming for this purpose that the Trust (as
                                    defined in the Trust Agreement) is not
                                    terminated prior to the Scheduled Final
                                    Distribution Date, multiplied by the Option
                                    Entitlement multiplied by the number of
                                    Options exercised and divided by
                                    $30,000,000.

                                    To Party B for Payment on the Class B Units
                                    (the "Class B Unit Payment Obligation"):

                                    Upon any exercise hereunder, Party A shall
                                    pay to Party B, for distribution with
                                    respect to the Class B Units outstanding
                                    under the Trust Agreement, the Class B
                                    Present Value Amount (as defined in the
                                    Trust Agreement).

Settlement Date:                    For Cash Settlement, as applicable, the
                                    Business Day of settlement of the sale of
                                    the Bonds by Party B or the Business Day of
                                    settlement of a redemption of Bonds by the
                                    Bond Issuer. For Physical Settlement, the
                                    Exercise Date.


         3. Additional Definitions.

         "Expense Administrator" means LaSalle Bank National Association acting
pursuant to the "Expense Administration Agreement".

         "Trust Agreement" means the trust agreement dated as of the date hereof
between the MS Structured Asset Corp. and LaSalle Bank National Association.

         4. Representations. Morgan Stanley & Co. Incorporated is acting as
agent for both parties but does not guarantee the performance of Party A.

         5. Additional Termination Event. As set forth in the Agreement, a Trust
Wind-Up Event will result in an Additional Termination Event under the Agreement
with respect to which Party B shall be the Affected Party and this Transaction
shall be an Affected Transaction. A redemption by the Bond Issuer of a portion
of the Bonds held by Party B will result in a partial Additional Termination
Event to the extent of the Bonds being so redeemed (or, to the extent there are
multiple Swap Counterparties, to such portion of the Bonds being redeemed
allocable to the options held by Party A) if Party A does not exercise Options
hereunder corresponding to such Bonds.

         6. Swap Termination Payments. In the event an Early Termination Date is
designated with respect to which this Transaction is an Affected Transaction,
there shall be payable to Party A as a termination payment for each option so
terminated in lieu of the termination payment determined in accordance with
Section 6(e) of the Agreement, the amount specified as the Swap Termination
Payment in the Trust Agreement.

         7. Assignment. The rights under this Confirmation and the Agreement may
be assigned at any time and from time to time in whole or in part; provided that
the Rating Agency Condition (as defined in the Trust Agreement) is satisfied
with respect to such assignment and any transfer. The transferee in any such
assignment or transfer must be a qualified institutional buyer as defined in
Rule 144A under the Securities Act of 1933, as amended.

         8. Account Details.

Payments to Party A:            Citibank, N.A., New York
                                SWIFT BIC Code: CITIUS33
                                ABA No.  021 000 089
                                FAO: Morgan Stanley & Co. International Limited
                                Account No. 3042-1519

Operations Contact:             Barbara Kent
                                Tel  212-537-1449
                                Fax  212-537-1868

Payments to Party B:            LaSalle Bank, Chicago, Illinois
                                ABA No. 071 000 505
                                Reference:  SATURNS 2003-2
                                Unit Account / AC-2090067/
                                Account No.: 67-9163-709

Operations Contact:             Andy Streepey
                                Tel:  312-904-9387
                                Fax: 312-904-2084

<PAGE>
                                                                  MORGAN STANLEY


         Please confirm that the foregoing correctly sets forth the terms of our
agreement MS Reference Number SQ249 by executing this Confirmation and returning
it to us.

Best Regards,

MORGAN STANLEY & CO. INTERNATIONAL LIMITED


BY: /s/ Chris Boas
    -----------------------
    Name:  Chris Boas
    Title: Attorney in fact

Acknowledged and agreed as of the date first written above:

SATURNS TRUST NO. 2003-2
BY:  LaSalle Bank National Association,
      solely as Trustee and not in its individual capacity.


BY: /s/ Ann M. Kelly
    -----------------------
    Name:  Ann M. Kelly
    Title: Assistant Vice President


MORGAN STANLEY & CO. INCORPORATED hereby agrees to and
acknowledges its role as agent for both parties in accordance with
the Schedule to the Agreement.


BY: /s/ John Kehoe
    -----------------------
    Name:  John Kehoe
    Title: Attorney in fact