SERIES SUPPLEMENT

                          TRUST CERTIFICATES (TRUCs)

                              SERIES 2001-3 TRUST

                                    between

                         BEAR STEARNS DEPOSITOR INC.,

                                 as Depositor

                                      and

                     U.S. BANK TRUST NATIONAL ASSOCIATION,

                                  as Trustee

                          TRUST CERTIFICATES (TRUCs)

                           Dated as of July 12, 2001

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                               TABLE OF CONTENTS

                                                                         Page

SECTION 1.   INCORPORATION OF STANDARD TERMS................................1

SECTION 2.   DEFINITIONS....................................................1

SECTION 3.   DESIGNATION OF TRUST AND CERTIFICATES..........................6

SECTION 4.   TRUST CERTIFICATES.............................................8

SECTION 5.   DISTRIBUTIONS..................................................8

SECTION 6.   TRUSTEE'S FEES................................................10

SECTION 7.   REDEMPTION UPON EXERCISE OF CALL WARRANTS.....................10

SECTION 8.   EVENTS OF DEFAULT.............................................11

SECTION 9.   MISCELLANEOUS.................................................12

SECTION 10.  GOVERNING LAW.................................................15

SECTION 11.  COUNTERPARTS..................................................15

SECTION 12.  TERMINATION OF THE TRUST......................................15

SECTION 13.  SALE OF UNDERLYING SECURITIES.................................15

SECTION 14.  AMENDMENTS....................................................15

SECTION 15.  VOTING OF UNDERLYING SECURITIES, MODIFICATION OF
               INDENTURE...................................................15

SCHEDULE I   SERIES 2001-3 UNDERLYING SECURITIES SCHEDULE
EXHIBIT A-1  FORM OF TRUST CERTIFICATE CLASS A-1



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<PAGE>

                               SERIES SUPPLEMENT

                          TRUST CERTIFICATES (TRUCs)

                           TRUCs Series 2001-3 TRUST

          SERIES SUPPLEMENT, Series 2001-3, dated as of July 12, 2001 (the
"Series Supplement"), by and between BEAR STEARNS DEPOSITOR INC., as Depositor
(the "Depositor"), and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee (the
"Trustee").

                             W I T N E S S E T H:

          WHEREAS, the Depositor desires to create the Trust designated herein
(the "Trust") by executing and delivering this Series Supplement, which shall
incorporate the terms of the Standard Terms for Trust Agreements, dated as of
June 19, 2001 (the "Standard Terms"; together with this Series Supplement, the
"Trust Agreement"), by and between the Depositor and the Trustee, as modified
by this Series Supplement;

          WHEREAS, the Depositor desires to deposit the Underlying Securities
set forth on Schedule I attached hereto (the "Underlying Securities Schedule")
and the Call Warrants into the Trust;

          WHEREAS, in connection with the creation of the Trust and the
deposit therein of the Underlying Securities and the Call Warrants, it is
desired to provide for the issuance of a series of trust certificates
evidencing undivided interests in the Trust; and

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

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

     Section 1. Incorporation of Standard Terms. Except as otherwise provided
herein, all of the provisions of the Standard Terms are hereby incorporated
herein by reference in their entirety, and this Series Supplement and the
Standard Terms shall form a single agreement between the parties. In the event
of any inconsistency between the provisions of this Series Supplement and the
provisions of the Standard Terms, the provisions of this Series Supplement
will control with respect to the Series 2001-3 Certificates and the
transactions described herein.

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

<PAGE>

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

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

     "Call Date" shall mean any date occurring on or after July 12, 2006.

     "Call Price" shall mean, for each related Call Date, 97.721923% of the
outstanding principal amount of the Underlying Securities to be called on such
Call Date rounded upwards to the nearest whole multiple of $25.00, plus in
each case any accrued and unpaid interest on such Underlying Securities to but
excluding the Call Date.

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

     "Call Rights" shall mean the rights to purchase in whole or in part at
the Call Price the Underlying Securities pursuant to the Call Warrants.

     "Call Warrants" shall mean, collectively, that certain call warrant on
the Underlying Securities issued under the Warrant Agent Agreement.

     "Certificate Account" shall mean the Certificate Account established as
specified in the Standard Terms with respect to the Series 2001-3 Certificates
and which account shall not apply to or be used in connection with any other
Series.

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

     "Class A-1 Certificates" shall mean the Certificates, so designated in
Section 3(a), to be issued by the Trust representing a proportionate undivided
beneficial ownership interest in certain distributions to be made by the Trust
and having the characteristics described herein.

     "Class A-2 Certificates" shall mean the Certificates, so designated in
Section 3(a), to be issued by the Trust representing a proportionate undivided
beneficial ownership interest in certain distributions to be made by the Trust
and having the characteristics described herein.

     "Closing Date" shall mean July 12, 2001.

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



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<PAGE>

     "Corporate Trust Office" shall mean the office of U.S. Bank Trust
National Association located at 100 Wall Street, Suite 1600, New York, New
York 10005.

     "Currency" shall mean United States Dollars.

     "Depository" shall mean The Depository Trust Company.

     "Distribution Date" shall mean June 1 and December 1 of each year (or if
such date is not a Business Day, the next succeeding Business Day), commencing
on December 1, 2001 and ending on the Final Scheduled Distribution Date.

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

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

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

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

     "Final Scheduled Distribution Date" shall mean December 1, 2095.

     "Indenture" shall mean the indenture pursuant to which the Underlying
Securities were issued.

     "Interest Accrual Period" shall mean for any Distribution Date, the
period from and including the preceding Distribution Date (or in the case of
the first Interest Accrual Period, from and including July 12, 2001) to but
excluding the current Distribution Date.

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

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

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

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

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



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<PAGE>

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

     "Prospectus Supplement" shall mean the Prospectus Supplement, dated June
25, 2001, relating to the Certificates.

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

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

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

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

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

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

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

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

     "Rights Holders" shall mean the holders of the Call Rights.

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

     "Series" shall mean Series 2001-3.

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

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

     "Underlying Securities" shall mean $26,000,000 aggregate principal amount
of 7.00% Debentures due 2095 issued by the Underlying Securities Issuer, as
set forth on Schedule I attached hereto (subject to Section 3(d) hereof).

     "Underlying Securities Guarantor" shall mean BellSouth Corporation.

     "Underlying Securities Issuer" shall mean BellSouth Telecommunications,
Inc.

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



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<PAGE>

     "Underwriters" shall mean Bear Stearns & Co. Inc., an affiliate of the
Depositor, Prudential Securities Incorporated and Charles Schwab & Co. Inc.

     "Voting Rights" shall, in the entirety, unless otherwise set forth
herein, be allocated among all Certificateholders in proportion to the then
unpaid principal amounts of their respective Certificates.

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

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

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

          "Accounting Date"

          "Administrative Fees"

          "Advance"

          "Allowable Expense Amounts"

          "Basic Documents"

          "Calculation Agent"

          "Call Premium Percentage"

          "Credit Support"

          "Credit Support Instrument"

          "Credit Support Provider"

          "Cut-off Date"

          "Eligible Expense"

          "Exchange Rate Agent"

          "Fixed Pass-Through Rate"

          "Floating Pass-Through Rate"

          "Guaranteed Investment Contract"

          "Letter of Credit"


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<PAGE>

          "Limited Guarantor"

          "Limited Guaranty"

          "Minimum Wire Denomination"

          "Notional Amount"

          "Pass-Through Rate"

          "Place of Distribution"

          "Purchase Price"

          "Required Premium"

          "Required Principal"

          "Requisite Reserve Amount"

          "Retained Interest"

          "Sale Procedures"

          "Sub-Administration Account"

          "Sub-Administration Agreement"

          "Sub-Administration Agent"

          "Surety Bond"

          "Swap Agreement"

          "Swap Counterparty"

          "Swap Distribution Amount"

          "Swap Guarantee"

          "Swap Guarantor"

          "Swap Receipt Amount"

          "Swap Termination Payment"

     Section 3. Designation of Trust and Certificates. The Trust created
hereby shall be known as the "Trust Certificates (TRUCs), Series 2001-3
Trust." The Certificates evidencing certain undivided ownership interests
therein shall be known as "Trust Certificates (TRUCs),




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<PAGE>

Series 2001-3." The Certificates shall consist of the Class A-1 Certificates
and the Class A-2 Certificates (together, the "Certificates").

     (a) The Class A-1 Certificates shall be held through the Depository in
book-entry form and shall be substantially in the form attached hereto as
Exhibit A-1. The Class A-1 Certificates shall be issued in denominations of
$25. The Class A-2 Certificates shall be issued as uncertificated securities
having the rights and interests set forth herein and shall be issued in a
single denomination equal to their initial Certificate Principal Balance.
Except as provided in the Standard Terms and in paragraph (d) in this Section,
the Trust shall not issue additional Certificates or incur any indebtedness.
The holder of the Class A-2 Certificates shall for so long as such
Certificates are outstanding be the Rights Holders and the transferability of
the Class A-2 Certificates shall be subject to and governed by the provisions
of the Warrant Agent Agreement. In the event that there is more than one
Rights Holder, the Class A-2 Certificates shall be deemed held by each Rights
Holder, with each Rights Holder owning its pro rata share (based on the ratio
of the total number of Call Warrants held by such Rights Holder to the total
number of Call Warrants outstanding) of the Class A-2 Certificates. Section
5.02 of the Standard Terms shall not apply to the Class A-2 Certificates.

     (b) The Class A-1 Certificates have an initial aggregate Certificate
Principal Amount of $25,407,700.00. The Class A-2 Certificates have an initial
Certificate Principal Amount of $592,300.00.

     (c) The holders of the Class A-1 Certificates will be entitled to receive
on each Distribution Date the interest, if any, received on the Underlying
Securities, to the extent necessary to pay interest at a rate of 7.125% per
annum on the outstanding Certificate Principal Amount of the Class A-1
Certificates. The Class A-2 Certificates do not bear interest. On December 1,
2001, the Trustee will pay to the Depositor the amount of interest accrued on
the Underlying Securities from June 1, 2001 to but not including the Closing
Date, to the extent such amount is paid on the Underlying Securities on such
date (and to the extent that the amount of such interest accrued on the
Underlying Securities from the Closing Date to but not including December 1,
2001 has been fully paid).

     (d) The Depositor may sell to the Trustee additional Underlying
Securities on any date hereafter upon at least 3 Business Days notice to the
Trustee and upon (i) satisfaction of the Rating Agency Condition and (ii)
delivery of an Opinion of Counsel to the effect that the sale of such
additional Underlying Securities will not materially increase the likelihood
that the Trust would fail to qualify as a grantor trust under the Code or
cause the Trust to be required to register as an "investment company" as such
term is defined in the Investment Company Act of 1940. Upon such sale to the
Trustee, the Trustee shall deposit such additional Underlying Securities in
the Certificate Account, and shall authenticate and deliver to the Depositor
or its order Class A-1 Certificates in a Certificate Principal Amount, that is
an integral multiple of $25.00 and is at least equal to 97.721923% of the
principal amount of such additional Underlying Securities, and without further
action the Certificate Principal Amount of the Class A-2 Certificates shall
increase by the difference between the principal amount of such additional
Underlying Securities and the increase in the Certificate Principal Amount of
the Class A-1 Certificates. Any such additional Certificates authenticated and
delivered or otherwise issued shall have the same terms



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<PAGE>

and rank pari passu with the corresponding classes of Certificates previously
issued in accordance with this Series Supplement.

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

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

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

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

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

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

               (2) second, to the holders of the Class A-1 Certificates,
          interest accrued and unpaid on such Class; and

               (3) third, to the Depositor for the payment of Trust expenses
          but in an amount not to exceed $9,701 in any calendar year; and

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

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

               (2) second, to the holders of the Class A-1 Certificates until
          the Certificate Principal Amount thereof has been reduced to zero;
          and

               (3) third, to the holders of the Class A-2 Certificates until
          the Certificate Principal Amount thereof has been reduced to zero.

     (b) Notwithstanding any other provision hereof (other than Section 3(c))
if the Underlying Securities are redeemed, prepaid or liquidated in whole or
in part for any reason (including, without limitation, an Event of Default)
other than at their maturity, the Trustee shall apply Available Funds on the
related Distribution Date (or Special Distribution Date, if applicable) in the
same order of priority as is set forth in Section 5(a). In the event of any
payment on any such date of less than all of the outstanding Class A-1
Certificates, the Class A-1 Certificates to be retired will be selected by the
Trustee or DTC by lot.



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<PAGE>

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

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

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

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



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<PAGE>

     (g) [Reserved].

     (h) Notwithstanding Section 3.12 of the Standard Terms, if the Underlying
Securities Guarantor ceases to file periodic reports as required under the
Exchange Act, the Depositor shall within 5 Business Days instruct the Trustee
to sell the Underlying Securities and distribute the proceeds of such sale to
the Certificateholders in accordance with the order of priority set forth in
Section 5(a) provided, however, the Depositor shall not instruct the Trustee
to distribute or sell the Underlying Securities pursuant to this clause unless
the Underlying Securities Guarantor has either (x) stated in writing that it
intends permanently to cease filing reports required under the Exchange Act or
(y) failed to file any required reports for one full calendar year.

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

     (b) Extraordinary Expenses shall not be paid out of the Trust Property
unless all the Certificateholders of each of Class A-1 Certificates then
outstanding have voted to require the Trustee to incur such Extraordinary
Expenses. The Trustee may incur other Extraordinary Expenses if any lesser
percentage of the Certificateholders requesting such action pursuant hereto
reimburse the Trustee for the cost thereof from their own funds in advance. If
Extraordinary Expenses are not approved unanimously as set forth in the first
sentence of this Section 6(b), such Extraordinary Expenses shall not be an
obligation of the Trust, and the Trustee shall not file any claim against the
Trust therefor notwithstanding failure of certificateholders to reimburse the
Trustee.

     Section 7. Redemption Upon Exercise of Call Warrants.

     (a) [Reserved].

     (b) On any Call Date, Class A-1 Certificates shall be redeemed at par
plus accrued and unpaid interest on the Class A-1 Certificates upon receipt by
the Trustee of the Call Price on or prior to such Call Date. On any Call Date
on which one or more of the Rights Holders duly exercises less than all of the
Call Warrants then outstanding, the Class A-1 Certificates shall be redeemed
in part and the Class A-1 Certificates to be redeemed will be selected by the
Trustee or DTC by lot and will be paid for on the Call Date.

          (i) Any Rights Holder, in order for it to exercise its Call Rights
     in whole or in part, shall provide notice to the Trustee (a "Call
     Request") no more than 60 or less than 35 days prior to any Call Date,
     that it is exercising its Call Rights on such Call Date, indicating the
     principal amount of Underlying Securities as to which such call will be
     exercised.



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<PAGE>

          (ii) Deliveries of the Underlying Securities purchased on any Call
     Date by a Rights Holder (the "Purchaser") will only be made against
     payment by the Purchaser of the Call Price with respect to such
     Underlying Securities in immediately available funds. Such payment must
     occur no later than 10:00 a.m. New York City time on the Call Date. In
     the event that the Purchaser fails to make such payment by such time (a
     "Purchase Default"), the sale shall be voided and the exercise of Call
     Rights will be deemed not to be effective with respect to such Call Date,
     and the Certificates and the Call Rights shall continue to remain
     outstanding. Subject to receipt of the Call Price as aforesaid on any
     Call Date, the Trustee shall pay the corresponding redemption price set
     forth in clause (b), above, to the Class A-1 Certificateholders on such
     Call Date.

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

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

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

          (vi) The Rights Holder shall initially be the Depositor and such
     Call Rights may be transferred to one or more holders. However, the
     Trustee is under no obligation to recognize any notice of transfer unless
     it is signed by the transferor and the transferee.

          (vii) Any exercise of Call Rights by a Rights Holder must be in a
     minimum principal amount of Underlying Securities equal to $500,000 and
     integral multiples of $500,000 in excess thereof.

          (viii) The exercise of a Call Warrant shall constitute the
     redemption by the Trust of the Class A-2 Certificates deemed held in
     connection with such Call Warrant by the exercising Rights Holder;
     provided, that no payment shall be made on such Class A-2 Certificate by
     the Trust in connection with such redemption.

          (ix) Any exercise of Call Rights by a Rights Holder must include a
     certification by the Rights Holder that it is solvent as of the Call
     Date.

     Section 8. Events of Default.

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



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<PAGE>

     Section 9. Miscellaneous.

     (a) The provisions of Section 4.04, Advances, of the Standard Terms shall
not apply to the Series 2001-3 Certificates.

     (b) The provisions of Section 4.07, Optional Exchange, of the Standard
Terms shall not apply to the Series 2001-3 Certificates.

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

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

     (e) The provisions of Section 3.07(d) of the Standard Terms shall not
apply to the Series 2001-3 Certificates.

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

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

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

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

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

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



                                      12
<PAGE>

     (l) In relation to Section 7.01(f) of the Standard Terms, any periodic
reports filed by the Trustee pursuant to the Securities and Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder, in
accordance with the customary practices of the Depositor, need not contain any
independent reports.

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

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

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




                                      13
<PAGE>

If to the Depositor, to:

               Bear Stearns Depositor Inc.
               245 Park Avenue
               New York, NY 10167
               Attention:  Ranada Fergerson
               Telephone:  (212) 272-3352
               Facsimile:  (212) 272-4933

If to the Trustee, to:

               U.S. Bank Trust National Association
               100 Wall Street, Suite 1600
               New York, New York  10005
               Attention: David Kolibachuk
               Telephone:  (212) 361-2459
               Facsimile:  (212) 809-5459

If to the Rating Agencies, to:

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

and to:

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

If to the New York Stock Exchange, to:

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



                                      14
<PAGE>




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

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

     Section 12. Termination of the Trust. The Trust shall terminate upon the
earliest to occur of (i) the payment in full at maturity or sale by the Trust
after a payment default on or an acceleration or other early payment of the
Underlying Securities and the distribution in full of all amounts due to the
Class A-1 and Class A-2 Certificateholders; (ii) the payment in full of the
Class A-1 Certificates upon exercise of all of the issued Call Rights under
Section 7(b); and (iii) the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.

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

     Section 14. Amendments. Notwithstanding anything in the Trust Agreement
to the contrary, in addition to the other restrictions on modification and
amendment contained therein, the Trustee shall not enter into any amendment or
modification of the Trust Agreement which would adversely affect in any
material respect the interests of the holders of any class of Certificates
without the consent of the holders of 100% of such class of Certificates;
provided, however, that no such amendment or modification will be permitted
which would alter the status of the Trust as a grantor trust for federal
income tax purposes. Further, no amendment shall be permitted which would
adversely affect in any material respect the interests of the Class A-1
Certificateholders unless the Rating Agency Condition is satisfied with
respect to such amendment.

     Section 15. Voting of Underlying Securities, Modification of Indenture.
The Trustee, as holder of the Underlying Securities, has the right to vote and
give consents and waivers in respect of the Underlying Securities as permitted
by the Depository and except as otherwise limited by the Trust Agreement. In
the event that the Trustee receives a request from the Depository, the
Underlying Securities Trustee or the Underlying Securities Issuer for its
consent to any amendment, modification or waiver of the Underlying Securities,
the Indenture or any other document thereunder or relating thereto, or
receives any other solicitation for any action with respect to the Underlying
Securities, the Trustee shall mail a notice of such proposed amendment,
modification, waiver or solicitation to each Certificateholder of record as of
such date. The Trustee shall request instructions from the Certificateholders
as to whether or not to



                                      15
<PAGE>

consent to or vote to accept such amendment, modification, waiver or
solicitation. The Trustee shall consent or vote, or refrain from consenting or
voting, in the same proportion (based on the relative outstanding principal
balances of the Certificates) as the Certificates were actually voted or not
voted by the Certificateholders thereof as of a date determined by the Trustee
prior to the date on which such consent or vote is required, after weighing
the votes of the Certificateholders; provided, however, that, notwithstanding
anything in the Trust Agreement to the contrary, the Trustee shall at no time
vote on or consent to any matter (i) unless such vote or consent would not
(based on an opinion of counsel) alter the status of the Trust as a grantor
trust for federal income tax purposes or result in the imposition of tax upon
the Certificateholders, (ii) which would alter the timing or amount of any
payment on the Underlying Securities, including, without limitation, any
demand to accelerate the Underlying Securities, except in the event of a
default under the Underlying Securities or an event which with the passage of
time would become an event of default under the Underlying Securities and with
the unanimous consent of all outstanding Class A-1 Certificateholders and the
Class A-2 Certificateholders, or (iii) which would result in the exchange or
substitution of any of the outstanding Underlying Securities pursuant to a
plan for the refunding or refinancing of such Underlying Securities except in
the event of a default under the Indenture and only with the consent of
Certificateholders representing 100% of the Voting Rights with respect
thereto. The Trustee shall have no liability for any failure to act resulting
from Certificateholders' late return of, or failure to return, directions
requested by the Trustee from the Certificateholders.

          In the event that an offer is made by the Underlying Securities
Issuer to issue new obligations in exchange and substitution for any of the
Underlying Securities, pursuant to a plan for the refunding or refinancing of
the outstanding Underlying Securities or any other offer is made for the
Underlying Securities, the Trustee shall notify the Class A-1 and Class A-2
Certificateholders of such offer promptly. The Trustee must reject any such
offer unless the Trustee is directed by the affirmative vote of the
Certificateholders representing 100% of the Voting Rights with respect thereto
to accept such offer and the Trustee has received the tax opinion described
above.

          If an event of default under the Indenture occurs and is continuing,
and if directed by Class A-1 Certificateholders representing 51% or more of
the Voting Rights with respect thereto, the Trustee shall vote the Underlying
Securities in favor of directing, or take such other action as may be
appropriate to direct, the Underlying Securities Trustee to declare the unpaid
principal amount of the Underlying Securities and any accrued and unpaid
interest thereon to be due and payable.



                                      16
<PAGE>

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

                                    BEAR STEARNS DEPOSITOR INC.,
                                        as Depositor


                                    By:  /s/  T. Kelley Millet
                                         ----------------------------------
                                         Name:   T. Kelley Millet
                                         Title:  President


                                    U.S. BANK TRUST NATIONAL ASSOCIATION,
                                       not in its individual capacity
                                       but solely as Trustee on behalf
                                       of the Trust Certificates (TRUCs)
                                       Series 2001-3 Trust


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



                                      17
<PAGE>

                                                                    SCHEDULE I

                                 SERIES 2001-3

                        UNDERLYING SECURITIES SCHEDULE

Underlying Securities:                 7.00% Debentures due December 1, 2095.

Underlying Securities Issuer:          BellSouth Telecommunications, Inc.

CUSIP Number:                          079867AP2

Principal Amount Deposited:            $26,000,000.

Original Issue Date:                   December 1, 1995.

Principal Amount of
Underlying Securities
Originally Issued:                     $500,000,000.

Maturity Date:                         December 1, 2095

Principal Payment Date:                December 1, 2095

Interest Rate:                         7.00%.

Interest Payment Dates:                June 1 and December 1 or if not a
                                       business day, the next business day.

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

Security                               The Underlying Securities are unsecured
                                       obligations of the Underlying Securities
                                       Issuer.

Redemption/Put/Other Features          None.

Form of Security                       Book-entry debt securities with DTC
                                       listed on the New York Stock Exchange.

Underlying Securities Trustee          The Bank of New York.

Ratings                                "A+" by Standard & Poor's Ratings
                                       Services, a division of The McGraw-Hill
                                       Companies, Inc. and "Aa2" by Moody's
                                       Investors Service, Inc."

Call Warrants                          The Underlying Securities will be
                                       acquired by the Trust subject to Call
                                       Warrants entitling the holders thereof
                                       to purchase the Underlying




                                      18
<PAGE>

                                       Securities from the Trust, in whole or
                                       in part, at the Call Price on any
                                       Business Day  on or after July 12, 2006.



                                      19
<PAGE>

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

NUMBER 1                                       1,016,308 $25 PAR CERTIFICATES
                                                         CUSIP NO. 89826 T200

                      SEE REVERSE FOR CERTAIN DEFINITIONS

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

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

                          BEAR STEARNS DEPOSITOR INC.

                               1,016,308 $25 PAR

                          TRUST CERTIFICATES (TRUCs),

                                 SERIES 2001-3

7.125% INTEREST RATE

evidencing a proportionate undivided beneficial ownership interest in the
Trust, as defined below, the property of which consists principally of
$26,000,000 aggregate principal amount of 7.00% Debentures due December 1,
2095, issued by BellSouth Telecommunications, Inc. and all payments received
thereon (the "Trust Property"), deposited in trust by Bear Stearns Depositor
Inc., (the "Depositor").

THIS CERTIFIES THAT CEDE & CO. is the registered owner of $25,407,700 DOLLARS
nonassessable, fully-paid, proportionate undivided beneficial ownership
interest in the Trust Certificates (TRUCs), Series 2001-3 Trust, formed by the
Depositor.



                                      i
<PAGE>

The Trust was created pursuant to a Standard Terms for Trust Agreements, dated
as of June 19, 2001 (the "Standard Terms"), between the Depositor and U.S.
Bank Trust National Association, a national banking association, not in its
individual capacity but solely as Trustee (the "Trustee"), as supplemented by
the Series Supplement, Series 2001-3, dated as of July 12, 2001 (the "Series
Supplement" and, together with the Standard Terms, the "Trust Agreement"),
between the Depositor and the Trustee. This Certificate does not purport to
summarize the Trust Agreement and reference is hereby made to the Trust
Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Trustee with respect hereto. A copy of the Trust Agreement
may be obtained from the Trustee by written request sent to the Corporate
Trust Office. Capitalized terms used but not defined herein have the meanings
assigned to them in the Trust Agreement.

This Certificate is one of the duly authorized Certificates designated as the
"Trust Certificates (TRUCs), Series 2001-3, Class A-1" (herein called the
"Certificates"). This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. The Trust Property consists of: (i) Underlying
Securities described in the Trust Agreement; (ii) all payments on or
collections or other proceeds in respect of the Underlying Securities accrued
on or after July 12, 2001 and until, with respect to any portion of the
Underlying Securities as to which the Call Warrants are duly exercised in
accordance with the Trust Agreement, the payment of the related Call Price and
the completion of such exercise; (iii) the Call Warrants and any proceeds
thereof; and (iv) all funds from time to time deposited with the Trustee
relating to the Certificates, together with any and all income, proceeds and
payments with respect thereto.

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

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

Distributions made on this Certificate will be made as provided in the Trust
Agreement by the Trustee by wire transfer in immediately available funds, or
check mailed to the Certificateholder of record in the Certificate Register
without the presentation or surrender of this Certificate or the making of any
notation hereon, except that with respect to Certificates registered on the



                                      ii
<PAGE>

Record Date in the name of the nominee of the Clearing Agency (initially, such
nominee shall be Cede & Co.), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee. Except
as otherwise provided in the Trust Agreement and notwithstanding the above,
the final distribution on this Certificate will be made after due notice by
the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the Corporate Trust Office or such other
location as may be specified in such notice.

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

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

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



                                     iii
<PAGE>

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


                                   TRUST CERTIFICATES (TRUCs),
                                   SERIES 2001-3 TRUST


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


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


Dated:  July 12, 2001


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is on one of the Trust Certificates (TRUCs), Series 2001-3, described in
the Trust Agreement referred to herein.

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


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



                                      iv
<PAGE>

                           (REVERSE OF CERTIFICATE)

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

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

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

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

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

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

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

The Trust and the obligations of the Depositor and the Trustee created by the
Trust Agreement with respect to the Certificates shall terminate upon the
earliest to occur of (i) the payment in full at maturity or sale by the Trust
after a payment default or an acceleration or other early payment of the
Underlying Securities and the distribution in full of all amounts due to the
Class A-1 Certificateholders and Class A-2 Certificateholders; (ii) the
payment in full of the Class A-1




                                       v
<PAGE>

Certificates upon exercise of all of the issued Call Rights under Section 7(b)
of the Series Supplement; and (iii) the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof.

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



                                      vi
<PAGE>



                                  ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE


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

Dated:


                                                      *
                                                  Signature Guaranteed:


                                                      *


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



                                     vii