EXHIBIT 4.1


                               SERIES SUPPLEMENT

                      CORPORATE BACKED TRUST CERTIFICATES

                 CORNING DEBENTURE-BACKED SERIES 2001-28 TRUST

                                    between

                            LEHMAN ABS CORPORATION,

                                 as Depositor

                                      and

                     U.S. BANK TRUST NATIONAL ASSOCIATION,

                                  as Trustee

                      CORPORATE BACKED TRUST CERTIFICATES

                           Dated as of July 24, 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...........................7

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

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

Section 6.   Trustee's Fees.................................................10

Section 7.   Optional Exchange; Optional Call...............................11

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

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

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

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

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

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

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

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


SCHEDULE I        SERIES 2001-28 UNDERLYING SECURITIES SCHEDULE
SCHEDULE II       CLASS A-2 CERTIFICATE CALL SCHEDULE
EXHIBIT A-1       FORM OF TRUST CERTIFICATE CLASS A-1
EXHIBIT A-2       FORM OF TRUST CERTIFICATE CLASS A-2
EXHIBIT B         FORM OF WARRANT AGENT AGREEMENT
EXHIBIT C         FORM OF INVESTMENT LETTER

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                               SERIES SUPPLEMENT

                      CORPORATE BACKED TRUST CERTIFICATES

                 CORNING DEBENTURE-BACKED SERIES 2001-28 TRUST

          SERIES SUPPLEMENT, Series 2001-28, dated as of July 24, 2001 (the
"Series Supplement"), by and between LEHMAN ABS CORPORATION, as Depositor (the
"Depositor"), and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee (the
"Trustee").

                             W I T N E S S E T H:

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

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

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

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

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

     Section 1. Incorporation of Standard Terms. Except as otherwise provided
herein, all of the provisions of the Standard Terms are hereby incorporated
herein by reference in their entirety, and this Series Supplement and the
Standard Terms shall form a single agreement between the parties. In the event
of any inconsistency between the provisions of this Series Supplement and the
provisions of the Standard Terms, the provisions of this Series Supplement
will control with respect to the Corning Debenture-Backed Series 2001-28
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.


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          "Accreted Principal Amount" for the Class A-2 Certificates means for
each six month period from and including each date specified in Schedule II
hereof to but excluding the next such date, the amount specified in Schedule
II as the "Ending Balance" for such beginning date.

          "Available Funds" shall have the meaning specified in the Standard
Terms, except that proceeds of any redemption of the Underlying Securities
shall be included in Available Funds.

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

          "Call Date" shall mean any Business Day on or after July 24, 2006,
or after the announcement of any unscheduled payment on the Underlying
Securities on which the Call Warrants are exercised and the proceeds of an
Optional Call are distributed to holders of the Certificates pursuant to
Section 7 hereof.

          "Call Notice" shall have the meaning specified in Section 1.1 of the
Warrant Agent Agreement.

          "Call Price" shall mean, for each related Call Date, (i) in the case
of the Class A-1 Certificates, the par value of the Class A-1 Certificates
being purchased pursuant to the exercise of the Call Warrants, plus any
accrued and unpaid interest on such amount to but excluding the Call Date and
(ii) in the case of the Class A-2 Certificates being purchased pursuant to the
exercise of the Call Warrants, the Accreted Principal Amount of the Class A-2
Certificates.

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

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

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

          "Certificate Principal Amount" shall have the meaning specified in
Section 3 hereof.

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

          "Class A-1 Allocation" shall mean the sum of the present values
(discounted at the rate of 8.00% per annum) of (i) any unpaid interest due or
to become due on the Class A-1 Certificates and (ii) the outstanding principal
amount of the Class A-1 Certificates (in each case assuming that the Class A-1
Certificates were paid when due and were not redeemed prior to their stated
maturity).


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(assuming that the Class A-2 Certificates were paid when due and were not
redeemed prior to their stated maturity).

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

          "Class A-2 Allocation" shall mean the present value (discounted at
the rate of 8.00% per annum) of any unpaid amounts due or to become due on the
Class A-2 Certificates

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

          "Closing Date" shall mean July 24, 2001.

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

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

          "Currency" shall mean United States Dollars.

          "Depository" shall mean The Depository Trust Company.

          "Distribution Date" shall mean September 1st and March 1st of each
year (or if such date is not a Business Day, the next succeeding Business
Day), commencing on September 1, 2001 and ending on the earlier of the Final
Scheduled Distribution Date and any date on which Underlying Securities are
redeemed pursuant to the Indenture.

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

          "Event of Default" shall mean (i) a default in the payment of any
interest on any Underlying Security after the same becomes due and payable
(subject to any 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.

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

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


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          "Final Scheduled Distribution Date" shall mean March 1, 2029.

          "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 24, 2001) to but
excluding the current Distribution Date.

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

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

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

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

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

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

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

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

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

          "Prospectus Supplement" shall mean the Prospectus Supplement, dated
July 13, 2001, relating to the Certificates, as supplemented.

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

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

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

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

          "Required Percentage-Amendment" shall be 66-2/3% of the aggregate
Voting Rights, unless the subject amendment requires the vote of holders of
only one class of



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Certificates pursuant to the Standard Terms, in which case 66-2/3% of the
Certificate Principal Amount of such Class.

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

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

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

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

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

          "Series" shall mean Corning Debenture-Backed Series 2001-28.

          "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 $15,000,000 aggregate principal
amount of 6.85% Debentures due March 1, 2029 issued by the Underlying
Securities Issuer, as set forth in Schedule I attached hereto (subject to
Section 3(d) hereof).

          "Underlying Securities Issuer" shall mean Corning Incorporated and
any successor in respect of the Underlying Securities.

          "Underlying Securities Trustee" shall mean United States Trust
Company of New York.

          "Underwriters" shall mean Lehman Brothers Inc., an affiliate of the
Depositor, and Prudential Securities Incorporated.

          "Voting Rights" shall, in the entirety, be allocated among all Class
A-1 Certificateholders and Class A-2 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.


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

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

                 "Accounting Date"

                 "Administrative Fees"

                 "Advance"

                 "Allowable Expense Amounts"

                 "Basic Documents"

                 "Calculation Agent"

                 "Call Premium Percentage"

                 "Credit Support"

                 "Credit Support Instrument"

                 "Credit Support Provider"

                 "Cut-off Date"

                 "Eligible Expense"

                 "Eligible Investment"

                 "Exchange Rate Agent"

                 "Fixed Pass-Through Rate"

                 "Floating Pass-Through Rate"

                 "Guaranteed Investment Contract"

                 "Letter of Credit"

                 "Limited Guarantor"

                 "Limited Guaranty"

                 "Minimum Wire Denomination"

                 "Notional Amount"

                 "Pass-Through Rate"


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                 "Place of Distribution"

                 "Purchase Price"

                 "Required Premium"

                 "Required Principal"

                 "Requisite Reserve Amount"

                 "Retained Interest"

                 "Sale Procedures"

                 "Sub-Administration Account"

                 "Sub-Administration Agreement"

                 "Sub-Administration Agent"

                 "Surety Bond"

                 "Swap Agreement"

                 "Swap Counterparty"

                 "Swap Distribution Amount"

                 "Swap Guarantee"

                 "Swap Guarantor"

                 "Swap Receipt Amount"

                 "Swap Termination Payment"

     Section 3. Designation of Trust and Certificates. The Trust created
hereby shall be known as the "Corporate-Backed Trust Certificates, Corning
Debenture-Backed Series 2001-28 Trust." The Certificates evidencing certain
undivided ownership interests therein shall be known as "Corporate Backed
Trust Certificates, Corning Debenture-Backed Series 2001-28." The Certificates
shall consist of the Class A-1 Certificates and the Class A-2 Certificates
(together, the "Certificates"). The Trust is also issuing call warrants with
respect to the Certificates ("Call Warrants").

     (a) The Certificates shall be held through the Depository in book-entry
form and shall be substantially in the forms attached hereto as Exhibits A-1
and A-2. The Class A-1 Certificates shall be issued in denominations of $10.
The Class A-2 Certificates shall be issued in minimum denominations of $1,000
and integral multiples of $1 in excess thereof. Except as


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provided in the Standard Terms and in paragraph (d) in this Section, the Trust
shall not issue additional Certificates or incur any indebtedness.

     (b) The Class A-1 Certificates have an initial aggregate certificate
principal amount of $12,843,750, and the Class A-2 Certificates have an
initial aggregate certificate principal amount of $2,156,250 (each, a
"Certificate Principal Amount").

     (c) The holders of the Class A-1 Certificates will be entitled to receive
on each Distribution Date the interest, if any, received on the Underlying
Securities, to the extent necessary to pay interest at a rate of 8.00% per
annum on the outstanding Certificate Principal Amount of the Class A-1
Certificates. The Class A-2 Certificates shall not bear interest. On September
1, 2001, the Trustee will pay to the Depositor the amount of interest accrued
and paid on the Underlying Securities from March 1, 2001, to but not including
the Closing Date. If Available Funds are insufficient to pay such amount, the
Trustee will pay the Depositor its pro rata share, based on the ratio the
amount owed to the Depositor bears to all amounts owed on the Class A-1
Certificates in respect of accrued interest, of any proceeds from the recovery
on the Underlying Securities.

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

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

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

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

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

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


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

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

                   (b) second, to the holders of the Class A-1 Certificates, as
                   interest at the rate of 8.00% per annum on the principal
                   amount of the Class A-1 Certificates.

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

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

                   (b) second, to the holders of the Class A-1 Certificates
                   and the Class A-2 Certificates, the remaining available
                   principal portion of Available Funds (in an aggregate
                   amount not to exceed the outstanding principal amount of
                   the Class A-1 Certificates and the Class A-2 Certificates)
                   pro rata in the proportion that the outstanding principal
                   amount of the Class A-1 Certificates bears to the
                   outstanding principal amount of the Class A-2 Certificates,
                   until the aggregate Certificate Principal Amounts of such
                   Certificates are paid in full.

          (iii)    any Available Funds remaining in the Certificate Account
                   after the payments set forth in clauses 5(a)(i) and
                   5(a)(ii) above shall be paid to the Trustee as reasonable
                   compensation for services rendered to the Depositor, any
                   remainder up to $1,000.

          (iv)     the Trustee will pay any Available Funds remaining in the
                   Certificate Account after the distributions in clauses
                   5(a)(i) through 5(a)(iii) above to the holders of the Class
                   A-1 Certificates and Class A-2 Certificates pro rata in
                   proportion to their original principal balances.

     (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 other than due to the occurrence of an Event of
Default, the cessation of the Underlying Securities Issuer to file periodic
reports as required by the Exchange Act or at their maturity, the Trustee
shall apply Available Funds in the manner described in Section 5(f) in the
following order of priority:

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


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

          (iii)    third, to the holders of the Class A-1 Certificates and
                   Class A-2 Certificates, pro rata in the proportion that the
                   outstanding principal amount of the Class A-1 Certificates
                   bears to the outstanding principal amount of the Class A-2
                   Certificates; and

          (iv)     fourth, to the Trustee, as reasonable compensation for
                   services rendered to the Depositor, any remainder up to
                   $1,000.

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

     (d) Unless otherwise instructed by holders of Certificates representing a
majority of the Voting Rights, thirty (30) days after giving notice pursuant
to Section 8 hereof, the Trustee shall sell the Underlying Securities pursuant
to Section 13 hereof and deposit the Liquidation Proceeds, if any, into the
Certificate Account for distribution not later than two (2) Business Days
after the receipt of immediately available funds in accordance with Section
5(b) hereof.

     (e) If the Trustee receives non-cash property in respect of the
Underlying Securities as a result of a payment default on the Underlying
Securities (including from the sale thereof), the Trustee will promptly give
notice to the Depository, or for any Certificates which are not then held by
DTC or any other depository, directly to the registered holders of the
Certificates then outstanding and unpaid. Such notice shall state that the
Trustee shall and the Trustee shall, not later than 30 days after the receipt
of such property, allocate and distribute such property to the holders of
Class A-1 Certificates and Class A-2 Certificates then outstanding and unpaid,
pro rata by principal amount (after deducting the costs incurred in connection
therewith) in accordance with Section 5(b) 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.

     (f) 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(g) hereof) on which sufficient funds are available to pay such
shortfall.

     (g) If a payment with respect to the Underlying Securities is made
to the Trustee (i) after the payment date of the Underlying Securities on
which such payment was due or (ii) after the Underlying Securities are
redeemed, prepaid or liquidated in whole or in part for any reason other than
due to the occurrence of an Event of Default or at their maturity, then the
Trustee will distribute any such amounts received on the next occurring
Business Day (a "Special


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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.

     (h) Notwithstanding Section 3.12 of the Standard Terms, if the Underlying
Securities Issuer ceases to file the periodic reports required under the
Exchange Act, the Depositor shall within a reasonable period of time instruct
the Trustee to sell the Underlying Securities and allocate the proceeds of
such sale in the following order of priority: (i) to the Trustee,
reimbursement for any remaining extraordinary expenses incurred by the Trustee
pursuant to the instructions of all the certificateholders and (ii) to the
holders of the Class A-1 Certificates and the Class A-2 Certificates in
accordance with the ratio of the Class A-1 Allocation to the Class A-2
Allocation; provided, however, the Depositor shall not instruct the Trustee to
distribute or sell the Underlying Securities pursuant to this clause unless
the Underlying Securities Issuer has either (x) stated in writing that it
intends permanently to cease filing reports required under the Exchange Act or
(y) failed to file any required reports for one full calendar year.

     Section 6. Trustee's Fees.

     (a) As compensation for its services hereunder, the Trustee shall be
entitled to the Trustee Fee and any amount payable under clause 5(a)(iii) or
5(b)(iv) above. The Trustee Fee shall be paid by the Depositor and not from
Trust Property. The Trustee shall bear all Ordinary Expenses. Failure by the
Depositor to pay such amount shall not entitle the Trustee to any payment or
reimbursement from the Trust, nor shall such failure release the Trustee from
the duties it is required to perform under the Trust Agreement.

     (b) Extraordinary Expenses shall not be paid out of the Trust Property
unless all the holders of the Class A-1 Certificates and Class A-2
Certificates then outstanding have directed the Trustee to incur such
Extraordinary Expenses. The Trustee may incur other Extraordinary Expenses if
any lesser percentage of the Certificateholders requesting such action
pursuant hereto reimburse the Trustee for the cost thereof from their own
funds in advance. If Extraordinary Expenses are not approved unanimously as
set forth in the first sentence of this Section 6(b), such Extraordinary
Expenses shall not be an obligation of the Trust, and the Trustee shall not
file any claim against the Trust therefor notwithstanding failure of
Certificateholders to reimburse the Trustee.

     Section 7. Optional Exchange; Optional Call.

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

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

                   (a) A notice specifying the number of Certificates being
                   surrendered and the Optional Exchange Date shall be
                   delivered to the Trustee no less than


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                   5 days (or such shorter period acceptable to the Trustee)
                   but not more than 30 days before the Optional Exchange Date.

                   (b) Certificates and, if applicable, the Call Warrants,
                   shall be surrendered to the Trustee no later than 10:00
                   a.m. (New York City time) on the Optional Exchange Date.

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

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

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

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

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

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

          (ii)     Call Warrants may be exercised by the Warrant Holder in
                   whole or in part on any Call Date. In addition to the
                   conditions set forth in Section 1.1 of the Warrant Agent
                   Agreement, the following conditions shall apply to any
                   Optional Call.

                   (a) An opinion of counsel to the Warrant Holder shall have
                   been delivered to the Rating Agencies, in form satisfactory
                   to the Rating Agencies, indicating that payment of the Call
                   Price shall not be recoverable as a preferential transfer
                   or fraudulent conveyance under the United States


                                      12

<PAGE>

                   Bankruptcy Code. Such opinion may contain customary
                   assumptions and qualifications.

                   (b) The Warrant Holder shall have provided a certificate of
                   solvency to the Trustee.

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

          (iv)     Delivery of a Call Notice does not give rise to an
                   obligation on part of the Warrant Holder to pay the Call
                   Price. If, by 10:00 a.m. (New York City time) on the Call
                   Date, the Warrant Holder has not paid the Call Price, then
                   the Call Notice shall automatically expire and none of the
                   Warrant Holder, the Warrant Agent or the Trustee shall have
                   any obligation with respect to the Call Notice. The
                   expiration of a Call Notice shall in no way affect the
                   Warrant Holder's right to deliver a Call Notice at a later
                   date.

          (v)      Subject to receipt of the Call Price, the Trustee shall pay
                   the Call Price to the Certificateholders on the Call Date.
                   The Call Price for class of Certificates in respect of
                   partial calls shall be allocated pro rata to the
                   Certificateholders of such Class.

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

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

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

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

Section 8.        Notices of Events of Default.

          As promptly as practicable after, and in any event within 30 days
after, the occurrence of any Event of Default actually known to the Trustee,
the Trustee shall give notice of such Event of Default to the Depository, or,
if any Certificates are not then held by DTC or any other depository, directly
to the registered holders of such Certificates. However, except in the case of
an Event of Default relating to the payment of principal of or interest on any
of the Underlying Securities, the Trustee will be protected in withholding
such notice if in good faith it determines that the withholding of such notice
is in the interest of the Certificateholders.


                                      13

<PAGE>

     Section 9. Miscellaneous.

     (a) The provisions of Section 4.04, Advances, of the Standard Terms shall
not apply to the Corning Debenture-Backed Series 2001-28 Certificates.

     (b) The provisions of Section 4.07, Optional Exchange, of the Standard
Terms shall not apply to the Corning Debenture-Backed Series 2001-28
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 Corning Debenture-Backed Series 2001-28 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 Class A-1 Certificateholders pro
rata in proportion to their respective entitlements to interest.

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

     (h) The Trust may not engage in any business or activities other than in
connection with, or relating to, the holding, protecting and preserving of the
Trust Property and the issuance of the Certificates, and other than those
required or authorized by the Trust Agreement or incidental and necessary to
accomplish such activities. The Trust may not issue or sell any certificates
or other obligations other than the Certificates or otherwise incur, assume or
guarantee any indebtedness for money borrowed. Notwithstanding Section 3.05 of
the Standard Terms, funds on deposit in the Certificate Account shall not be
invested.

     (i) Notwithstanding anything in the Trust Agreement to the contrary, the
Trustee may be removed upon 60 days prior written notice delivered by the
holders of Class A-1 Certificates and Class A-2 Certificates representing the
Required Percentage-Removal.

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

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


                                      14

<PAGE>

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

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

     (n) [Reserved].

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

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

               If to the Depositor, to:

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

               If to the Trustee, to:

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

               If to the Rating Agencies, to:

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


                                      15

<PAGE>

     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
                           17th Floor
                           New York, New York  10005
                           Attention:  Vincent Patten
                           Telephone:  (212) 656-5276
                           Facsimile:  (212) 656-5780

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

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

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

     Section 13. Sale of Underlying Securities; Optional Exchange. In the
event of a sale of the Underlying Securities pursuant to Section 5(c) hereof
or pursuant to the instructions of the Warrant Agent under Section 1.2 of the
Warrant Agent Agreement, the Trustee shall solicit bids for the sale of the
Underlying Securities with settlement thereof on or before the third (3rd)
Business Day after such sale from three leading dealers in the relevant
market. Any of the following dealers (or their successors) shall be deemed to
qualify as leading dealers: (1) Credit Suisse First Boston Corporation, (2)
Goldman, Sachs & Co., (3) Merrill Lynch, Pierce, Fenner & Smith Incorporated,
(4) UBS Warburg LLC, (5) Salomon Smith Barney Inc., and (6) except in the case
of a sale related to the exercise of Call Warrants by the Depositor or any
Affiliate


                                      16

<PAGE>

thereof, Lehman Brothers Inc. The Trustee shall not be responsible for the
failure to obtain a bid so long as it has made reasonable efforts to obtain
bids. If a bid for the sale of the Underlying Securities has been accepted by
the Trustee but the sale has failed to settle on the proposed settlement date,
the Trustee shall request new bids from such leading dealers. In the event of
an Optional Exchange, the Trustee shall only deliver the Underlying Securities
to the purchaser of such Underlying Securities or sell the Underlying
Securities pursuant to this Section 13, as the case may be, against payment in
same day funds deposited into the Certificate Account.

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

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


                                      17

<PAGE>

failure to act resulting from Certificateholders' late return of, or failure
to return, directions requested by the Trustee from the Certificateholders.

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

          If an event of default under the Indenture occurs and is continuing,
and if directed by a majority of the outstanding Class A-1 Certificateholders
and Class A-2 Certificateholders, the Trustee shall vote the Underlying
Securities in favor of directing, or take such other action as may be
appropriate to direct, the Underlying Securities Trustee to declare the unpaid
principal amount of the Underlying Securities and any accrued and unpaid
interest thereon to be due and payable.


                                      18

<PAGE>

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

                             LEHMAN ABS CORPORATION,
                               as Depositor


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


                             U.S. BANK TRUST NATIONAL ASSOCIATION,
                               not in its individual capacity
                               but solely as Trustee on behalf
                               of the Corporate Backed Trust
                               Corning Debenture-Backed Series 2001-28
                               Trust


                             By:  /s/ Marlene Fahey
                                ---------------------------------
                                Name:   Marlene Fahey
                                Title:  Vice President and Assistant Secretary


                                      I-

<PAGE>

                                                                    SCHEDULE I

                                SERIES 2001-28

                        UNDERLYING SECURITIES SCHEDULE

Underlying Securities:                      6.85% Debentures due March 1, 2029.

Underlying Securities Issuer:               Corning Incorporated.

CUSIP Number:                               219350 AH 8.

Principal Amount Deposited:                 $15,000,000.

Original Issue Date:                        March 3, 1999.

Principal Amount of
Underlying Securities
Originally Issued:                          $150,000,000.

Maturity Date:                              March 1, 2029.

Principal Payment Date:                     March 1, 2029.

Interest Rate:                              6.85% per annum.

Interest Payment Dates:                     March 1st and September 1st.




                                     I-1

<PAGE>

                                                                   SCHEDULE II

                      CLASS A-2 CERTIFICATE CALL SCHEDULE

         Date Ending Balance                            Value
        9/01/2001                                  $147,329
        3/01/2002                                  $154,695
        9/01/2002                                  $162,430
        3/01/2003                                  $170,552
        9/01/2003                                  $179,079
        3/01/2004                                  $188,033
        9/01/2004                                  $197,435
        3/01/2005                                  $207,306
        9/01/2005                                  $217,672
        3/01/2006                                  $228,555
        7/24/2006                                  $237,588
        9/01/2006                                  $239,983
        3/01/2007                                  $251,982
        9/01/2007                                  $264,581
        3/01/2008                                  $277,810
        9/01/2008                                  $291,701
        3/01/2009                                  $306,286
        9/01/2009                                  $321,600
        3/01/2010                                  $337,680
        9/01/2010                                  $354,564
        3/01/2011                                  $372,293
        9/01/2011                                  $390,907
        3/01/2012                                  $410,453
        9/01/2012                                  $430,975
        3/01/2013                                  $452,524
        9/01/2013                                  $475,150
        3/01/2014                                  $498,908
        9/01/2014                                  $523,853
        3/01/2015                                  $550,046
        9/01/2015                                  $577,548
        3/01/2016                                  $606,425
        9/01/2016                                  $636,747
        3/01/2017                                  $668,584
        9/01/2017                                  $702,013
        3/01/2018                                  $737,114
        9/01/2018                                  $773,969
        3/01/2019                                  $812,668
        9/01/2019                                  $853,301
        3/01/2020                                  $895,966
        9/01/2020                                  $940,765
        3/01/2021                                  $987,803
        9/01/2021                                  $1,037,193


                                    A-1-1

<PAGE>

         Date Ending Balance                            Value
        3/01/2022                                  $1,089,053
        9/01/2022                                  $1,143,505
        3/01/2023                                  $1,200,681
        9/01/2023                                  $1,260,715
        3/01/2024                                  $1,323,750
        9/01/2024                                  $1,389,938
        3/01/2025                                  $1,459,435
        9/01/2025                                  $1,532,407
        3/01/2026                                  $1,609,027
        9/01/2026                                  $1,689,478
        3/01/2027                                  $1,773,952
        9/01/2027                                  $1,862,650
        3/01/2028                                  $1,955,782
        9/01/2028                                  $2,053,571
        3/01/2029                                  $2,156,250


                                     II-2



<PAGE>
                                 Exhibit A-1


                             CLASS A-1 CERTIFICATE

NUMBER 1                                        1,284,375 $10 PAR CERTIFICATES
                                                         CUSIP NO. 21988G 64 3

                      SEE REVERSE FOR CERTAIN DEFINITIONS

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

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

<PAGE>

                            LEHMAN ABS CORPORATION

                               1,284,375 $10 PAR

                     CORPORATE BACKED TRUST CERTIFICATES,

                    CORNING DEBENTURE-BACKED SERIES 2001-28

8.00% INTEREST RATE

evidencing a proportionate undivided beneficial ownership interest in the
Trust, as defined below, the property of which consists principally of
$15,000,000 aggregate principal amount of 6.85% Debentures due March 1, 2029,
issued by Corning Incorporated (the "Underlying Securities Issuer") and all
payments received thereon (the "Trust Property"), deposited in trust by Lehman
ABS Corporation (the "Depositor").

THIS CERTIFIES THAT CEDE & CO. is the registered owner of $12,843,750
nonassessable, fully-paid, proportionate undivided beneficial ownership
interest in the Corporate Backed Trust Certificates, Corning Debenture-Backed
Series 2001-28 Trust, formed by the Depositor.

The Trust was created pursuant to a Standard Terms for Trust Agreements, dated
as of January 16, 2001 (the "Standard Terms"), between the Depositor and U.S.
Bank Trust National Association, a national banking association, not in its
individual capacity but solely as Trustee (the "Trustee"), as supplemented by
the Series Supplement, Series 2001-28, dated as of July 24, 2001 (the "Series
Supplement" and, together with the Standard Terms, the "Trust Agreement"),
between the Depositor and the Trustee. This Certificate does not purport to
summarize the Trust Agreement and reference is hereby made to the Trust
Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Trustee with respect hereto. A copy of the Trust Agreement
may be obtained from the Trustee by written request sent to the Corporate
Trust Office. Capitalized terms used but not defined herein have the meanings
assigned to them in the Trust Agreement.

This Certificate is one of the duly authorized Certificates designated as the
"Corporate Backed Trust Certificates, Corning Debenture-Backed Series 2001-28,
Class A-1" (herein called the "Certificates"). This Certificate is issued
under and is subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the Holder of this Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound. The Trust
Property consists of: (i) Underlying Securities described in the Trust
Agreement; (ii) all payments on or collections in respect of the Underlying
Securities accrued on or after July 24, 2001 together with any proceeds
thereof; and (iii) all funds from time to time deposited with the Trustee
relating to the Certificates, together with any and all income, proceeds and
payments with respect thereto; provided, however, that any income from the
investment of Trust funds in certain permitted investments ("Eligible
Investments") does not constitute Trust Property.

Subject to the terms and conditions of the Trust Agreement (including the
availability of funds for distributions) and until the obligation created by
the Trust Agreement shall have terminated

<PAGE>

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

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

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

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

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

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

<PAGE>

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


                                  CORPORATE BACKED TRUST CERTIFICATES,
                                  CORNING DEBENTURE-BACKED
                                  SERIES 2001-28 TRUST


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


                                  By:_________________________________________
                                     Authorized Signatory


Dated: July 24, 2001


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Corporate Backed Trust Certificates, Corning
Debenture-Backed Series 2001-28, described in the Trust Agreement referred to
herein.

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


By:___________________________________
     Authorized Signatory

<PAGE>

                           (REVERSE OF CERTIFICATE)

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

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

The Certificates are issuable in fully registered form only in denominations
of $10.

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

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

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

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

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

<PAGE>

Warrants by the Warrant Holder; (iii) the Final Scheduled Distribution Date
and (iv) the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

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

<PAGE>

                                  ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE


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

Dated:


                                                          *

                                                Signature Guaranteed:

                                                          *


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



<PAGE>
                                 Exhibit A-2


                             CLASS A-2 CERTIFICATE

NUMBER 1                                                            $2,156,250
                                                         CUSIP NO. 21988G BA 3

                      SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CLASS A-2 CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF
EXCEPT WHILE A REGISTRATION UNDER SUCH ACT IS IN EFFECT OR PURSUANT TO AN
EXEMPTION THEREFROM UNDER SUCH ACT. THE CLASS A-2 CERTIFICATE REPRESENTED
HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE SERIES
SUPPLEMENT.

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

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

<PAGE>

                            LEHMAN ABS CORPORATION

                     CORPORATE BACKED TRUST CERTIFICATES,

                    CORNING DEBENTURE-BACKED SERIES 2001-28

                          $2,156,250 PRINCIPAL AMOUNT

evidencing a proportionate undivided beneficial ownership interest in the
Trust, as defined below, the property of which consists principally of
$15,000,000 aggregate principal amount of 6.85% Debentures due March 1, 2029
of Corning Incorporated (the "Underlying Securities Issuer") and all payments
received thereon (the "Trust Property"), deposited in trust by Lehman ABS
Corporation (the "Depositor").

THIS CERTIFIES THAT CEDE & CO. is the registered owner of $2,156,250
nonassessable, fully-paid, proportionate undivided beneficial ownership
interest in the Corporate Backed Trust Certificates, Corning Debenture-Backed
Series 2001-28 Trust, formed by the Depositor.

<PAGE>

The Trust was created pursuant to a Standard Terms for Trust Agreements, dated
as of January 16, 2001 (the "Standard Terms"), between the Depositor and U.S.
Bank Trust National Association, a national banking association, not in its
individual capacity but solely as Trustee (the "Trustee"), as supplemented by
the Series Supplement, Series 2001-28, dated as of July 24, 2001 (the "Series
Supplement" and, together with the Standard Terms, the "Trust Agreement"),
between the Depositor and the Trustee. This Certificate does not purport to
summarize the Trust Agreement and reference is hereby made to the Trust
Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Trustee with respect hereto. A copy of the Trust Agreement
may be obtained from the Trustee by written request sent to the Corporate
Trust Office. Capitalized terms used but not defined herein have the meanings
assigned to them in the Trust Agreement.

This Certificate is one of the duly authorized Certificates designated as the
"Corporate Backed Trust Certificates, Corning Debenture-Backed Series 2001-28,
Class A-2" (herein called the "Certificates"). This Certificate is issued
under and is subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the Holder of this Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound. The Trust
Property consists of: (i) Underlying Securities described in the Trust
Agreement; (ii) all payments on or collections in respect of the Underlying
Securities accrued on or after July 24, 2001 together with any proceeds
thereof; and (iii) all funds from time to time deposited with the Trustee
relating to the Certificates, together with any and all income, proceeds and
payments with respect thereto; provided, however, that any income from the
investment of Trust funds in certain permitted investments ("Eligible
Investments") does not constitute Trust Property.

Subject to the terms and conditions of the Trust Agreement (including the
availability of funds for distributions) and until the obligation created by
the Trust Agreement shall have terminated in accordance therewith, no
distributions of interest will be made on this Certificate on any Distribution
Date.

Subject to the terms and conditions of the Trust Agreement (including the
availability of funds for distributions) and until the obligation created by
the Trust Agreement shall have terminated in accordance therewith, the Trust
will distribute on the Final Scheduled Distribution Date, to the Person in
whose name this Certificate is registered on the applicable Record Date, 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 Final Scheduled Distribution Date.

The Record Date applicable to the Final Scheduled Distribution Date is the
close of business on the day immediately preceding such Final Scheduled
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

<PAGE>

similar law in connection with any obligations relating to the Certificates or
the Trust Agreement.

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

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

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

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

<PAGE>

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


                                  CORPORATE BACKED TRUST
                                  CERTIFICATES, CORNING DEBENTURE
                                  BACKED SERIES 2001-28 TRUST


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


                                  By:_________________________________________
                                       Authorized Signatory


Dated: July 24, 2001


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Corporate Backed Trust Certificates, Corning
Debenture-Backed Series 2001-28, described in the Trust Agreement referred to
herein.

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


By:_________________________________
     Authorized Signatory

<PAGE>

                           (REVERSE OF CERTIFICATE)

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

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

The Certificates are issuable in fully registered form only in minimum
principal amounts of $1,000 and integral multiples of $1 in excess thereof.

As provided in the Trust Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register upon surrender of this Certificate for registration of transfer at
the offices or agencies of the Certificate Registrar maintained by the Trustee
in the Borough of Manhattan, the City of New York, duly endorsed by or
accompanied by an assignment in the form below and by such other documents as
required by the Trust Agreement, and thereupon one or more new Certificates of
the same class in authorized denominations evidencing the same 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

<PAGE>

Certificateholders and Class A-2 Certificateholders; (ii) the exercise of all
outstanding Call Warrants by the Warrant Holder; (iii) the Final Scheduled
Distribution Date and (iv) the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the Court of St. James, living on the date hereof.

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

<PAGE>

                                  ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE


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

Dated:


                                                         *

                                               Signature Guaranteed:

                                                         *


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




<PAGE>
                                  Exhibit B


                           WARRANT AGENT AGREEMENT

                      CORPORATE BACKED TRUST CERTIFICATES

                 Corning Debenture-Backed Series 2001-28 Trust

     WARRANT AGENT AGREEMENT, dated as of July 24, 2001 (the "Warrant Agent
Agreement"), by and between LEHMAN ABS CORPORATION, as Depositor (the
"Depositor"), and U.S. BANK TRUST NATIONAL ASSOCIATION, as Warrant Agent (the
"Warrant Agent").

                             W I T N E S S E T H:

     WHEREAS, the Depositor created Corporate Backed Trust Certificates,
Corning Debenture-Backed Series 2001-28 Trust (the "Trust"), a trust created
under the laws of the State of New York pursuant to a Standard Terms for Trust
Agreements, dated as of January 16, 2001 (the "Agreement"), between Lehman ABS
Corporation (the "Depositor") and U.S. Bank Trust National Association, a
national banking association, not in its individual capacity but solely as
Trustee (the "Trustee"), as supplemented by the Series Supplement 2001-28,
dated as of July 24, 2001 (the "Series Supplement" and, together with the
Agreement, the "Trust Agreement"), between the Depositor and the Trustee; and

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

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants expressed herein, it is hereby agreed by and between the Depositor
and the Trustee that except as otherwise specified herein or as the context
may otherwise require, capitalized terms used herein but not defined herein
shall have the respective meanings set forth below for all purposes under the
Series Supplement, and as follows:

                                  ARTICLE I

                           Exercise of Call Warrants

     Section 1.1 Manner of Exercise. (a) Call Warrants may be exercised by any
holder thereof (each, a "Warrant Holder") in whole or in part on any Call
Date. The following conditions shall apply to any exercise of Call Warrants:

                    (i) A notice (each, a "Call Notice") specifying the number
          of Call Warrants being exercised and the Call Date shall be
          delivered to the Warrant Agent and the Trustee at least 5 Business
          Days before such Call Date.

                    (ii) The Warrant Holder shall surrender the Call Warrants
          to the Warrant Agent at its office specified in Section 6.3 hereof
          no later than 10:00 a.m. (New York City time) on such Call Date.

<PAGE>

                    (iii) The Warrant Holder shall have made payment to the
          Warrant Agent, by wire transfer or other immediately available funds
          acceptable to the Warrant Agent, in the amount of the Call Price, no
          later than 10:00 a.m. (New York City time) on the Call Date.

                    (iv) The Warrant Holder shall exercise Call Warrants
          relating to Class A-1 Certificates and Call Warrants relating to
          Class A-2 Certificates which represent a like percentage of all
          Class A-1 Certificates and Class A-2 Certificates.

                    (v) The Warrant Holder may not exercise the Call Warrants
          at any time when such Warrant Holder is insolvent, and such Warrant
          Holder shall be required to certify that it is solvent at the time
          of exercise, by completing the Form of Subscription attached to the
          Call Warrants and delivering such completed Form of Subscription to
          the Trustee on or prior to the Call Date and by delivering to the
          Trustee a form reasonably satisfactory to the Trustee of the opinion
          and the solvency certificate required pursuant to Section 7(b)(ii)
          of the Series Supplement.

                    (vi) The Warrant Holder shall have satisfied any other
          conditions to the exercise of Call Warrants set forth in Section
          7(b) of the Series Supplement.

     (b) Upon exercise of Call Warrants, any Warrant Holder other than the
Depositor or any Affiliate of the Depositor shall be entitled to delivery of
the Called Certificates. The "Called Certificates" shall be, in the case of
the Class A-1 Certificates, Class A-1 Certificates having a Certificate
Principal Amount equal to $10 per Call Warrant, and in the case of the Class
A-2 Certificates, Class A-2 Certificates having a Certificate Principal Amount
equal to $1,000 per Call Warrant. Unless otherwise specified therein, such
Call Notice shall be deemed to be notice of an Optional Exchange pursuant to
Section 7(a) of the Series Supplement. Any Warrant Holder which is the
Depositor or any Affiliate of the Depositor shall receive the proceeds of the
sale of the Called Underlying Securities and shall not be entitled to receive
the related Called Certificates. "Called Underlying Securities" are Underlying
Securities which represent the same percentage of the Underlying Securities as
the Called Certificates represent of the Class A-1 Certificates and Class A-2
Certificates.

     (c) The Warrant Agent shall notify the Trustee immediately upon its
receipt of a Call Notice and upon receipt of payment of the Call Price. The
Warrant Agent shall transfer the amount of any paid Call Price to the Trustee
in immediately available funds, for application pursuant to the Trust
Agreement on the applicable Call Date (and, pending such transfer, shall hold
such amount for the benefit of the Warrant Holder in a segregated trust
account).

     (d) Delivery of a Call Notice does not give rise to an obligation on part
of the Warrant Holder to pay the Call Price. If, by 10:00 a.m. (New York City
time) on the Call Date, the Warrant Holder has not paid the Call Price, then
the Call Notice shall automatically expire and none of the Warrant Holder, the
Warrant Agent or the Trustee shall have any obligation with respect to the
Call Notice. The expiration of a Call Notice shall in no way affect the
Warrant Holder's right to deliver a Call Notice at a later date.


                                       2
<PAGE>

     Section 1.2 Transfer of Certificates. As soon as practicable after each
surrender of Call Warrants in whole or in part on the Call Date and upon
satisfaction of all other requirements described in the Call Warrants and in
Section 1.1 hereof, the Warrant Agent shall instruct the Trustee as follows:

     (a) if Call Warrants are being exercised by any Warrant Holder other than
the Depositor or any Affiliate of the Depositor, to cause the Called
Certificates to reflect the holder's beneficial ownership of such
Certificates, or

     (b) if the Call Warrants are being exercised by the Depositor or any
Affiliate of the Depositor, to cause the Called Underlying Securities to be
sold pursuant to Section 13 of the Series Supplement and to distribute the
proceeds of such sale to the Warrant Holder.

     If such exercise is in part only, the Warrant Agent shall instruct the
Trustee to authenticate new Call Warrants of like tenor, representing the
outstanding Call Warrants of the Warrant Holder and the Warrant Agent shall
deliver such Call Warrants to the Warrant Holder.

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

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

                                  ARTICLE II

                           Restrictions on Transfer

     Section 2.1 Restrictive Legends. Except as otherwise permitted by this
Article II, each Call Warrant (including each Call Warrant issued upon the
transfer of any Call Warrant) shall be issued with a legend in substantially
the following form:

     "This Call Warrant has not been registered under the Securities Act of
1933, as amended, and may not be transferred, sold or otherwise disposed of
except while a registration under such Act is in effect or pursuant to an
exemption therefrom under such Act. The Call Warrant represented hereby may be
transferred only in compliance with the conditions specified in the Call
Warrants."

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


                                       3
<PAGE>

                                 ARTICLE III

               Registration and Transfer of Call Warrants, etc.

     Section 3.1 Warrant Register; Ownership of Call Warrants. The Warrant
Agent will keep a register in which the Warrant Agent will provide for the
registration of Call Warrants and the registration of transfers of Call
Warrants representing whole numbers of Call Warrants. The Trustee and the
Warrant Agent may treat the Person in whose name any Call Warrant is
registered on such register as the owner thereof for all purposes, and the
Trustee and the Warrant Agent shall not be affected by any notice to the
contrary.

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

     Section 3.3 Replacement of Call Warrants. Upon receipt of evidence
reasonably satisfactory to the Warrant Agent of the loss, theft, destruction
or mutilation of any Call Warrant and, in the case of any such loss, theft or
destruction of any Call Warrant, upon delivery of an indemnity bond in such
reasonable amount as the Warrant Agent may determine, or, in the case of any
such mutilation, upon the surrender of such Call Warrant for cancellation to
the Warrant Agent, the Warrant Agent shall execute and deliver, and cause the
Trustee, on behalf of the Trust, to execute and deliver, in lieu thereof, a
new Call Warrant of like tenor bearing a number not contemporaneously
outstanding.

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

                                  ARTICLE IV

                                  Definitions

     As used herein, unless the context otherwise requires, the following
terms have the following respective meanings:

     "Accreted Principal Amount": For each six month period from and including
each date specified in Schedule II to the Series Supplement to but excluding
the next such date, the amount specified in that Schedule II as the "Ending
Balance" for such beginning date.

     "Business Day": As defined in the Trust Agreement.


                                       4
<PAGE>

     "Call Date": Any Business Day on or after July 24, 2006, or after the
announcement of any redemption or other unscheduled payment or sale of the
Underlying Securities on which the Call Warrants are exercised and the
proceeds of an Optional Call (as defined in the Series Supplement) are
distributed to the holders of the Certificates pursuant to Section 7 of the
Series Supplement.

     "Call Price": (i) in the case of the Class A-1 Certificates, the par
value of the Class A-1 Certificates being purchased pursuant to the exercise
of the Call Warrants, plus any accrued and unpaid interest on such amount to
but excluding the Call Date and (ii) in the case of the Class A-2 Certificates
being purchased pursuant to the exercise of the Call Warrants, the Accreted
Principal Amount of the Class A-2 Certificates.

     "Call Warrant": As defined in the recitals.

     "Closing Date": July 24, 2001.

     "Depositor": As defined in the recitals.

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

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

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

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

     "Securities Act": The Securities Act of 1933, or any similar federal
statute, and the rules and regulations of the Commission thereunder, all as
the same shall be in effect at the time.

     "Trust": As defined in the recitals.

     "Trust Agreement": As defined in the recitals.

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

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

                                   ARTICLE V

                                 Warrant Agent

     Section 5.1 Limitation on Liability. The Warrant Agent shall be protected
and shall incur no liability for or in respect of any action taken, suffered
or omitted by it in connection


                                       5

<PAGE>

with its administration of the Call Warrants in reliance upon any instrument
of assignment or transfer, power of attorney, endorsement, affidavit, letter,
notice, direction, consent, certificate, statement or other paper or document
in good faith believed by it to be genuine and to be signed, executed and,
where necessary, verified and acknowledged, by the proper Person or Persons.

     Section 5.2 Duties of Warrant Agent. The Warrant Agent undertakes only
the specific duties and obligations imposed hereunder upon the following terms
and conditions, by all of which the Depositor, the Trust, the Trustee and each
Warrant Holder shall be bound:

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

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

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

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

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

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


                                       6

<PAGE>

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

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

     (i) The Warrant Agent shall act solely as the agent of the Trust
hereunder. The Warrant Agent shall not be liable except for the failure to
perform such duties as are specifically set forth herein, and no implied
covenants or obligations shall be read into the Call Warrants against the
Warrant Agent, whose duties shall be determined solely by the express
provisions thereof. The Warrant Agent shall not be deemed to be a fiduciary.

     (j) The Warrant Agent shall not be responsible for any failure on the
part of the Trustee to comply with any of its covenants and obligations
contained herein.

     (k) The Warrant Agent shall not be under any obligation or duty to
institute, appear in or defend any action, suit or legal proceeding in respect
hereof, unless first indemnified to its satisfaction, but this provision shall
not affect the power of the Warrant Agent to take such action as the Warrant
Agent may consider proper, whether with or without such indemnity. The Warrant
Agent shall promptly notify the Depositor and the Trustee in writing of any
claim made or action, suit or proceeding instituted against it arising out of
or in connection with the Call Warrants.

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

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


                                       7

<PAGE>

thirty (30) days after such removal or within sixty (60) days after
notification in writing of such resignation or incapacity by the resigning or
incapacitated Warrant Agent or by the Warrant Holder, then the Warrant Agent
or registered Warrant Holder may apply to any court of competent jurisdiction
for the appointment of such a successor. Any successor to the Warrant Agent
appointed hereunder must be rated in one of the four highest rating categories
by the Rating Agencies. Any entity which may be merged or consolidated with or
which shall otherwise succeed to substantially all of the trust or agency
business of the Warrant Agent shall be deemed to be the successor Warrant
Agent without any further action.

                                  ARTICLE VI

                                 Miscellaneous

     Section 6.1 Remedies. The remedies at law of the Warrant Holder in the
event of any default or threatened default by the Warrant Agent in the
performance of or compliance with any of the terms of the Call Warrants are
not and will not be adequate and, to the full extent permitted by law, such
terms may be specifically enforced by a decree for the specific performance of
any agreement contained herein or by an injunction against a violation of any
of the terms thereof or otherwise.

     Section 6.2 Limitation on Liabilities of Warrant Holder. Nothing
contained in this Warrant Agent Agreement shall be construed as imposing any
obligation on the Warrant Holder to purchase any of the Certificates except in
accordance with the terms thereof.

     Section 6.3 Notices. All notices and other communications under this
Warrant Agent Agreement shall be in writing and shall be delivered, or mailed
by registered or certified mail, return receipt requested, by a nationally
recognized overnight courier, postage prepaid, addressed (a) if to any Warrant
Holder, at the registered address of such Warrant Holder as set forth in the
register kept by the Warrant Agent or (b) if to the Warrant Agent, to 100 Wall
Street, Suite 1600, New York, New York 10005, Attention: Corporate Trust or to
such other address notice of which the Warrant Agent shall have given to the
Warrant Holder and the Trustee or (c) if to the Trust or the Trustee, to the
Corporate Trust Office (as set forth in the Trust Agreement); provided that
the exercise of any Call Warrants shall be effective in the manner provided in
Article I.

     Section 6.4 Amendment. (a) This Warrant Agent Agreement may be amended
from time to time by the Depositor, the Trustee and the Warrant Agent without
the consent of any Warrant Holder, upon receipt of an opinion of counsel
satisfactory to the Warrant Agent that the provisions hereof have been
satisfied and that such amendment would not alter the status of the Trust as a
grantor trust under the Code, for any of the following purposes: (i) to cure
any ambiguity or to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein or to provide for
any other terms or modify any other provisions with respect to matters or
questions arising under the Call Warrant which shall not adversely affect in
any material respect the interests of the Warrant Holder or any holder of a
Certificate or (ii) to evidence and provide for the acceptance of appointment
hereunder of a Warrant Agent other than U.S. Bank Trust National Association.


                                       8

<PAGE>

     (a) Without limiting the generality of the foregoing, the Call Warrants
may also be modified or amended from time to time by the Depositor, the
Trustee and the Warrant Agent with the consent of Warrant Holders of 66-2/3%
of each of the Call Warrants related to the Class A-1 Certificates and the
Call Warrants related to the Class A-2 Certificates, upon receipt of an
opinion of counsel satisfactory to the Warrant Agent that the provisions
hereof (including, without limitation, the following proviso) have seen
satisfied, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Call Warrants or of
modifying in any manner the rights of the Warrant Holders; provided, however,
that no such amendment shall (i) adversely affect in any material respect the
interests of holders of Certificates without the consent of the holders of
Certificates evidencing not less than the Required Percentage-Amendment of the
aggregate Voting Rights of such affected Certificates (as such terms are
defined in the Trust Agreement) and without written confirmation from the
Rating Agencies that such amendment will not result in a downgrading or
withdrawal of its rating of the Certificates; (ii) alter the terms on which
Call Warrants are exercisable or the amounts payable upon exercise of a
Warrant without the consent of the holders of Certificates evidencing not less
than 100% of the aggregate Voting Rights of such affected Certificates and
100% of the affected Warrant Holders or (iii) reduce the percentage of
aggregate Voting Rights required by (i) or (ii) without the consent of the
holders of all such affected Certificates. Notwithstanding any other provision
of this Warrant, this Section 6.4(b) shall not be amended without the consent
of 100% of the affected Warrant Holders.

     (b) Promptly after the execution of any such amendment or modification,
the Warrant Agent shall furnish a copy of such amendment or modification to
each Warrant Holder, to the Trustee and to the Rating Agencies. It shall not
be necessary for the consent of Warrant Holders or holders of Certificates
under this Section to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent shall approve the substance
thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof shall be subject to such reasonable
regulations as the Warrant Agent may prescribe.

     Section 6.5 Expiration. The right to exercise the Call Warrants shall
expire on the earliest to occur of (a) the cancellation thereof, (b) the
termination of the Trust Agreement, (c) the liquidation, disposition, or
maturity of all of the Certificates, or (d) the occurrence of an Event of
Default under the Trust Agreement.

     Section 6.6 Descriptive Headings. The headings in this Warrant Agent
Agreement are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof.

     Section 6.7 GOVERNING LAW. THIS CALL WARRANT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED
BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT
OF LAWS.

     Section 6.8 Judicial Proceedings; Waiver of Jury. Any judicial proceeding
brought against the Trust, the Trustee or the Warrant Agent with respect to
this Warrant Agent Agreement may be brought in any court of competent
jurisdiction in the County of New York, State of New York or of the United
States of America for the Southern District of New York


                                       9

<PAGE>

and, by execution and delivery of the Call Warrants, the Trustee on behalf of
the Trust and the Warrant Agent (a) accept, generally and unconditionally, the
nonexclusive jurisdiction of such courts and any related appellate court, and
irrevocably agree that the Trust, the Trustee and the Warrant Agent shall be
bound by any judgment rendered thereby in connection with this Warrant Agent
Agreement or the Call Warrants, subject to any rights of appeal, and (b)
irrevocably waive any objection that the Trust, the Trustee or the Warrant
Agent may now or hereafter have as to the venue of any such suit, action or
proceeding brought in such a court or that such court is an inconvenient
forum.

     Section 6.9 Nonpetition Covenant; No Recourse. Each of (i) the Warrant
Holder by its acceptance thereof, and (ii) the Warrant Agent agrees, that it
shall not (and, in the case of the Warrant Holder, that it shall not direct
the Warrant Agent to), until the date which is one year and one day after the
payment in full of the Certificates and all other securities issued by the
Trust, the Depositor or entities formed, established or settled by the
Depositor, acquiesce, petition or otherwise invoke or cause the Trust, the
Depositor, or any such other entity to invoke the process of the United States
of America, any State or other political subdivision thereof or any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government for the purpose of commencing or
sustaining a case by or against the Trust, the Depositor or any such other
entity under a federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official of the Trust, the Depositor or any such other entity
or all or any part of the property or assets of Trust, the Depositor or any
such other entity or ordering the winding up or liquidation of the affairs of
the Trust, the Depositor or any such other entity.


                                      10

<PAGE>

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

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


                                    By:___________________________________
                                                 Authorized Signatory

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


                                    By:___________________________________
                                                 Authorized Signatory


                                      11



<PAGE>

                                   EXHIBIT C
                           FORM OF INVESTMENT LETTER

                         QUALIFIED INSTITUTIONAL BUYER

                                                      Dated: [_______________]

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

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

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

Ladies and Gentlemen:

     In connection with our proposed purchase of ___________ Call Warrants
(the "Call Warrants") representing an interest in the Corporate Backed Trust
Certificates, Corning Debenture-Backed Series 2001-28 Trust (the "Trust"), the
investor on whose behalf the undersigned is executing this letter (the
"Purchaser") confirms that:

     (1) Reference is made to the Prospectus Supplement, dated July 20, 2001
(the "Prospectus Supplement"), with respect to the Certificates to which the
Call Warrants relate. Capitalized terms used herein that are not otherwise
defined shall have the meanings ascribed thereto in the Prospectus Supplement.
The Purchaser has received a copy of the Prospectus Supplement and such other
information as the Purchaser deems necessary in order to make its investment
decision and the Purchaser has been provided the opportunity to ask questions
of, and receive answers from, the Depositor and the Underwriters, concerning
the terms and conditions of the Call Warrants. The Purchaser has received and
understands the above, and understands that substantial risks are involved in
an investment in the Call Warrants. The Purchaser represents that in making
its investment decision to acquire the Call Warrants, the Purchaser has not
relied on representations, warranties, opinions, projections, financial or
other information or analysis, if any, supplied to it by any person, including
you, the Depositor or the Trustee or any of your or their affiliates, except
as expressly contained in the Prospectus Supplement and in the other written
information, if any, discussed above. The Purchaser has such knowledge and
experience in financial and business matters as to be capable of evaluating
the merits and risks of an investment in the Call Warrants, and the Purchaser
is able to bear the substantial economic risks of such an investment. The
Purchaser has relied upon its own tax, legal and financial advisors in
connection with its decision to purchase the Call Warrants.

     (2) The Purchaser is (A) a "Qualified Institutional Buyer" (as defined in
Rule 144A under the Securities Act of 1933, as amended (the "1933 Act")) and
(B) acquiring the Call Warrants for


                                     C-1

<PAGE>

its own account or for the account of an investor of the type described in
clause (A) above as to each of which the Purchaser exercises sole investment
discretion. The Purchaser is purchasing the Call Warrants for investment
purposes and not with a view to, or for, the offer or sale in connection with,
a public distribution or in any other manner that would violate the 1933 Act
or the securities or blue sky laws of any state.

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

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

     "THIS CALL WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF
EXCEPT WHILE A REGISTRATION UNDER SUCH ACT IS IN EFFECT OR PURSUANT TO AN
EXEMPTION THEREFROM UNDER SUCH ACT. THIS CALL WARRANT REPRESENTED HEREBY MAY
BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS CALL
WARRANT."

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

     (6) The Purchaser agrees that if at some time in the future it wishes to
transfer or exchange any of the Call Warrants, it will not transfer or
exchange any of the Call Warrants unless such transfer or exchange is in
accordance with Section 3.2 of the Warrant Agent Agreement. The Purchaser
understands that any purported transfer of the Call Warrants (or any interest
therein) in contravention of any of the restrictions and conditions in the
Trust Agreement, as applicable, shall be void, and the purported transferee in
such transfer shall not be recognized by the Trust or any other Person as a
Warrant Holder.


                                     C-2

<PAGE>

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

                                        Very truly yours,

                                        By: ___________________________________
                                            Name:
                                            Title:

                                        [Medallion Stamp to be affixed here]


                                     C-3