**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

 

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**FORM 10-K**

 

**(Mark One)**

 

**x****     ****ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934**

 

**For the fiscal year ended December 31, 2008**

 

**or**

 

**o****        ****TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934**

 

**For the transition period from                to                 **

 

**CommissionFile Number:   001-31874**

 

**filed onbehalf of:**

 

**CorporateBacked Trust Certificates, AIG Debenture-Backed Series 2002-10 Trust**

(Exact Name ofRegistrant as Specified in Its Charter)

 

**by:**

 

**LehmanABS Corporation**

(Exact Name ofDepositor as Specified in Its Charter)

 

| **Delaware**                                                        | ** ** | **13-3447441**                        |
|---------------------------------------------------------------------|------------|---------------------------------------|
| **(**State or other jurisdiction of  incorporation or organization) |       | (I.R.S. Employer  Identification No.) |
|                                                                |       |                                  |
| **1271  Avenue of the Americas, New York, New York**                | ** ** | **10020**                             |
| (Address of  principal executive offices)                           |       | (Zip Code)                            |

 

Registrant’stelephone number, including area code:  **(212) 526-7000**

 

Securities registeredpursuant to Section 12(b) of the Act:

 

| ** ** | **Title of  Each Class**                                                       | ** ** | **Name of  Each Exchange on Which Registered**   | ** ** |
|------------|--------------------------------------------------------------------------------|------------|--------------------------------------------------|------------|
|       | Corporate Backed  Trust Certificates, AIG Debenture-Backed Series 2002-10 |       | New York  Stock Exchange (“NYSE”) |       |

 

Securities registered pursuant to Section 12(g) ofthe Act:   **None**

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes o   No x

 

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act. Yes o   No x

 

Indicate by check markwhether the registrant: (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes x     No o

 

Indicate by check mark whether the registrant hassubmitted electronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (§ 229.405 of this chapter) during the preceeding 12 months (orfor such shorter period that the registrant was required to submit and postsuch files). Yes o   Noo

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, tothe best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K orany amendment to this Form 10-K.  x

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer.  See definition of“accelerated filer and large accelerated filer” in Rule 12b-2 of theExchange Act.  (Check one):

 

| Large  Accelerated Filer o |   | Accelerated  Filer o         |
|----------------------------|--------|------------------------------|
|                       |   |                         |
| Non-Accelerated  Filer x   |   | Smaller  Reporting Company o |

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theAct). Yes o     No x

 

State the aggregate market value of the voting andnon-voting common equity held by nonaffiliates computed by reference to theprice at which the common equity was last sold, or the average bid and askedprice of such common equity, as of the last business day of the registrant’smost recently completed second fiscal quarter:

 

The registrant has novoting stock or class of common stock that is held by nonaffiliates.

 

 

 

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**DOCUMENTS INCORPORATED BYREFERENCE**

 

The distribution reports to security holders filed on Form 8-Kduring the fiscal year in lieu of reports on Form 10-Q which include thereports filed on Form 8-K listed in Item 15(a) hereto areincorporated by reference into part IV of this Annual Report.

 

**IntroductoryNote**

** **

Lehman ABS Corporation (the “Depositor”) is theDepositor in respect of the Corporate Backed Trust Certificates, AIGDebenture-Backed Series 2002-10 Trust (the “Trust”), a common law trustformed pursuant to the Standard Terms for Trust Agreements, dated as of January 16,2001,****between the Depositor and U.S. BankTrust National Association, as trustee (the “Trustee”), as supplemented by a Series Supplement(the “Series Supplement”) dated as of June 6, 2002****in respect of the Trust. The Trust’s assets consist solely of debentures issued by SunAmerica, Inc.,predecessor to American International Group, Inc.  The Certificates do notrepresent obligations of or interests in the Depositor or the Trustee.

 

The Registrant is a wholly-owned, indirect subsidiaryof Lehman Brothers Holdings Inc. (“LBHI”), which filed a voluntary petition(the “Petition”) for relief under Chapter 11 of the United States Code in theUnited States Bankruptcy Court for the Southern District of New York on September 15,2008 in a jointly administered proceeding named In re Lehman Brothers HoldingsInc., et. al. under Case Number 08-13555. LBHI and its wholly-ownedbroker-dealer, Lehman Brothers Inc., have sold since September 15, 2008significant businesses, including the sale on September 21, 2008 of theinvestment banking business to Barclays Capital Inc., which business includedthe employees who historically conducted the Registrant’s business. As a resultof the foregoing, the Registrant discontinued its securitization business andthe individuals previously involved in such securitization business are nolonger employed by the Registrant’s affiliates. Accordingly, the Registrant was unable to timely file its Annual Reporton Form 10-K for the fiscal year ended on December 31, 2008, andfiled a Form 12b-25 on April 2, 2009 in connection therewith.

 

American International Group, Inc.,successor to SunAmerica, Inc., the issuer of the underlying securities, is subject to the information reporting requirementsof the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  For information on the issuer of the underlying securities, please see its periodic andcurrent reports filed with the Securities and Exchange Commission (the “Commission”)under American International Group, Inc.’s Exchange Act file number, 001-08787. The Commission maintains a site on the World Wide Web at “http://www.sec.gov”at which users can view and download copies of reports, proxy and informationstatements and other information regarding issuers filed electronically throughthe Electronic Data Gathering, Analysis and Retrieval system, or “EDGAR.”   Periodic and current reports and otherinformation required to be filed pursuant to the Exchange Act by the issuer ofthe underlying securities may be accessed on this site.  Neither the Depositor nor the Trusteehas participated in the preparation of such reporting documents, or made anydue diligence investigation with respect to the information providedtherein.  Neither the Depositor nor theTrustee has verified the accuracy or completeness of such documents orreports.  There can be no assurance thatevents affecting the issuer of theunderlying securities or the underlying securities have not occurred orhave not yet been publicly disclosed which would affect the accuracy orcompleteness of the publicly available documents described above.

 

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**PART I**

** **

Item 1.  Business.

 

Not Applicable

 

Item 1A.  Risk Factors.

 

Not Applicable

 

Item 1B.  Unresolved Staff Comments.

 

Not Applicable

 

Item 2.  Properties*.*

 

Not Applicable

 

Item 3.  Legal Proceedings.

 

None

 

Item 4.  Submission of Matters to a Vote of SecurityHolders.

 

None

 

**PART II**

** **

Item 5.  Market for Registrant’s Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

The publicly offered Certificates representinginvestors’ interest in the Trust are represented by one or more physicalCertificates registered in the name of  “Cede &Co.”, the nominee of  The DepositoryTrust Company.  Those publicly offeredCertificates are listed on the NYSE.

 

Item 6.  Selected Financial Data.

 

Not Applicable

 

Item 7.*   *Management’sDiscussion and Analysis of Financial Condition and Results of Operation.

 

Not Applicable

 

Item 7A.**Quantitative and Qualitative Disclosures About Market Risk.

 

Not Applicable

 

Item 8. FinancialStatements and Supplementary Data.

 

Not Applicable

 

Item 9. Changes in andDisagreements With Accountants on Accounting and Financial Disclosure.

 

None

 

Item 9A.  Controls and Procedures.

 

Not Applicable

 

Item 9A(T). Controls andProcedures.

 

Not Applicable

 

Item 9B.  Other Information.

 

None

 

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**PART III**

** **

Item 10.  Directors, Executive Officers and CorporateGovernance.

 

Not Applicable

 

Item 11.   Executive Compensation.

 

Not Applicable

 

Item 12.  Security Ownership of Certain BeneficialOwners and Management and Related Stockholder Matters.

 

Not Applicable

 

Item 13.  Certain Relationships and RelatedTransactions, and Director Independence.

 

None

 

Item 14.  Principal Accountant Fees and Services.

 

Not Applicable

 

**PART IV**

** **

Item 15.  Exhibits, Financial Statement Schedules.

 

(a)                                  The following documents have been filedas part of this report.

 

1.                                   Trustee’s Distribution Statementsdocumented on Form 8-K regarding the distributions from the Trust to thecertificateholders for the period from January 1, 2008 through andincluding December 31, 2008 have been filed with the Securities andExchange Commission and are hereby incorporated by reference.  Filing dates are listed below:

 
| **Trust Description**                                                                | ** ** | **Distribution  Date** | ** ** | **Filed on**           |
|--------------------------------------------------------------------------------------|------------|------------------------|------------|------------------------|
| Corporate Backed Trust  Certificates, AIG Debenture-Backed Series 2002-10 Trust |       | 01/31/2008  07/31/2008 |       | 02/12/2008  08/13/2008 |

 

2.                                    None.

 

3.                                    Exhibits:

 

31.1 — Certification by Senior Vice President of theRegistrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302of the Sarbanes-Oxley Act of 2002.

 

31.2 — Annual Compliance Report by Trustee pursuant to15 U.S.C. Section 7241, as adopted pursuant to Section 302 of theSarbanes-Oxley Act of 2002.

 

The Trust covered by this Annual Report was formedprior to June 30, 2003 and there is no requirement in the trust agreementfor the preparation of a report by an independent public accountant regardingthe Trustee’s compliance with its obligations.

 

(b)                                 See Item 15(a) above.

 

(c)                                  Not Applicable.

** **

**4**

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** **

**SIGNATURES**

** **

Pursuant to the requirements of Section 13 or 15(d) ofthe Securities Exchange Act of 1934, the registrant has duly caused this reportto be signed on its behalf by the undersigned thereunto duly authorized.  In preparing this report the Registrant hasrelied on Distribution Statements provided to it by the Trustee.

 
|                       |   |   | Lehman ABS Corporation,  as Depositor for the |
|----------------------------|--------|--------|-----------------------------------------------|
|                       |   |   | Trust (the  “Registrant”)           |
|                       |   |   |                                          |   |
|                       |   |   |                                          |   |
| Dated: July 20,  2009 |   |   | By:                                           | /s/ William Fox |
|                       |   |   |                                          | Name: | William Fox |
|                       |   |   |                                          | Title: | Chief Financial  Officer, Controller and |
|                       |   |   |                                          |   | Senior Vice President |

 

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**EXHIBIT INDEX**

 
| **Reference  Number per  Item 601 of  Regulation SK** | ** ** | **Description  of Exhibits**                                                                                                                                                   | ** ** | **Exhibit Number  in this Form 10-K** |
|-------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------|
| (31.1)                                                |       | Certification by Senior  Vice President of the Registrant pursuant to 15 U.S.C. Section 7241, as  adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |       | 31.1                                            |
| (31.2)                                                |       | Annual Compliance  Report by Trustee pursuant to 15 U.S.C. Section 7241, as adopted  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                      |       | 31.2                                            |

 

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