**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, 200****9**

 

**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: **(****646****)****285-9000**

 

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”)    |

 

Securitiesregistered pursuant to Section 12(g) of the Act: **None**

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act. Yes o No x

 

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Act. Yes o No x

 

Indicateby check mark whether the registrant: (1) has filed all reports requiredto be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. Yes x Noo

 

Indicateby check mark whether the registrant has submitted electronically and posted onits corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of thischapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes o No o

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (§ 229.405 of this chapter) is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K. x

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2of the Exchange Act.  (Check one):

 

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

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Act). Yes o No x

 

State theaggregate market value of the voting and non-voting common equity held bynonaffiliates computed by reference to the price at which the common equity waslast sold, or the average bid and asked price of such common equity, as of thelast business day of the registrant’s most recently completed second fiscalquarter:

 

Theregistrant has no voting stock or class of common stock that is held bynonaffiliates.

 

 

 

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**DOCUMENTS INCORPORATED BY REFERENCE**

 

The distributionreports to security holders filed on Form 8-K during the fiscal year inlieu of reports on Form 10-Q which include the reports filed on Form 8-Klisted in Item 15(a) hereto are incorporated by reference into part IV ofthis Annual Report.

 

**Introductory Note**

** **

Lehman ABSCorporation (the “Depositor”) is the Depositor in respect of the CorporateBacked Trust Certificates, AIG Debenture-Backed Series 2002-10 Trust (the “Trust”),a common law trust formed pursuant to the Standard Terms for Trust Agreements,dated as of January 16, 2001,****between theDepositor and U.S. Bank Trust National Association, as trustee (the “Trustee”),as supplemented by a Series Supplement (the “Series Supplement”)dated as of June 6, 2002****in respect ofthe Trust.  The Trust’s assets consistsolely of debentures issued by SunAmerica, Inc., predecessor to AmericanInternational Group, Inc.  The Certificates do not representobligations of or interests in the Depositor or the Trustee.

 

The Registrant isa wholly-owned, indirect subsidiary of Lehman Brothers Holdings Inc. (“LBHI”),which filed a voluntary petition (the “Petition”) for relief under Chapter 11of the United States Code in the United States Bankruptcy Court for theSouthern District of New York on September 15, 2008 in a jointlyadministered proceeding named In re Lehman Brothers Holdings Inc., et. al.under Case Number 08-13555. LBHI and its wholly-owned broker-dealer, LehmanBrothers Inc., have sold since September 15, 2008 significant businesses,including the sale on September 21, 2008 of the investment bankingbusiness to Barclays Capital Inc., which business included the employees whohistorically conducted the Registrant’s business.

 

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 or reports.  There can be no assurance that eventsaffecting the issuer of the underlyingsecurities or the underlying securities have not occurred or have notyet been publicly disclosed which would affect the accuracy or completeness ofthe 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.

 

Thepublicly offered Certificates representing investors’ interest in the Trust arerepresented by one or more physical Certificates registered in the name of  “Cede & Co.”, the nominee of  The Depository Trust Company.  Those publicly offered Certificates arelisted on the NYSE.

 

Item 6.  Selected Financial Data.

 

Not Applicable

 

Item 7. Management’s Discussion and Analysis ofFinancial Condition and Results of Operation.

 

Not Applicable

 

Item 7A.**Quantitativeand Qualitative Disclosures About Market Risk.

 

Not Applicable

 

Item 8. Financial Statements and Supplementary Data.

 

Not Applicable

 

Item 9. Changes in and Disagreements With Accountantson Accounting and Financial Disclosure.

 

None

 

Item 9A. Controls and Procedures.

 

Not Applicable

 

Item 9A(T). Controls and Procedures.

 

Not Applicable

 

Item 9B.  OtherInformation.

 

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, 2009 through and including December 31,2009 have been filedwith the Securities and Exchange Commission and are hereby incorporated byreference.  Filing dates are listedbelow:

 
| **Trust  Description**                                                               | ** ** | **Distribution Date** | ** ** | **Filed on** | ** ** |
|--------------------------------------------------------------------------------------|------------|----------------------------|------------|-------------------|------------|
| Corporate  Backed Trust Certificates, AIG Debenture-Backed Series 2002-10 Trust |       | 02/02/2009                 |       | 07/21/2009        |       |
|                                                                                 |       | 07/31/2009                 |       | 10/01/2009        |       |

 

2.                                      None.

 

3.                                      Exhibits:

 

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

 

The Trust covered by this Annual Report was formed prior to June 30,2003 and there is no requirement in the trust agreement for the preparation ofa report by an independent public accountant regarding the Trustee’s compliancewith its obligations.

 

(b)                                 See Item 15(a) above.

 

(c)                                  Not Applicable.

** **

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** **

**SIGNATURES**

** **

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe 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: March 31, 2010 | By:                                           |   | /s/ William J. Fox |
|                       |                                          |   | Name: | William J. Fox |
|                       |                                          |   | Title: | Chief Financial Officer  and  Executive 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 Executive 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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