<PAGE>

                                                                     EXHIBIT 4.1
================================================================================

                                TRUST AGREEMENT

                                    between

                      CORPORATE ASSET BACKED CORPORATION,
                                  as Depositor

                                      and

                     U.S. BANK TRUST NATIONAL ASSOCIATION,
                          as Trustee and Option Agent

                                     CABCO
                Series 2004-102 Trust (SBC Communications Inc.)

================================================================================
<PAGE>

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                            AND AGREEMENT PROVISIONS*

<TABLE>
<CAPTION>
Trust Indenture
 Act Section                                   Agreement Section
---------------                                -----------------
<S>                                            <C>
    310(a)(1)                                              7.14(a)
       (a)(2)                                              7.14(a)
       (a)(3)                                                 7.13
       (a)(4)                                               7.1(f)
       (a)(5)                                              7.14(a)
          (b)                                              7.14(b)
          (c)                                       Not Applicable

       311(a)                                                  7.4
          (b)                                                  7.4
          (c)                                       Not Applicable

       312(a)                                       3.7(a), 3.8(a)
          (b)                                               3.8(b)
          (c)                                               3.8(c)

       313(a)                                                  7.6
          (b)                                                  7.6
          (c)                                                  7.6
          (d)                                                  7.6

       314(a)                                       4.1(a), 4.1(b)

       315(a)                               7.1(a), 7.1(b), 7.1(c)
          (b)                                              7.16(b)
          (c)                                                 7.16
          (d)                                               7.1(c)
          (e)                                               7.1(g)

    316(a)(1)                                               7.5(a)
    316(a)(2)                                       Not Applicable
       316(b)                                               6.3(c)
       316(c)                                               3.7(b)

       317(a)                                       Not Applicable
       317(b)                                                  6.4
</TABLE>

------------------------
* This reconciliation and tie shall not, for any purpose, be deemed to be part
of the within agreement.

<PAGE>

<TABLE>
<CAPTION>
Trust Indenture
 Act Section                                   Agreement Section
---------------                                -----------------
<S>                                            <C>
       318(a)                                                10.12
</TABLE>

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.    Definitions.............................................   1
Section 1.2.    Other Definitional Provisions...........................  10
Section 1.3.    Incorporation by Reference of Trust Indenture Act.......  10

                                   ARTICLE II

                                  ORGANIZATION

Section 2.1.    Creation of Trust; Trust Assets and Obligations........   11
Section 2.2.    Name of Trust..........................................   12
Section 2.3.    Business of Trust......................................   12
Section 2.4.    Trust Office...........................................   12
Section 2.5.    Purposes and Powers....................................   13
Section 2.6.    Appointment of Trustee.................................   13
Section 2.7.    Declaration of Trust...................................   14
Section 2.8.    Liability of Certificateholders........................   14
Section 2.9.    Title to Trust Property................................   14
Section 2.10.   Situs of Trust.........................................   14
Section 2.11.   Representations and Warranties of Depositor............   14
Section 2.12.   Tax Treatment..........................................   15
Section 2.13.   Retained Interest......................................   16
Section 2.14.   [Reserved].............................................   16
Section 2.15.   Call Options, Exercise of Call Options and Exchange of
                Certificates for Underlying Securities.................   16
Section 2.16.   The Swap Agreement and Swap Payments...................   19
Section 2.17.   Mergers................................................   19
Section 2.18.   Grant of Security Interest.............................   19

                                  ARTICLE III

                                THE CERTIFICATES

Section 3.1.    The Certificates.......................................   21
Section 3.2.    Form of the Certificates...............................   22
Section 3.3.    Execution, Authentication and Delivery.................   22
</TABLE>

<PAGE>
<TABLE>
<S>                                                                         <C>
Section 3.4.    Registration of Certificates; Registration of Transfer and
                Exchange of Certificates.................................   22
Section 3.5.    Mutilated, Destroyed, Lost or Stolen Certificates........   23
Section 3.6.    Persons Deemed Certificateholders........................   24
Section 3.7.    Access to List of Certificateholders' Names and Addresses   24
Section 3.8.    Preservation of Information; Communications to
                Certificateholders.......................................   25
Section 3.9.    Legend on Global Certificates............................   25
Section 3.10.   Definitive Certificates..................................   26
Section 3.11.   Definitive Certificates After Available Information
                Event....................................................   26
Section 3.12.   Actions by Certificateholders............................   27
Section 3.13.   Additional Legends.......................................   27

                                   ARTICLE IV

                             EXCHANGE ACT REPORTING

Section 4.1.    Exchange Act Reporting...................................   28

                                   ARTICLE V

                               ACTIONS BY TRUSTEE

Section 5.1.    Prior Notice to Certificateholders, the Option Agent
                and the Swap Counterparty with Respect to Certain
                Matters..................................................   29
Section 5.2.    Action by Trustee with Respect to Certain Matters........   30
Section 5.3.    Majority Control.........................................   30

                                   ARTICLE VI

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 6.1.    Establishment of Collection Account and Securities
                Account..................................................   30
Section 6.2.    Application of Trust Funds...............................   31
Section 6.3.    Certain Provisions Applicable to all Distributions to
                Certificateholders.......................................   33
Section 6.4.    Appointment of Paying Agent..............................   34
Section 6.5.    Method of Payment........................................   35
Section 6.6.    Reports to Certificateholders............................   35
Section 6.7.    Accounting and Information to Certificateholders,
                Internal Revenue Service and Others......................   36
Section 6.8.    Signature on Returns.....................................   36
Section 6.9.    No Implied Duties of the Depositor.......................   36
</TABLE>

<PAGE>

<TABLE>
<S>                                                                         <C>
                                  ARTICLE VII

                                  THE TRUSTEE

Section 7.1.    Duties of Trustee; Notice of Defaults.....................   37
Section 7.2.    Rights of Trustee.........................................   38
Section 7.3.    Acceptance of Trusts and Duties...........................   38
Section 7.4.    Preferential Collection of Claims Against Trustee.........   40
Section 7.5.    Action Upon Instruction by Certificateholders.............   40
Section 7.6.    Furnishing of Documents; Reports to Certificateholders
                and DTC...................................................   40
Section 7.7.    Representations and Warranties of Trustee.................   41
Section 7.8.    Reliance; Advice of Counsel...............................   42
Section 7.9.    Trustee May Own Certificates..............................   43
Section 7.10.   Compensation and Indemnity................................   43
Section 7.11.   Replacement of Trustee....................................   44
Section 7.12.   Merger or Consolidation of Trustee........................   45
Section 7.13.   Appointment of Co-Trustee or Separate Trustee.............   45
Section 7.14.   Eligibility Requirements for Trustee......................   46
Section 7.15.   Voting of the Underlying Securities Other than in the
                Case of an Underlying Securities Event of Default;
                Modification of the Swap Agreement........................   47
Section 7.16.   Trustee's Liquidation, Enforcement and Voting of
                Underlying Securities Upon an Underlying Securities Event
                of Default................................................   49
Section 7.17.   Swap Agreement Termination Events.........................   51
Section 7.18.   Annual Statement..........................................   51

                                  ARTICLE VIII

                            TERMINATION OF AGREEMENT

Section 8.1.    Termination of Agreement..................................   51

                                   ARTICLE IX

                                   AMENDMENTS

Section 9.1.    Allocation of Voting Rights...............................   53
Section 9.2.    Amendments Without Consent of Certificateholders..........   53
Section 9.3.    Amendments With Consent of Certificateholders and the
                Swap Counterparty.........................................   53
Section 9.4.    Form of Amendments........................................   54
</TABLE>

<PAGE>

<TABLE>
<S>                                                                           <C>
                                   ARTICLE X

                                 MISCELLANEOUS

Section 10.1.   Certificateholders Have No Legal Title to Trust Property...   54
Section 10.2.   Limitations on Rights of Others............................   54
Section 10.3.   Notices....................................................   55
Section 10.4.   Tax Classification Election................................   55
Section 10.5.   Severability...............................................   55
Section 10.6.   Counterparts...............................................   56
Section 10.7.   Successors and Assigns.....................................   56
Section 10.8.   No Petition Covenant.......................................   56
Section 10.9.   No Recourse................................................   56
Section 10.10.  Headings...................................................   56
Section 10.11.  Governing Law..............................................   57
Section 10.12.  Conflict with Trust Indenture Act..........................   57
</TABLE>

<PAGE>

Exhibit A  --   Series 2004-102 Underlying Securities Schedule

Exhibit B  --   Terms of the Certificates

Exhibit C  --   Form of Certificate

Exhibit D  --   Form of Swap Agreement

<PAGE>

                                 TRUST AGREEMENT

            TRUST AGREEMENT, dated as of December 15, 2004 (this "Agreement"),
between Corporate Asset Backed Corporation, as depositor (the "Depositor"), and
U.S. Bank Trust National Association, as trustee (the "Trustee") for CABCO
Series 2004-102 Trust (SBC Communications Inc.) (the "Trust") and as option
agent (in such capacity, the "Option Agent") for the holders of the Certificates
from time to time with respect to the Call Options described below.

            The Trust is issuing $32,500,000 in initial aggregate certificate
principal balance of collared floating rate callable certificates (the
"Certificates"), entitled to distributions of principal, premium (if any) and
interest.

            The Trust is acquiring the Underlying Securities, excluding the
Retained Interest, and the Depositor's rights and obligations (excluding the
one-time payment paid by the Swap Counterparty to the Depositor under the
Confirmation) under the Confirmation. The Certificates, in the aggregate, will
evidence the entire beneficial ownership of the Trust Assets, including the
Underlying Securities and the Confirmation, subject to the liabilities of the
Trust, if any. The Certificates are subject to the Call Options.

            In consideration of the mutual agreements herein contained, each
party agrees that the following terms and provisions shall govern the
Certificates and the Trust, for the benefit of all the other parties and the
Certificateholders and the Option Holder to the extent provided herein.

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

            Section 1.1. Definitions.

            Except as otherwise specified herein or as the context may otherwise
require, the following terms have the respective meanings set forth below for
all purposes of this Agreement.

            "Affiliate" means, with respect to any specified Person, any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

            "Agreement" means this Trust Agreement.

            "Assignment Agreement" means the assignment and assumption
agreement, dated as of the Closing Date, among the Swap Counterparty, the
Depositor and the Trust pursuant to which the Depositor assigns to the Trust all
of its rights and obligations (excluding the one-time payment paid by the Swap
Counterparty to the Depositor under the Confirmation) under the Confirmation.

                                       1
<PAGE>

            "Available Funds" means, for any Distribution Date, Available
Interest Funds and Available Principal Funds for such Distribution Date.

            "Available Information Event" means that the Underlying Securities
Issuer has suspended its Exchange Act reporting at a time when the Exchange Act
reporting requirements applicable to the Trust have not been suspended or
terminated.

            "Available Interest Funds" means, for any Distribution Date, the sum
of (i) any Interest Distribution Amounts received on or prior to such
Distribution Date from the Swap Counterparty pursuant to the Swap Agreement with
respect to the preceding Interest Accrual Period and (ii) any Interest
Distribution Amounts representing interest on the Underlying Securities that are
actually received by the Trust pursuant to the Underlying Securities Indenture
on such Distribution Date and not required to be paid to the Swap Counterparty
pursuant to the Swap Agreement.

            "Available Principal Funds" shall mean all amounts received from the
Underlying Securities Issuer with respect to principal of the Underlying
Securities on the Final Distribution Date or any other date.

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

            "Calculation Agent" means the London Branch of UBS AG.

            "Call Date" has the meaning specified in the Call Option Agreement.

            "Called Certificates" has the meaning set forth in Section 2.15(c)
of this Agreement.

            "Call Notice" has the meaning specified in the Call Option
Certificate.

            "Call Options" means the call options with respect to the
Certificates granted to the Depositor by UBS Securities LLC under the Call
Option Agreement.

            "Call Option Agreement" means the call option agreement, dated as of
the Closing Date, among the Depositor, UBS Securities LLC and the Option Agent
pursuant to which UBS Securities LLC grants the Call Options to the Depositor.

            "Call Option Certificate" means the physical certificate evidencing
the Call Options, substantially in the forms attached as an exhibit to the Call
Option Agreement.

            "Call Price" has the meaning specified in the Call Option Agreement.

            "Certificateholder" means each Person in whose name a Certificate is
registered on the Certificate Register.

                                       2
<PAGE>

            "Certificate Owner" means any Person who is the beneficial owner of
an interest in any Certificate.

            "Certificate Principal Balance" means, initially, with respect to
the Certificates and each Certificate of such Class, the amount identified as
the initial Certificate Principal Balance with respect to such Class (in Section
3.1(b) of this Agreement) or Certificate, as applicable, and, thereafter, such
initial amount as reduced by the aggregate of all amounts allocable to principal
previously distributed to Certificateholders, if applicable.

            "Certificate Register" and "Certificate Registrar" have the
respective meanings specified in Section 3.4.

            "Certificates" has the meaning specified in the preamble to this
Agreement.

            "Class" means Certificates having the same terms and conditions and
the same relative rights and interests.

            "Closing Date" means the date of this Agreement.

            "Code" means the Internal Revenue Code of 1986, as amended.

            "Collection Account" means the collection account established
pursuant to Section 6.1.

            "Commission" means the Securities and Exchange Commission.

            "Confirmation" means the confirmation, dated as of December 7, 2004,
related to the Depositor Master Agreement between the Depositor and the Swap
Counterparty.

            "Corporate Trust Office" means the principal office of the Trustee
at which at any particular time its corporate trust business shall be
administered, which office is initially located at U.S. Bank Trust National
Association, 100 Wall Street, Suite 1600, New York, NY 10005, or the principal
corporate trust office of any successor Trustee as designated by such successor
Trustee by notice to the Certificateholders and the Rating Agency, or, in either
case, such other office as the Trustee may designate from time to time by notice
to the Certificateholders and the Rating Agency.

            "Depositor" means Corporate Asset Backed Corporation, a Delaware
corporation, and any permitted successor or assignee.

            "Depositor Master Agreement" means the ISDA Master Agreement, dated
as of December 7, 2004, including the schedule thereto, and the related
Confirmation between the Depositor and the Swap Counterparty.

            "Depositor Order" means a written order signed by an authorized
officer of the Depositor.

                                       3
<PAGE>

            "Distribution Date" means (i) quarterly on the fifteenth day of
March, June, September and December (or if any such date is not a Business Day,
then the next succeeding Business Day) or (ii) upon the occurrence of a Swap
Agreement Termination Event that is not a Trust Termination Event, June 15 and
December 15 of each year (or if any such date is not a Business Day, then the
next succeeding Business Day), commencing on March 15, 2005, and ending on the
earlier of (x) the Final Distribution Date and (y) the date on which the Trust
is terminated under this Agreement.

            "DTC" means The Depository Trust Company and any successor.

            "Early Termination Date" means the date so designated as such in
accordance with the terms of the Swap Agreement.

            "Early Termination Payment" has the meaning specified in the
Confirmation.

            "Eligible Trust Account" means a segregated account with (a) the
corporate trust department of the Trustee or (b) a trust company or corporation
with trust powers organized under the laws of the United States of America or
any one of the states thereof or the District of Columbia (or any domestic
branch of a foreign bank), having corporate trust powers and acting as trustee
for funds deposited in such account, so long as any of the securities of such
depository institution shall have a credit rating from the Rating Agency in one
of its four highest rating categories, and in the case of each of clauses (a)
and (b) that is identified and held separate and apart from the general assets
of the Trustee, and that contains only property held by the Trustee as
fiduciary.

            "Exchange Act" means the United States Securities Exchange Act of
1934, as amended.

            "Executive Officer" means, with respect to any corporation, the
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
President, any Vice President, the Secretary or the Treasurer of such
corporation and, with respect to any partnership, any general partner thereof.

            "Final Distribution Date" means June 15, 2034.

            "Grant" means to sell, convey, assign, transfer, create, grant a
lien upon and a security interest in and right to set-off against, deposit, set
over and confirm to the Trustee pursuant to this Agreement, and the terms
"Granted" and "Granting" have meanings correlative to the foregoing. A Grant of
any Underlying Securities or of any instrument shall include all rights, powers
and options (but none of the obligations) of the Granting party thereunder,
including the immediate and continuing right to claim for, collect, receive and
give receipt for principal, premium, if any, and interest payments in respect of
such Underlying Securities and all other moneys payable thereunder, to give and
receive notices and other communications, to make waivers or other agreements,
to exercise all rights and options, and generally to do and receive anything
that the Granting party was entitled to do or receive thereunder or with respect
thereto prior to the Grant.

            "Integration Election" means an election under Treasury Regulation
Section 1.1275-6.

                                       4
<PAGE>

            "Interest Accrual Period" means (i) with respect to the first
Distribution Date, the period from and including the Closing Date to but
excluding the first Distribution Date and (ii) with respect to any Distribution
Date thereafter, the period from and including the preceding Distribution Date
to but excluding such current Distribution Date.

            "Interest Distribution Amount" means, with respect to each
Distribution Date, an amount equal to the product of (x) the then outstanding
Certificate Principal Balance, (y) the Interest Rate for the preceding Interest
Accrual Period and (z) the actual number of days in such Interest Accrual Period
divided by 360.

            "Interest Rate" means 3.25% per annum (since the Three-Month USD
LIBOR as of December 7, 2004 (2.45%) plus .65% is less than 3.25%) from and
including the Closing Date to but excluding the first Distribution Date and, for
each Interest Accrual Period thereafter, a floating rate, not to exceed 8.00%
per annum, equal to the greater of (i) Three-Month USD LIBOR plus .65% and (ii)
3.25%. Following the occurrence of a Swap Agreement Termination Event that is
not a Trust Termination Event, interest will be payable semi-annually at a fixed
rate equal to 6.450% per annum.

            "LIBOR Determination Date" means, for the first Interest Accrual
Period, the sixth London Banking Day preceding the commencement of such interest
accrual period. Thereafter, for each subsequent Interest Accrual Period
beginning on and after the first Distribution Date, the second London Banking
Day preceding the commencement of such Interest Accrual Period.

            "London Banking Day" shall mean any day on which the commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) in London.

            "Opinion of Counsel" means one or more written opinions of counsel,
who may be employees of or counsel to the Depositor or any of its Affiliates,
and who shall be reasonably satisfactory to the Trustee, which opinion or
opinions shall be addressed to the Trustee and shall be in form and substance
reasonably satisfactory to the Trustee.

            "Option Agent" means U.S. Bank Trust National Association, in its
capacity as option agent for the Call Options under the Call Option Agreement
and any successor in such capacity.

            "Option Holder" means the holder of the Call Options.

            "Outstanding" means, as of any date of determination, all
Certificates theretofore authenticated and delivered under this Agreement
except:

            (a) certificates previously cancelled by the Certificate Registrar
or delivered to the Certificate Registrar for cancellation;

            (b) certificates or portions thereof the payment for which money in
the necessary amount has been theretofore irrevocably deposited with the Trustee
in trust for the Certificateholders of such Certificates; and

                                       5
<PAGE>

            (c) certificates in exchange for or in lieu of which other
Certificates have been authenticated and delivered pursuant to this Agreement,
or the replacement Certificates thereof recovered by the Trustee pursuant to
Section 3.5(b) of this Agreement when a Protected Purchaser presents proof
satisfactory to the Trustee that it holds the original Certificates and is a
Protected Purchaser; provided that in determining whether the Certificateholders
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, Certificates owned by or pledged to the Depositor, the Trustee
in its individual capacity, or any Affiliate of either of the foregoing Persons
shall be disregarded and for purposes of determining the requisite Certificate
Principal Balance of Certificates shall be deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Certificates that the Trustee actually knows to be so owned shall be so
disregarded. In order to give effect to the foregoing provision, the Depositor
shall promptly give or cause to be given written notice to the Trustee of any
Certificates to its knowledge owned by or pledged to the Depositor or any
Affiliate, and shall refrain (and use commercially reasonable efforts to cause
its Affiliates to refrain) from giving any such request, demand, authorization,
direction, notice, consent or waiver.

            "Paying Agent" has the meaning specified in Section 6.4 of this
Agreement.

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

            "Placement Agency Agreement" means the placement agency agreement,
dated as of the Closing Date, between UBS Securities LLC and the Depositor in
terms of which UBS Securities LLC agrees to act as placement agent for the
Depositor in the sale of the Call Options.

            "Placement Agent" means UBS Securities LLC, in its capacity as
placement agent under the Placement Agency Agreement.

            "Proceeding" means any suit in equity, action at law or other
judicial or administrative proceeding.

            "Protected Purchaser" has the meaning specified in the Uniform
Commercial Code as in effect in the State of New York.

            "Rating Agency" means Standard & Poor's.

            "Rating Agency Condition" means with respect to any specified
action, that the Rating Agency shall have been given ten (10) days' prior notice
of such action and that such Rating Agency shall have notified the Trustee in
writing that such action will not result in a reduction or withdrawal of the
then-current rating of the Certificates.

            "Record Date" means, with respect to each Distribution Date, the day
immediately preceding each Distribution Date.

            "Responsible Officer" means, with respect to the Trustee, any
officer within the Corporate Trust Office of the Trustee, including any Senior
Vice President, Vice President,

                                       6
<PAGE>

Assistant Vice President, Secretary, Assistant Secretary or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers and also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.

            "Retained Interest" means, with respect to the Underlying Securities
Granted to the Trustee on the Closing Date, the interest accrued on such
Underlying Securities from and including August 18, 2004, to but excluding the
Closing Date.

            "SEC" means the Securities and Exchange Commission.

            "SEC Reporting Failure" means that (i) an Available Information
Event has occurred, and either (x) the suspension of Exchange Act reporting by
the Underlying Securities Issuer continues for a period of at least one year, or
(y) the Underlying Securities Issuer announces or takes measures that
demonstrate, in connection with such suspension or at any time thereafter, that
it will no longer be a reporting company under the Exchange Act; (ii) the
Certificates have been be removed from the DTC book-entry system; (iii)
definitive certificates representing the Certificates have been issued to the
beneficial owners of the Certificates; and (iv) the Underlying Securities Issuer
has not resumed filing Exchange Act reports within sixty (60) days of such
issuance.

            "Securities Account" means the securities account established
pursuant to Section 2.18 of this Agreement.

            "Securities Act" means the United States Securities Act of 1933, as
amended.

            "Securities Intermediary" means U.S. Bank Trust National
Association, maintaining the Securities Account in its capacity as securities
intermediary within the meaning of Section 8-102 of the UCC, and any qualified
successor.

            "Standard & Poor's" means Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., and any successor.

            "Swap Agreement" means the ISDA Master Agreement, dated as of the
Closing Date, including the schedule thereto, between the Trust and the Swap
Counterparty, and the Confirmation assigned by the Depositor to the Trust
(excluding the one-time payment paid by the Swap Counterparty to the Depositor
under the Confirmation) pursuant to the Assignment Agreement.

            "Swap Agreement Termination Event" means the occurrence of any event
that would constitute an "Event of Default" or "Termination Event" under the
Swap Agreement.

            "Swap Counterparty" means the London Branch of UBS AG, or any
permitted successor or assign thereto.

            "Telerate Page 3750" means the display on the Dow Jones Telerate
Service on page 3750 (or any other page as may replace such page on that service
for the purpose of displaying LIBOR).

                                       7
<PAGE>

            "Termination Date" has the meaning set forth in Section 8.1 of this
Agreement.

            "Three-Month USD LIBOR" means, with respect to any LIBOR
Determination Date, the London interbank offered rate for three-month (such
period being referred to as the "Index Maturity") United States dollar deposits,
commencing on the second London Banking Day immediately following such LIBOR
Determination Date (or, in the case of the first LIBOR Determination Date, the
sixth London Banking Day immediately following such LIBOR Determination Date),
which appears on Telerate Page 3750 as of 11:00 a.m., London time, on such LIBOR
Determination Date. If Telerate Page 3750 is unavailable at such time, LIBOR for
the appropriate Index Maturity will be determined at approximately 11:00 a.m.,
London time, on such LIBOR Determination Date on the basis of the rate at which
LIBOR having such Index Maturity is offered by four major banks selected by the
Calculation Agent in the London interbank market commencing on the second (or
sixth) London Banking Day immediately following such LIBOR Determination Date.
The Calculation Agent will request the principal London office of each of such
banks to provide a quotation of its rate. If at least two such quotations are
provided, LIBOR for such Index Maturity will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, LIBOR for a given Index
Maturity for such LIBOR Determination Date will be the arithmetic mean of LIBOR
quoted at approximately 11:00 a.m., New York City time, on such LIBOR
Determination Date by three major banks in New York City selected by the
Calculation Agent for LIBOR having such Index Maturity, commencing on the second
(or sixth) London Banking Day immediately following such LIBOR Determination
Date; provided, however, that if the banks selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, LIBOR for such
Index Maturity will be LIBOR determined with respect to the Interest Accrued
Period immediately preceding the current Distribution Date.

            "TIA" means the Trust Indenture Act of 1939, as amended.

            "Treasury Regulations" means regulations, including proposed or
temporary regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

            "Trust" means the CABCO Series 2004-102 Trust (SBC Communications
Inc.) created pursuant to this Agreement.

            "Trust Assets" means the Underlying Securities, any proceeds
thereof, the rights of the Trust under the Swap Agreement, the Collection
Account and any other assets of the Trust from time to time; each subject to the
obligations of the Trust under the Swap Agreement.

            "Trustee" means U.S. Bank Trust National Association, in its
capacity as trustee under this Agreement and any successor qualifying under
Section 7.14 of this Agreement.

            "Trust Regulatory Event" means the occurrence of a Swap Agreement
Termination Event due to certain legislative, regulatory or judicial action that
make it unlawful for the Trust to comply with any material provision of the Swap
Agreement.

            "Trust Swap Default" means the occurrence of a Swap Agreement
Termination Event related to the failure of the Trust to make any payment under
the Swap Agreement, and such

                                       8
<PAGE>

failure is not remedied by the third Business Day after notice of such failure
is given to the Trust, or certain events of bankruptcy, insolvency or
reorganization in respect of the Trust; provided that an Underlying Securities
Payment Default or an Underlying Securities Bankruptcy Default has not occurred.

            "Trust Termination Event" means a Trust Swap Default, an Underlying
Securities Bankruptcy Default, an Underlying Securities Payment Default, a Trust
Regulatory Event, an SEC Reporting Failure, and a redemption or repurchase of or
an unscheduled payment on, or the exercise by the Option Holder of its Call
Options upon a tender offer for, 100% of the Underlying Securities.

            "UCC" means the Uniform Commercial Code as in effect from time to
time in the State of New York.

            "Underlying Securities" has the meaning set forth in Section 2.1(a)
of this Agreement.

            "Underlying Securities Bankruptcy Default" means the occurrence of
an Underlying Securities Event of Default relating to a bankruptcy, insolvency
or reorganization of the Underlying Securities Issuer.

            "Underlying Securities Event of Default" means the occurrence of an
event of default under the Underlying Securities Indenture, and the failure of
the Underlying Securities Issuer to pay the Whole Amount Due after demand by the
Trustee made pursuant to Section 7.16(a) of this Agreement or otherwise to cure
such default in accordance with the provisions of the Underlying Securities
Indenture.

            "Underlying Securities Issuer" means the issuer of the Underlying
Securities and any successor provided for in the Underlying Securities
Indenture.

            "Underlying Securities Payment Date" means each June 15 and December
15 commencing December 15, 2004, and any other date on which Underlying
Securities are redeemed or repurchased, prepaid or liquidated in whole or in
part or on which any unscheduled payment is made on the Underlying Securities.

            "Underlying Securities Payment Default" means the occurrence of (x)
an Underlying Securities Event of Default relating to the failure to pay any
principal, interest or other amounts on the Underlying Securities when due, (y)
any failure by the Underlying Securities Issuer to pay any redemption price of
the Underlying Securities or any amount payable upon acceleration of the
Underlying Securities when due pursuant to Section 7.16(f), or (z) any shortfall
in the payments on the Underlying Securities when due following a defeasance of
the Underlying Securities Issuer's obligations on the Underlying Securities
pursuant to Section 8.01 of the Underlying Securities Indenture.

            "Underlying Securities Indenture" means the Indenture dated November
1, 1994, among the Underlying Securities Issuer and the Underlying Securities
Trustee.

            "Underlying Securities Trustee" means The Bank of New York.

                                       9
<PAGE>

            "Underwriter" means UBS Securities LLC in its capacity as
underwriter under the Underwriting Agreement.

            "Underwriting Agreement" means the underwriting agreement, dated as
of December 7, 2004, between the Depositor and the Underwriter pursuant to which
the Underwriter agrees to purchase from the Depositor, and the Depositor agrees
to sell to the Underwriter, the Certificates.

            "Voting Rights" means the voting rights attaching to the
Certificates, as specified in Article IX of this Agreement.

            "Whole Amount Due" has the meaning assigned to such term in Section
7.16(a) of this Agreement.

            Section 1.2. Other Definitional Provisions.

            All references in this Agreement to Articles, Sections, subsections
and Exhibits are to Articles, Sections, subsections and Exhibits to this
Agreement unless otherwise specified. All terms defined in this Agreement shall
have the defined meanings when used in any certificate, notice, Call Options,
Certificate or other document made or delivered pursuant hereto, unless
otherwise defined therein. Whenever used in this Agreement, except as otherwise
expressly provided or unless the context otherwise requires, any noun or pronoun
shall be deemed to include the plural as well as the singular and to cover both
genders.

            Section 1.3. Incorporation by Reference of Trust Indenture Act.

            Whenever this Agreement refers to a provision of the TIA, such
provision is incorporated by reference in and made a part of this Agreement. The
following TIA terms used in this Agreement have the following meanings:

            "indenture securities" means the Certificates.

            "obligor" on the Certificates means the Trustee on behalf of the
Trust and, to the extent specified in this Agreement, the Depositor.

            All other TIA terms used in this Agreement that are defined by the
TIA, including by reference to another statute, or defined by a Commission rule
have the respective meanings assigned to them by such definitions.

                                       10
<PAGE>

                                   ARTICLE II

                                  ORGANIZATION

            Section 2.1. Creation of Trust; Trust Assets and Obligations.

            (a) The Trust is hereby created under the laws of the State of New
York for the benefit of the Certificateholders. The assets of the Trust shall
consist of:

                  (i) the securities described in Exhibit A, exclusive of the
      Retained Interest, which are being Granted, transferred and sold to the
      Trustee by the Depositor simultaneously with the execution of this
      Agreement;

                  (ii) all right, title and interest in and to the distributions
      on the Underlying Securities after the date of this Agreement, exclusive
      of the Retained Interest (subject to the Trust's obligations to the Swap
      Counterparty under the Swap Agreement);

                  (iii) the rights of the Trust under the Swap Agreement
      (subject to the Trust's obligations to the Swap Counterparty under the
      Swap Agreement); and

                  (iv) any other proceeds of the Underlying Securities or the
      Swap Agreement.

            The securities described in Exhibit A, exclusive of the Retained
Interest, are referred to in this Agreement as the "Underlying Securities." The
Trustee shall hold the assets of the Trust for the benefit of the
Certificateholders, subject to the obligations of the Trust, if any.

            (b) The parties acknowledge that UBS Securities LLC, as the initial
purchaser, and then sole holder, of the Certificates, has granted the Call
Options to the Depositor under the Call Option Agreement, and the Depositor
intends to sell the Call Options, through UBS Securities LLC as Placement Agent
under the Placement Agency Agreement, to the Swap Counterparty. By its purchase
of a Certificate, (i) each Certificateholder agrees to assume the obligation to
perform the related Call Option on the terms and conditions contained in the
Call Option Agreement, permitting the Option Holder or its assignee to purchase
such Certificate at the Call Price and at the times specified in such Call
Option Agreement and (ii) each Certificateholder that purchases a Certificate
directly from the Underwriter agrees to make the "integration election" set
forth in Section 2.12 below. By its purchase of a Certificate, each
Certificateholder further agrees (x) to appoint U.S. Bank Trust National
Association as the Option Agent to act on its behalf with respect to the related
Call Option under this Agreement and the Call Option Agreement, and (y) that
upon any transfer of a Certificate, the transferor of the Certificate shall be
released from its obligation to perform the related Call Option, and the
transferor's appointment of U.S. Bank Trust National Association as its agent
with respect thereto shall thereupon terminate. Under the terms of the Call
Options, the Call Options may be assigned by the holder thereof if the holder
assigns all of the Call Options by transfer in accordance with the terms thereof
to any person other than to the Depositor. The Call Options are not obligations
of or securities issued by the Trust, and are enforceable by the Option Holder
against the Certificateholders and the Option Agent to the extent set forth in
the Call Option Agreement; provided, however, that each Certificateholder
agrees, by accepting a Certificate, that following an exercise of a Call Option
in compliance with the Call Option

                                       11
<PAGE>

Agreement, the Trustee shall treat the Option Holder as the Certificateholder
thereof, and distribute the Underlying Securities to the Option Holder, as
provided in Section 2.15.

            (c) The Depositor, concurrently with the execution and delivery
hereof, does hereby Grant to the Trustee, on behalf and for the benefit of the
Certificateholders and without recourse, all the right, title and interest of
the Depositor in, to and under the Underlying Securities, now existing or
hereafter acquired and all other assets included or to be included in the Trust
for the benefit of the Certificateholders. The Grant will include all interest,
premium (if any) and principal received by or on behalf of the Depositor of, on
or with respect to any Underlying Securities due after the Closing Date,
exclusive of the Retained Interest, which has not been Granted to the Trustee.

            (d) In connection with the Grant referred to in the preceding
paragraph, on the Closing Date, the Depositor shall deliver the Underlying
Securities to the Trustee through the facilities of DTC, and the Trustee shall
accept delivery of the Underlying Securities and shall credit the Underlying
Securities to a trust account of the Trustee, or its authorized agent.

            (e) The Grant of such Underlying Securities by the Depositor
accomplished hereby is absolute and is intended by the parties hereto as a sale.

            Section 2.2. Name of Trust.

            The name of the Trust is CABCO Series 2004-102 Trust (SBC
Communications Inc.).

            Section 2.3. Business of Trust.

            Subject to Section 2.5, the Trustee may conduct the business of the
Trust, make and execute contracts and other instruments on behalf of the Trust
and sue and be sued on behalf of the Trust or in the name of the Trust, subject
to the terms of this Agreement. In order to effectuate the purpose of the Trust,
on the Closing Date the Trustee shall, on behalf of the Trust, (a) acquire from
the Depositor the Underlying Securities for the benefit of the
Certificateholders; (b) enter into the Assignment Agreement with the Depositor
pursuant to which the Depositor will assign to the Trust its rights and
obligations (excluding the one-time payment paid by the Swap Counterparty to the
Depositor under the Confirmation) under the Confirmation; (c) enter into the
Swap Agreement with the Swap Counterparty; (d) issue the Certificates to or upon
the order of the Depositor for sale pursuant to the Underwriting Agreement; and
(e) enter into such other agreements, execute such other documents and take such
other actions as the Depositor may direct in conjunction with the issuance of
the Certificates.

            Section 2.4. Trust Office.

            The office of the Trust shall be in care of the Trustee at the
Corporate Trust Office, or at such other address as the Trustee may designate by
written notice to the Certificateholders, the Rating Agency, the Swap
Counterparty and the Depositor. All Certificates may be surrendered for
registration of transfer or exchange at the Corporate Trust Office as provided
in Section 3.4 and all notices and demands to or upon the Trustee in respect of
the Certificates and this Agreement may be served on the Trustee at the
Corporate Trust Office. The Trustee shall give prompt written

                                       12
<PAGE>

notice to the Depositor, the Rating Agency, the Swap Counterparty and to the
Certificateholders of any change in the location of the Certificate Register or
any such office or agency.

            Section 2.5. Purposes and Powers.

            The purpose of the Trust is to engage in the following activities:

            (a) to acquire from the Depositor, and thereafter to hold, the
Underlying Securities;

            (b) to enter into the Assignment Agreement with the Depositor
pursuant to which the Depositor will assign its rights and obligations (but
excluding the one-time payment paid by the Swap Counterparty to the Depositor
under the Confirmation) under the Confirmation to the Trust;

            (c) to enter into the Swap Agreement with the Swap Counterparty;

            (d) to issue the Certificates;

            (e) to distribute to the Certificateholders as provided in Articles
VI and VIII amounts, if any, received by the Trust on, or in respect of, the
Underlying Securities;

            (f) to distribute to the Certificateholders the proceeds of the
exercise of the Call Options by the Option Holder and to distribute to the
Option Holder the proceeds from the liquidation of the Underlying Securities for
which the Called Certificates are exchanged; and

            (g) to engage in those limited activities, upon appropriate
direction of the Depositor, including entering into agreements that are
necessary, suitable or convenient to accomplish the foregoing or are incidental
thereto or connected therewith; provided that they are not inconsistent with the
intended classification of the Trust as a grantor trust for federal income tax
purposes.

            The Trust is hereby authorized to engage in the foregoing
activities. The Trust shall not (a) engage in any activity not required by the
terms of this Agreement or (b) issue or sell any certificates or other
obligations other than the Certificates or incur, assume or guaranty any
indebtedness. After the Closing Date, and subject to Sections 5.2 and 5.3, the
Trust shall not purchase or otherwise acquire any assets, subject to Section
7.15 and, in the case of an Underlying Securities Event of Default, Section
7.16, agree to any modification of the terms of the Underlying Securities. The
Trust shall not take any action that is inconsistent with its intended
classification as a grantor trust for federal income tax purposes.

            Section 2.6. Appointment of Trustee.

            The Depositor hereby appoints the Trustee as trustee of the Trust
effective as of the date hereof, to have all the rights, powers and duties set
forth herein.

                                       13
<PAGE>

            Section 2.7. Declaration of Trust.

            The Trustee hereby declares that it shall hold the Trust Assets in
trust upon and subject to the conditions set forth in this Agreement, for the
use and benefit of the Certificateholders, subject to the obligations of the
Trust, if any. The Underlying Securities and their proceeds shall be held in a
segregated account of the Trustee that is identified and held separate and apart
from the general assets of the Trustee and that contains only property held by
the Trustee as fiduciary.

            Section 2.8. Liability of Certificateholders.

            No Certificateholder shall have any personal liability for any
liability or obligation of the Trust.

            Section 2.9. Title to Trust Property.

            Legal title to the Trust Assets shall be vested at all times in the
Trustee.

            Section 2.10. Situs of Trust.

            The Trust shall be located and administered in the State of New
York. All bank accounts maintained by the Trustee on behalf of the Trust shall
be located in and governed by the laws of the State of New York. The Trust shall
have no employees; provided, however, that nothing herein shall restrict or
prohibit the Trustee from having employees within or without the State of New
York. The principal office of the Trust shall be the Corporate Trust Office in
New York.

            Section 2.11. Representations and Warranties of Depositor.

            The Depositor hereby represents and warrants to the Trustee that:

            (a) the Depositor has been duly organized and is validly existing as
a corporation in good standing under the laws of the State of Delaware, with
power and authority to own its properties and to conduct its business as such
properties are presently owned and such business is presently conducted;

            (b) the Depositor has obtained all necessary licenses and approvals
in all jurisdictions in which its ownership or lease of property or the conduct
of its business requires such qualification, except where failure to obtain such
qualification would have no material adverse effect on the Depositor's ability
to perform its obligations hereunder;

            (c) the Depositor has the power and authority to execute and deliver
this Agreement and to carry out its terms; and the execution, delivery and
performance of this Agreement have been duly authorized by the Depositor by all
necessary corporate action. This Agreement, upon its execution and delivery by
the Depositor and assuming due authorization, execution and delivery by the
Trustee and Option Agent, will constitute a valid, legal and binding obligation
of the Depositor, enforceable against it in accordance with the terms hereof,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, receivership,

                                       14
<PAGE>

moratorium or other laws relating to or affecting the rights of creditors
generally, and by general equity principles (regardless of whether such
enforcement is considered a proceeding in equity or at law); and

            (d) the consummation of the transactions contemplated by this
Agreement and the fulfillment of the terms of this Agreement do not conflict
with, result in any breach of any of the terms and provisions of or constitute
(with or without notice or lapse of time) a default under, the certificate of
incorporation or by-laws of the Depositor, or any indenture, trust agreement or
agreement or other instrument to which the Depositor is a party or by which it
is bound, or result in the creation or imposition of any lien upon any of its
properties pursuant to the terms of any such indenture or trust agreement, other
agreement or other instrument (other than pursuant to this Agreement), or
violate any law or, to the best of the Depositor's knowledge, any order, rule or
regulation applicable to the Depositor of any court or of any federal or state
regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over the Depositor or any of its properties.

            The Depositor hereby represents and warrants to the Trustee with
respect to the Granted Underlying Securities that:

                  (i) the Depositor is duly authorized to deliver the Underlying
      Securities to the Trustee;

                  (ii) the Underlying Securities so delivered are genuine;

                  (iii) at the time of delivery of the Underlying Securities,
      the Depositor owns such Underlying Securities, has the right to transfer
      such Underlying Securities and such Underlying Securities are free and
      clear of any lien, pledge, encumbrance, right, charge, claim or other
      security interest; and

                  (iv) such delivery is irrevocable and free of any continuing
      claim by the Depositor.

            To the Depositor's knowledge, the information set forth on Exhibit A
attached hereto is true and correct in all material respects as of the date
hereof.

            The representations and warranties of the Depositor set forth in
this Section 2.11 shall survive delivery of the Granted Underlying Securities to
the Trustee and shall inure to the benefit of the Trustee for the benefit of the
Certificateholders.

            Section 2.12. Tax Treatment.

            The Depositor and the Trustee, by entering into this Agreement, and
each Certificateholder and Certificate Owner, by acquiring a Certificate or
interest therein, (a) express their intention that the Trust (i) be classified
as a "grantor trust" under Subpart E, Part I of Subchapter J of the Code and
corresponding provisions of applicable state and local tax laws and not an
association taxable as a corporation for federal income tax purposes and (ii)
shall constitute a fixed investment trust for federal income tax purposes under
Treasury Regulation Section 301.7701-4, and (b) unless otherwise required by
appropriate taxing authorities, agree to

                                       15
<PAGE>

treat the Certificates as representing undivided beneficial ownership interests
in the assets of the Trust, subject to the obligations of the Trust (if any),
for the purposes of federal income taxes, state and local income and franchise
taxes and any other taxes imposed upon, measured by, or based upon gross or net
income. Each initial Certificateholder and Certificate Owner, also agrees to
elect to treat its pro rata portion of the Underlying Securities, the Call
Options and the Swap Agreement as integrated into a single synthetic debt
instrument in accordance with Treasury Regulation Section 1.1275-6 (an
"Integration Election"). The Trustee agrees to make an Integration Election as
of the Closing Date with respect to the Underlying Securities and the Trust's
position under the Swap Agreement. Further, the provisions of this Agreement
shall be interpreted to further this intention of the parties.

            Section 2.13. Retained Interest.

            On the first Underlying Securities Payment Date on or after the
Closing Date, the Trust shall pay to the Depositor the Retained Interest (which
is retained by the Depositor and is not deposited in the Trust).

            Section 2.14. [Reserved].

            Section 2.15. Call Options, Exercise of Call Options and Exchange of
Certificates for Underlying Securities.

            (a) Concurrently with the execution of this Agreement, U.S. Bank
Trust National Association, as Option Agent, shall execute the Call Option
Agreement and the Call Options, dated as of the date hereof, evidencing all of
the Call Options.

            (b) Pursuant to the Call Option Agreement, the Option Agent must
notify the Trustee immediately upon its receipt of a Call Notice. If the number
of Certificates specified in such Call Notice is less than the outstanding
number of Certificates, the Trustee shall select the Certificates to be
purchased under the Call Options as follows: the Certificates selected by the
Trustee shall be a pro rata portion of the Certificates held by each
Certificateholder; provided that purchases of a fraction of a single Certificate
shall not be made and the Trustee shall round up or down the number of
Certificates to be purchased from each Certificateholder to avoid such
fractional purchases.

            (c) Upon a Call Date with respect to the exercise of the Call
Options and upon notification to the Trustee by the Option Agent of the receipt
of the Call Price by the Option Agent and the satisfaction of the conditions
specified in the Call Option Agreement, (i) the Certificates acquired pursuant
to the exercise of the Call Options (the "Called Certificates") shall be
transferred to the Option Holder and (ii) if the Call Options are exercised in
connection with a tender offer, the Trustee will initially distribute, out of
the tender offer proceeds, the Call Price to the Certificateholders from whom
the Called Certificates were purchased, and thereafter the Option Agent will pay
to the Option Holder, subject to Section 6.2(d), the amount that the tender
offer proceeds exceeds the Call Price, if any. The parties acknowledge that,
pursuant to the Call Option Agreement, the Call Notice shall automatically
expire (i) if the Call Options are being exercised other than in connection with
a tender offer, and the Option Holder has not paid the Call Price to the Option
Agent by 10:00 a.m. (New York City time) on the Call Date, or (ii) in the case

                                       16
<PAGE>

of a tender offer, if the Trustee has not received payment of the Call Price
from the Underlying Securities Issuer or other purchaser by 10:00 a.m. (New York
City time) on the later of (A) the date specified for settlement in the Call
Notice, or (B) the earlier to occur of the date immediately following the date
on which the tender offer is consummated or the date on which it expires
unconsummated, and that, in such event, none of the Option Holder, the Option
Agent or the Trustee shall have any obligation with respect to the Call Notice,
and the expiration of a Call Notice shall in no way affect the Option Holder's
right to deliver a Call Notice at a later date.

            (d) Unless the Call Options are exercised in connection with a
tender offer, following payment of the Call Price, the Option Agent shall remit
the Call Price to the Trustee, and subject to the following sentence, the
Trustee shall distribute the Call Price to Certificateholders of Called
Certificates. However, Certificateholders holding Called Certificates in
definitive physical form (other than DTC) shall not be entitled to be paid the
Call Price for such Called Certificates until such Called Certificates have been
presented and surrendered to the Trustee. If any Certificateholder shall not
surrender its Called Certificates that are in definitive physical form for
cancellation within six (6) months after the Call Date, the Trustee shall give a
second written notice to such remaining Certificateholders to surrender their
Called Certificates that are in definitive physical form for cancellation and
receive the final distribution with respect thereto. If within one (1) year
after the second notice any of the Called Certificates that are in definitive
physical form shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the applicable Certificateholders concerning surrender of their Called
Certificates that are in definitive physical form, and the cost thereof shall be
paid out of the Call Price in respect of such Called Certificates.

            (e) Each Certificateholder, by its acceptance of such Certificate,
(i) irrevocably appoints and authorizes the Option Agent to carry out as
attorney-in-fact of such Certificateholder the actions provided by this
Agreement or the Call Option Agreement to be carried out by such
Certificateholder or by the Option Agent as such attorney-in-fact, (ii) agrees
to assume and be bound by the terms and provisions of the related Call Option
and covenants and agrees to perform its obligations under such Call Option and
(iii) consents to the provisions of the Call Option Agreement.

            (f) Upon any transfer of a Certificate, the transferee shall assume
and be bound by the terms of the related Call Option and the Call Option
Agreement (without the requirement of any further action on the part of such
transferee), and the transferor shall be released from its obligations under the
related Call Option and such agreement, and the transferor's appointment of U.S.
Bank Trust National Association as its Option Agent with respect thereto shall
thereupon terminate (in each case without the requirement of any further action
on the part of such transferor).

            (g) This Section 2.15 shall not provide the Option Holder with a
lien against, an interest in or a right to specific performance with respect to
the Underlying Securities; provided that satisfaction of the conditions set
forth in Section 2.15(c) shall entitle the Option Holder, as applicable, to a
distribution of the proceeds from the liquidation of the Underlying Securities.

                                       17
<PAGE>

            (h) The rights of the Certificateholders under this Agreement and
the Certificates are subject to the terms, provisions and conditions of this
Agreement, the Call Option Agreement and the Call Options.

            (i)   (i) If the Trustee receives any announcement or proposal of an
amendment to the Underlying Securities Indenture or the Underlying Securities or
a notice of redemption of, tender offer for or other unscheduled repayment on or
repurchase of some or all of the Underlying Securities, the Trustee shall within
two (2) Business Days notify the Option Agent and send to the Option Agent
copies of all materials received by the Trustee in connection therewith. If in
connection with a tender offer for the Underlying Securities the Trustee
receives a Call Notice from the Option Holder, no later than seven (7) Business
Days prior to the expiration of the tender offer acceptance period, that the
Option Holder desires to exercise Call Options in connection with the
consummation of any such tender offer, then the Trustee shall tender, in
compliance with the tender offer requirements, a principal amount of Underlying
Securities equal to the amount of Certificates subject to such Call Options;
provided that the Trustee shall not so tender unless the tender offer price
shall equal or exceed the applicable Call Price.

                  (ii) The Call Date for any exercise of Call Options in
      connection with a tender offer shall be deemed to be the Business Day on
      which such Underlying Securities are accepted for payment and paid for, if
      such payment occurs on or before 1:00 p.m., and the following Business Day
      if such payment occurs after 1:00 p.m.

                  (iii) On the Call Date, the Call Price shall be deducted from
      the tender offer proceeds and paid to Certificateholders by the Trustee on
      behalf of the Option Agent, and the excess of the tender offer proceeds
      over the Call Price, subject to Section 6.2(e), shall be paid to the
      Option Holder.

                  (iv) If fewer than all tendered Underlying Securities are
      accepted for payment and paid for, (A) the Call Options deemed exercised
      shall be reduced so that the Certificate Principal Balance of the Called
      Certificates corresponds to the principal amount of Underlying Securities
      accepted for payment and paid for and (B) the Call Options not exercised
      shall remain outstanding.

                  (v) If (A) the tender offer is terminated by the Underlying
      Securities Issuer or any other tender offeror without consummation
      thereof, (B) all tenders by the Trust of Underlying Securities are
      otherwise rejected or (C) the Trustee shall not have received payment of
      the tender price from the Underlying Securities Issuer or other purchaser
      of the Underlying Securities in immediately available funds by 10:00 a.m.
      on the later of (x) the date specified for settlement in the Call Notice,
      or (y) the earlier to occur of the date immediately following the date on
      which the tender offer is consummated or the date on which it expires
      unconsummated, then (1) the Call Notice will be of no further force and
      effect, and (2) the Call Options will be deemed not exercised and will
      remain outstanding.

                  (vi) The parties acknowledge that under the Call Option
      Agreement, if Underlying Securities are redeemed in part by the Underlying
      Securities Issuer and the Option Holder does not exercise Call Options
      with respect to all the Underlying Securities

                                       18
<PAGE>

      redeemed in such partial redemption, the number of Call Options held by
      the Option Holder shall be reduced proportionately so that the aggregate
      amount of Certificates callable by the exercise of Call Options shall
      equal the amount of outstanding Certificates after giving effect to such
      partial redemption.

            Section 2.16. The Swap Agreement and Swap Payments.

            (a) Concurrently with the execution of this Agreement, the Depositor
shall execute the Assignment Agreement pursuant to which the Depositor shall
assign its rights and obligations (excluding the one-time payment paid by the
Swap Counterparty to the Depositor under the Confirmation) under the
Confirmation to the Trust.

            (b) Once the Confirmation has been assigned to the Trust, pursuant
to the Swap Agreement, the Trust shall pay to the Swap Counterparty (i) for so
long as the Swap Agreement shall not have been terminated, on each Underlying
Securities Payment Date, an amount equal to the full stated amount of each
interest payment scheduled to be paid in respect of the Underlying Securities on
such Underlying Securities Payment Date, whether or not actually paid by the
Underlying Securities Issuer and whether or not any obligation to pay any such
interest on the Underlying Securities has been waived by any party, excluding
the Retained Interest and (ii) an amount equal to any Early Termination Payment
owed by it to the Swap Counterparty under the Swap.

            (c) Once the Confirmation has been assigned to the Trust, pursuant
to the Swap Agreement, the Swap Counterparty shall pay to the Trust (i) for so
long as the Swap Agreement shall not have been terminated, on each Distribution
Date and on the Final Distribution Date, an amount equal to the Interest
Distribution Amount for the immediately preceding Interest Accrual Period and
(ii) an amount equal to any Early Termination Payment owed by it to the Trust
under the Swap Agreement.

            (d) Once the Confirmation has been assigned to the Trust, pursuant
to the Swap Agreement, if a Swap Agreement Termination Event occurs in which the
Swap Counterparty is the "Defaulting Party" or the only "Affected Party" under
the Swap Agreement, the Trustee agrees to designate as an Early Termination Date
the earliest date following the Trustee's receipt of actual knowledge thereof on
which the Swap Agreement can practicably be terminated.

            Section 2.17. Mergers.

            The Trust shall not dissolve, liquidate, merge or consolidate with
any other trust, corporation, company or entity or sell any of its assets,
except as expressly provided herein, or acquire all or substantially all of the
assets or capital stock or other ownership interest of any other corporation,
company or entity.

            Section 2.18. Grant of Security Interest.

            (a) It is the express intent of the parties hereto that the
conveyance of the Underlying Securities by the Depositor to the Trustee be, and
be construed as, a sale of the Underlying Securities by the Depositor and not a
pledge of the Underlying Securities by the Depositor to secure a debt or other
obligation of the Depositor.

                                       19
<PAGE>

            (b) In the event that, notwithstanding the aforementioned intent of
the parties, any Underlying Securities are held to be property of the Depositor,
then (i) it is the express intent of the parties that such conveyance be deemed
a pledge of such Underlying Securities by the Depositor to the Trustee to secure
a debt or other obligation of the Depositor and (ii) (A) this Agreement shall be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
UCC; (B) the conveyance provided for in Section 2.1(a) shall be deemed to be a
Grant by the Depositor to the Trustee of a security interest in all the
Depositor's right, title and interest in and to such Underlying Securities and
all amounts payable to the holders of such Underlying Securities in accordance
with the terms hereof and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property including all amounts from time to time held or invested in the
Collection Account, whether in the form of cash, instruments, securities or
other property; (C) the obligations secured by such security agreement shall be
deemed to be all the Depositor's obligations under this Agreement including the
obligation to provide to the Certificateholders the benefits of this Agreement
relating to the Underlying Securities and the Trust; and (D) notifications to
persons holding such property, and acknowledgements, receipts or confirmations
from persons holding such property shall be deemed notifications to,
acknowledgements, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Trustee for the purpose of perfecting
such security interest under applicable law.

            In such event, the Depositor will be deemed to have hereby Granted
to the Trustee a security interest in the Underlying Securities and all other
property described in (ii)(B) of the preceding paragraph, for the purpose of
securing to the Trustee the performance by the Depositor of the obligations
described in clause (ii)(C) of the preceding paragraph.

            (c) [Reserved].

            (d) In connection with any such deemed grant of a security interest
in the Underlying Securities,

                  (i) the Depositor hereby represents and warrants as follows:

                        (A) In the event the Underlying Securities are held to
            be property of the Depositor, then this Agreement creates a valid
            and continuing security interest (as defined in the UCC) in the
            Underlying Securities in favor of the Trustee, which security
            interest is prior to all other liens, and is enforceable as such as
            against creditors of, and purchasers from, the Depositor. Under the
            UCC as in effect on the date of this Agreement, if this Agreement
            were deemed to create a security interest, the procedures specified
            in this Agreement would be sufficient to maintain a first priority
            lien on the Underlying Securities for so long as the Underlying
            Securities remain outstanding;

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

                                       20
<PAGE>

                        (C) Depositor has not assigned, pledged, sold, granted a
            security interest in or otherwise conveyed any interest in the
            Underlying Securities (or, if any such interest has been assigned,
            pledged or otherwise encumbered, it has been released). Depositor
            has not authorized the filing of and is not aware of any financing
            statements against Depositor that includes a description of the
            Underlying Securities. Depositor is not aware of any judgment or tax
            lien filings against Depositor; and

                        (D) Depositor has not consented to the compliance by the
            Securities Intermediary with entitlement orders of any Person other
            than the Trustee, as trustee of the Trust; and

                  (ii) the Trustee hereby represents and warrants as follows:

                        (A) It has taken all steps necessary to cause the
            Securities Intermediary for the Securities Account to identify on
            its records that the Trustee, as the trustee for the Trust, is the
            Person having a security entitlement against the Securities
            Intermediary in the Securities Account;

                        (B) The Underlying Securities have been credited to a
            trust account (the "Securities Account") of the Trustee, or its
            authorized agent, in accordance with Section 6.1. The Trustee, as
            Securities Intermediary for the Securities Account, has agreed to
            treat the Underlying Securities as "financial assets" within the
            meaning of the UCC; and

                        (C) The Securities Account is not in the name of any
            Person other than the Trustee.

                                   ARTICLE III

                                THE CERTIFICATES

            Section 3.1. The Certificates.

            (a) The Certificates shall be issued in one Class and shall have the
terms set forth in this Agreement. The Certificates shall be issued in
substantially the form set forth in Exhibit C to this Agreement, with such
changes as shall be approved by the Depositor and the Trustee, such approval to
be manifested by the execution and authentication thereof by the Trustee. The
Certificates shall evidence the entire undivided beneficial ownership of the
assets of the Trust, subject to the liabilities of the Trust (if any), and
amounts distributable in respect of the Certificates shall be payable solely
from payments or property received by the Trustee on or in respect of the
Underlying Securities, after satisfaction of such liabilities (if any).

            (b) Each of the Certificates shall be issued in denominations of
$25.00 and integral multiples of $25.00 in excess thereof. Purchases and
redemptions of a fraction of a single Certificate shall not be permitted.

                                       21
<PAGE>

            The Certificates shall have an initial aggregate Certificate
Principal Balance of $32,500,000. Each of the Certificateholders shall be
entitled to a distribution of principal (and any premium) on the Final
Distribution Date (or any Underlying Securities Payment Date on which principal
or premium is paid), to the extent of principal payments made on the Underlying
Securities (including any premium) on such date.

            (c) The holders of the Certificates shall be entitled to receive on
each Distribution Date an amount equal to the related Interest Distribution
Amount.

            Section 3.2. Form of the Certificates.

            (a) The Certificates shall initially be issued in one or more global
certificates in fully registered form, in the name of Cede & Co., nominee of
DTC, substantially in the form set forth in Exhibit C. The Trustee, upon receipt
of a Depositor Order to that effect, shall cause such Certificates to be
executed and authenticated as provided in Section 3.3 below concurrently with
the sale of the Underlying Securities to the Trust upon written order of the
Depositor. Each Certificate may have such letters, numbers or other marks of
identification as the Depositor and the Trustee may determine. All Certificates
shall be identical in all respects except for the denominations thereof and, if
applicable, the name of the registered Certificateholder and the number of the
Certificate. All Certificates issued under this Agreement shall be in all
respects equally and ratably entitled to the benefits of this Agreement, without
preference, priority or distinction on account of the actual time or times of
authentication and delivery, all in accordance with the terms and provisions of
this Agreement.

            (b) The terms of the form of certificate set forth in Exhibit C to
this Agreement shall form part of this Agreement.

            Section 3.3. Execution, Authentication and Delivery.

            The Certificates shall be executed on behalf of the Trust by manual
or facsimile signature of a Responsible Officer of the Trustee, pursuant to a
Depositor Order, and authenticated by a Responsible Officer of the Trustee.
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to execute
or authenticate Certificates on behalf of the Trust, shall be valid and binding
obligations of the Trust, notwithstanding that such individuals or any of them
shall have ceased to be so authorized prior to the authentication and delivery
of such Certificates or did not hold such offices at the date of authentication
and delivery of such Certificates. No Certificate shall entitle its holder to
any benefit under this Agreement, or shall be valid for any purpose, unless
there shall appear on such Certificate a certificate of authentication
substantially in the form set forth in Exhibit C, executed by the Trustee by
manual signature. Such authentication shall constitute conclusive evidence that
such Certificate shall have been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.

            Section 3.4. Registration of Certificates; Registration of Transfer
and Exchange of Certificates.

            (a) The registrar appointed by the Depositor (the "Certificate
Registrar") shall keep or cause to be kept, at the office or agency of the Trust
maintained pursuant to Section 2.4, a

                                       22
<PAGE>

register (the "Certificate Register") in which, subject to such reasonable
regulations as it may prescribe, it shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as provided herein;
provided, however, that no Certificate may be subdivided upon transfer or
exchange such that the denomination of any resulting Certificate is other than
the authorized denominations specified in Section 3.1(b). The initial
Certificate Registrar shall be the Trustee. Upon any resignation of a
Certificate Registrar, the Trustee shall promptly appoint a successor or, if it
elects not to make such an appointment, assume the duties of Certificate
Registrar.

            (b) Upon surrender for registration of transfer of any Certificate
at the Corporate Trust Office maintained pursuant to Section 2.4, the Trustee
shall execute on behalf of the Trust, and shall authenticate and deliver in the
name of the designated transferee or transferees, as provided in Section 3.3,
one or more new Certificates, in authorized denominations and of a like
aggregate Certificate Principal Balance, dated the date of authentication by the
Trustee.

            (c) At the option of a Certificateholder, Certificates may be
exchanged for other Certificates in authorized denominations and of a like
aggregate Certificate Principal Balance, upon surrender of the Certificates to
be exchanged at the office or agency of the Trust maintained pursuant to Section
2.4. Whenever any Certificates are so surrendered for exchange, the Trustee
shall execute on behalf of the Trust, and shall authenticate and deliver in the
name of the Certificateholder, one or more new Certificates dated the date of
authentication by the Trustee. Such Certificates shall be delivered to the
Certificateholder making the exchange.

            (d) Every Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer in
form reasonably satisfactory to the Trustee and the Certificate Registrar, duly
executed by the Certificateholder or its attorney duly authorized in writing.
Each Certificate surrendered for registration of transfer and exchange shall be
cancelled and subsequently destroyed by the Trustee or the Certificate Registrar
in accordance with its customary practice.

            (e) No service charge shall be made for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require the payment by the Certificateholder 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.

            (f) The provisions of Sections 7.1, 7.3, 7.8 and 7.10 shall apply to
the Trustee in its role as Certificate Registrar, for so long as the Trustee
shall act as Certificate Registrar.

            Section 3.5. Mutilated, Destroyed, Lost or Stolen Certificates.

            (a) If (i) any mutilated Certificate is surrendered to the
Certificate Registrar, or the Certificate Registrar receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate, and (ii)
there is delivered to the Certificate Registrar, the Trustee and the Depositor
such security or indemnity as may be required by them to hold each of them
harmless, then, in the absence of notice to the Certificate Registrar or the
Trustee that such Certificate has been acquired by a Protected Purchaser, the
Trustee shall execute on behalf of the Trust, and shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a

                                       23
<PAGE>

replacement Certificate and a like aggregate Certificate Principal Balance;
provided, however, that if any such mutilated, destroyed, lost or stolen
Certificate shall have become or within seven (7) days shall be due and payable,
then instead of issuing a replacement Certificate the Trustee may pay such
mutilated, destroyed, lost or stolen Certificate when so due or payable.

            (b) If, after the delivery of a replacement Certificate or payment
in respect of a mutilated, destroyed, lost or stolen Certificate pursuant to
Section 3.5(a), a Protected Purchaser of the original Certificate in lieu of
which such replacement Certificate was issued presents for payment such original
Certificate, the Trustee shall be entitled to recover such replacement
Certificate or payment from the Person to whom it was delivered or any Person
taking such replacement Certificate from such Person to whom such replacement
Certificate was delivered or any assignee of such Person, except a Protected
Purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
the Trustee in connection therewith.

            (c) In connection with the issuance of any replacement Certificate
under this Section 3.5, the Trustee may require the payment by the
Certificateholder of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other reasonable expenses
(including the fees and expenses of the Trustee and the Certificate Registrar)
connected therewith.

            (d) Any Certificate issued pursuant to this Section 3.5 in
replacement of any mutilated, destroyed, lost or stolen Certificate shall
represent ownership of a beneficial interest in the Trust Assets, and shall be
entitled to all the benefits of this Agreement equally and proportionately with
any and all other Certificates duly issued hereunder.

            (e) The provisions of this Section 3.5 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

            Section 3.6. Persons Deemed Certificateholders.

            Prior to due presentation of a Certificate for registration of
transfer, the Trustee, the Certificate Registrar, the Depositor and their
respective employees, officers, agents and Affiliates may treat the Person in
whose name the Certificate is registered in the Certificate Register as the
Certificateholder of such Certificate for the purpose of receiving distributions
pursuant to Articles VI and VIII and for all other purposes whatsoever, and none
of the Trustee, the Certificate Registrar, the Depositor and their respective
employees, officers, agents and Affiliates shall be affected by any notice to
the contrary.

            Section 3.7. Access to List of Certificateholders' Names and
Addresses.

            (a) The Depositor shall furnish or cause to be furnished to the
Trustee on the Record Date before each Distribution Date, and at such other
times as the Trustee may request in writing, a list, in such form as the Trustee
may reasonably require, to the extent such information is in the possession or
control of the Depositor, of the names and addresses of the Certificateholders
as of such Record Date; provided, however, that so long as the Trustee is the
Certificate Registrar, the Depositor shall not be required to furnish such list
to the Trustee. If the Trustee is the

                                       24
<PAGE>

Certificate Registrar, upon written request by the Depositor, the Trustee shall
furnish or cause to be furnished to the Depositor, within fifteen (15) days
after receipt of such request, a list, in such form as the Depositor may
reasonably require, of the names and addresses of the Certificateholders as of
the most recent Record Date. Each Certificateholder, by receiving and holding a
Certificate, shall be deemed to have agreed not to hold any of the Depositor or
the Trustee accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

            (b) For purposes of determining the identity of Certificateholders
entitled to vote or in connection with any notice or other communication to be
provided to Certificateholders pursuant to this Agreement with respect to any
consent or other action to be taken by Certificateholders, the Trustee shall
establish a record date for such consent or other action and give each
Certificateholder notice of such record date not less than fifteen (15) calendar
days in advance of such record date to the extent possible. Such record date
shall be the later of thirty (30) days prior to the first solicitation of such
consent or other action and the date of the most recent list of
Certificateholders, if any, furnished to the Trustee pursuant to Section 3.7(a).

            Section 3.8. Preservation of Information; Communications to
Certificateholders.

            (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Certificateholders
contained in the most recent list furnished to the Trustee as provided in
Section 3.7(a), if any, and the names and addresses of Certificateholders
received by the Trustee in its capacity as Certificate Registrar. The Trustee
may destroy any list furnished to or prepared by it as provided in such Section
3.7(a) upon receipt or preparation of a new list.

            (b) Certificateholders shall have the right to communicate pursuant
to Section 312(b) of the TIA with other Certificateholders with respect to their
rights under this Agreement or the Certificates, and the Trustee shall take such
action, from time to time, as may be required by the provisions of Section
312(b) of the TIA.

            (c) The Depositor, the Trustee and the Certificate Registrar shall
have the protection provided by Section 312(c) of the TIA.

            Section 3.9. Legend on Global Certificates.

            Each global Certificate for a Certificate shall bear the following
legend:

                  THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF
                  THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED
                  IN THE NAME OF THE NOMINEE OF THE DEPOSITORY TRUST COMPANY
                  ("DTC"), CEDE & CO. THIS CERTIFICATE IS EXCHANGEABLE FOR
                  CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC
                  OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
                  THE TRUST AGREEMENT AND MAY

                                       25
<PAGE>

                  NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC OR BY A NOMINEE OF
                  DTC TO DTC OR ANOTHER NOMINEE OF DTC.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
                  REPRESENTATIVE OF DTC TO THE TRUST OR ITS AGENT FOR
                  REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
                  CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF DTC'S NOMINEE,
                  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.

            Section 3.10. Definitive Certificates.

            If (a) DTC or the Depositor advises the Trustee that DTC is no
longer willing or able to continue as depositary, and the Depositor does not
appoint a qualified successor within ninety (90) days; or (b) an Available
Information Event occurs, then, in any such case, the Trustee shall notify DTC
of the occurrence of any such event and of its intent to make definitive
certificates available, and shall request the surrender by DTC to the Trustee of
the global certificate or certificates evidencing the Certificates and shall
notify all DTC participants with interest in the Certificates of the
availability of definitive certificates through DTC. Upon such surrender,
accompanied by registration instructions from DTC, the Trustee shall execute and
authenticate the definitive certificates in accordance with the instructions of
DTC. Neither the Certificate Registrar nor the Trustee shall be liable for any
delay in delivery of such instructions and each may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of
definitive certificates, the Trustee shall recognize the registered holders of
the definitive certificates as Certificateholders and shall notify the
Underlying Securities Issuer that the Underlying Securities are held pursuant to
this Trust Agreement and that the Certificateholders constitute record holders
of the Underlying Securities.

            Section 3.11. Definitive Certificates After Available Information
Event.

            If an Available Information Event occurs, then not later than thirty
(30) days after notice to the Trustee by the Depositor of such event, the
Trustee shall cause the removal of the Certificates from the DTC book-entry
system as set forth in Section 3.10 and shall notify the Underlying Securities
Issuer that the Certificateholders constitute record holders of the Underlying
Securities for purposes of the Exchange Act.

                                       26
<PAGE>

            Section 3.12. Actions by Certificateholders.

            Subject to Section 6.3(c), no Certificateholder or Certificate Owner
may institute any Proceeding against the Underlying Securities Issuer with
respect to the Underlying Securities unless:

            (a) such Certificateholder or Certificate Owner previously has given
to the Trustee written notice of a continuing breach of the Underlying
Securities;

            (b) Certificateholders or Certificate Owners evidencing not less
than 25% of the Outstanding Certificates have requested in writing that the
Trustee institute the proceeding in its own name as Trustee;

            (c) the Trustee has for fifteen (15) days not instituted the
Proceeding; and

            (d) no direction inconsistent with the written request has been
given to the Trustee during the fifteen (15) day period by Certificateholders
evidencing more than a majority of the Outstanding Certificates.

The Trustee will not be required to take any action however, unless the Trustee
has been offered reasonable indemnity for its costs, expenses and liabilities by
such Certificateholders or Certificate Owners.

            Section 3.13. Additional Legends.

            Each Certificate, whether issued in global form or definitive
physical form shall bear a legend substantially in accordance with the
following:

                  BY ACQUIRING OR ACCEPTING ANY INTEREST IN THIS CERTIFICATE,
                  YOU ACKNOWLEDGE THAT THIS CERTIFICATE IS SUBJECT TO A PURCHASE
                  OPTION GRANTED TO CORPORATE ASSET BACKED CORPORATION, A
                  DELAWARE CORPORATION (THE "DEPOSITOR"), BY UBS SECURITIES LLC
                  UNDER THE CALL OPTION AGREEMENT, DATED AS OF DECEMBER 15, 2004
                  (THE "CALL OPTION AGREEMENT"), AMONG THE DEPOSITOR, AS THE
                  SOLE INITIAL OPTION HOLDER, UBS SECURITIES LLC, AS THE INITIAL
                  PURCHASER FROM THE DEPOSITOR, AND SOLE HOLDER AT THE TIME OF
                  SUCH GRANT, OF THE CERTIFICATES, AND U.S. BANK TRUST NATIONAL
                  ASSOCIATION, A NATIONAL BANKING ASSOCIATION, ACTING AS OPTION
                  AGENT FOR THE CERTIFICATEHOLDERS WITH RESPECT TO THE OPTIONS
                  (THE "OPTION AGENT"), WHICH OBLIGATIONS HAVE BEEN ASSUMED BY
                  EACH SUBSEQUENT HOLDER OF SUCH CERTIFICATES; YOU AGREE TO
                  ASSUME THE

                                       27
<PAGE>

                  OBLIGATION OF YOUR TRANSFEROR TO PERFORM SUCH OPTION; AND YOU
                  ACKNOWLEDGE THAT YOUR TRANSFEROR HAS BEEN RELEASED FROM ITS
                  OBLIGATION TO PERFORM SUCH OPTION. THE CALL OPTION AGREEMENT
                  PERMITS THE HOLDER OF THE OPTION TO PURCHASE THIS CERTIFICATE
                  FROM YOU, WITHOUT YOUR CONSENT, AT THE TIMES AND ON THE
                  CONDITIONS SPECIFIED IN THE CALL OPTION AGREEMENT AT THE CALL
                  PRICE SPECIFIED IN THAT AGREEMENT. THE OPTION MAY BE
                  TRANSFERRED FROM TIME TO TIME. UPON THE EXERCISE OF THE OPTION
                  IN THE MANNER SPECIFIED IN THE CALL OPTION AGREEMENT, THIS
                  CERTIFICATE WILL BE TRANSFERRED TO, AND REGISTERED IN THE NAME
                  OF, THE RELEVANT OPTION HOLDER BY THE TRUSTEE, AND YOU WILL BE
                  PAID THE CALL PRICE FOR THIS CERTIFICATE IN ACCORDANCE WITH
                  THE TERMS OF THE CALL OPTION AGREEMENT, WITHOUT THE
                  REQUIREMENT OF ANY FURTHER ACTION BY YOU, EXCEPT THAT, IF THE
                  CERTIFICATES ARE HELD IN DEFINITIVE FORM AT SUCH TIME, YOU
                  WILL NOT RECEIVE SUCH CALL PRICE UNLESS AND UNTIL YOU
                  SURRENDER THIS CERTIFICATE.

                                   ARTICLE IV

                             EXCHANGE ACT REPORTING

            Section 4.1. Exchange Act Reporting.

            The Depositor shall:

            (a) on behalf of the Trust, prepare and file or cause the Trustee
(in accordance with instructions from the Depositor as to form and substance) to
prepare and file with the Commission in accordance with rules and regulations
prescribed by the Commission, following the execution thereof by the Depositor,
copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe), if any, that the Depositor on
behalf of the Trust may be required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act with respect to the Trust;

            (b) on behalf of the Trust, prepare and file or cause the Trustee
(in accordance with instructions from the Depositor as to form and substance) to
prepare and file with the Commission, in accordance with rules and regulations
prescribed by the Commission, such

                                       28
<PAGE>

additional information, documents and reports, including such certificates of
independent public accountants, if any, contemplated by the Securities Act, the
Exchange Act or the rules or interpretations of the Commission thereunder, with
respect to compliance by the Trust with the conditions and covenants of this
Trust Agreement, if any, as may be required to be filed with the Commission from
time to time by such rules and regulations;

            (c) supply to the Trustee (and the Trustee shall transmit by mail to
all Certificateholders described in TIA Section 313(c) and to the Swap
Counterparty, in the manner and to the extent provided therein) such summaries
of any information, documents and reports required to be filed by the Trustee
pursuant to clauses (a) and (b) of this Section 4.1, if any, as may be required
by rules and regulations prescribed from time to time by the Commission;

            (d) after an Available Information Event, on behalf of the Trust,
prepare, execute and file or cause the Trustee to prepare, execute and file with
the Commission following the execution thereof by the Depositor, reports of the
kind referred to in clause (a) of this Section 4.1 with respect to the
Underlying Securities Issuer, to the extent such reports are then available to
the Depositor, for as long as the Depositor on behalf of the Trust is required
to file such reports under the Exchange Act. Such reports shall include
quarterly and annual financial statements and other information of the type
required to be filed on Form 8-K under the Exchange Act with respect to the
Underlying Securities Issuer. A copy of each such report shall be provided to
the Trustee at least ten (10) Business Days prior to the date required for
filing; and

            (e) the Depositor shall deliver to the Trustee, on or before
February 15th of each year, an Officer's Certificate signed by an Executive
Officer of the Depositor stating that:

                  (i) a review of the activities of the Depositor during such
      fiscal year and of the performance under this Agreement has been made
      under such Executive Officer's supervision; and

                  (ii) to the best of such Executive Officer's knowledge, based
      on such review, the Depositor has fulfilled all of its obligations under
      this Agreement throughout such year, or, if there has been a default in
      the fulfillment of any such obligation, specifying each such default known
      to such Executive Officer and the nature and status thereof. A copy of
      such certificate may be obtained by any Certificateholder by a request in
      writing to the Depositor addressed to the Corporate Trust Office of the
      Trustee.

                                    ARTICLE V

                               ACTIONS BY TRUSTEE

            Section 5.1. Prior Notice to Certificateholders, the Option Agent
and the Swap Counterparty with Respect to Certain Matters.

            (a) Subject to Section 7.16, the Trustee shall not take action with
respect to the following matters, unless (i) the Trustee shall have notified the
Certificateholders, the Option Agent and the Swap Counterparty in writing of the
proposed action at least thirty (30) days before

                                       29
<PAGE>

the taking of such action, (ii) no Certificateholders shall have notified the
Trustee in writing prior to the thirtieth day after such notice is given that
such Certificateholders have withheld consent or provided alternative direction,
and, if any such Certificateholders have so withheld consent or provided
alternative direction, a majority of the Voting Rights of all the Certificates,
as specified in Section 5.3, shall have notified the Trustee in writing prior to
such thirtieth day that they have consented to such action, and (iii) the Rating
Agency Condition is satisfied:

                        (A) the initiation of any claim or lawsuit by the Trust
                        (other than a commencement of a Proceeding under Section
                        7.16) or the compromise of any action, claim or lawsuit
                        brought by or against the Trust; or

                        (B) any amendment to this Agreement under Section 9.3.

            (b) The Trustee shall not have the power to commence a voluntary
proceeding in bankruptcy relating to the Trust without the unanimous prior
approval of all Certificateholders and the delivery to the Trustee by each such
Certificateholder of a certificate certifying that each such Certificateholder
reasonably believes that the Trust is insolvent.

            Section 5.2. Action by Trustee with Respect to Certain Matters.

            Subject to Section 7.15 and, in the case of an Underlying Securities
Event of Default that has occurred and is continuing, Section 7.16, the Trustee
shall not agree to any amendment, modification or supplement to the Underlying
Securities.

            Section 5.3. Majority Control.

            Except as expressly provided herein, any action that may be taken or
consent that may be given or withheld by the Certificateholders under this
Agreement may be taken, given or withheld by Certificateholders evidencing a
majority of the Voting Rights of all the Certificates.

                                   ARTICLE VI

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

            Section 6.1. Establishment of Collection Account and Securities
Account.

            (a) The Trustee shall establish and maintain in the Trust's name
Eligible Trust Accounts known as the Collection Account and the Securities
Account, bearing an additional designation clearly indicating that the funds
deposited therein are held for the benefit of the Certificateholders, subject to
the obligations of the Trust, if any. The Trustee, directly or through its
agents, shall make reasonable efforts to collect all scheduled payments under
the Trust Assets and will follow, or cause to be followed, any collection
procedures that it would follow with respect to comparable financial assets that
it holds for its own account; provided that these procedures shall be consistent
with this Agreement and any related instrument governing the Underlying
Securities and any other Trust Asset.

                                       30
<PAGE>

            (b) The Trustee shall possess all right, title and interest in and
to all funds on deposit from time to time in the Collection Account and the
Securities Account and in all proceeds thereof. The Collection Account and the
Securities Account shall be under the sole dominion and control of the Trustee
for the benefit of the Certificateholders, subject to the obligations of the
Trust, if any. If at any time the Collection Account or the Securities Account
ceases to be an Eligible Trust Account, the Trustee shall within five (5)
Business Days (or such longer period, not to exceed thirty (30) calendar days,
to which the Rating Agency may consent) establish a new Collection Account or
Securities Account, as applicable, as an Eligible Trust Account and shall
transfer any funds in the existing Collection Account or Securities Account, as
applicable, to such new Collection Account or new Securities Account, as
applicable.

            (c) The Collection Account shall be a non-interest bearing account.
Pending application pursuant to Section 6.2, moneys held in the Collection
Account shall be held uninvested.

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

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

            (f) The Securities Intermediary hereby confirms and agrees that:

                  (i) there are no other agreements entered into between the
      Securities Intermediary and the Depositor with respect to the Securities
      Account;

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

                  (iii) it has not entered into, and until the termination of
      the Agreement will not enter into, any agreement with the Depositor or the
      Trustee purporting to limit or condition the obligation of the Securities
      Intermediary to comply with entitlement orders as set forth in this
      Section 6.1.

            Section 6.2. Application of Trust Funds.

            (a) The Trustee shall credit to the Collection Account all moneys or
property received by the Trust that constitute payments on, or proceeds from
redemption or sale (including issuer and third party tender offers and other
repurchases) of, the Underlying Securities. Any non-cash property received will
be liquidated by the Trustee in the manner determined by the

                                       31
<PAGE>

Trustee and using commercially reasonable efforts only to the extent necessary
to avoid distribution of fractional securities or other fractional property to
Certificateholders, and the proceeds thereof will be credited to the Collection
Account.

            (b) Except as otherwise specified in subsections (c) and (d) below,
the Trustee shall, subject to its right pursuant to Sections 7.16(a) and (b) to
payment of its reasonable expenses related to any proceeding in respect of a
failure by the Underlying Securities Issuer to pay the Whole Amount Due,
distribute the Available Funds (subject to the Trust's obligations to the Swap
Counterparty under the Swap Agreement) as follows :

                  (i) On each Distribution Date, the Trustee will pay from
      Available Interest Funds to the Certificateholders, interest accrued and
      unpaid, pro rata in proportion to their entitlements thereto; provided,
      however, that if the Trustee has not received any amounts of Available
      Interest Funds on or prior to the related Distribution Date, such amounts
      shall be applied in accordance with this Section 6.2(b) promptly upon
      receipt of such amounts.

                  (ii) The Trustee will pay, on the Final Distribution Date,
      Available Principal Funds to the Certificateholders, pro rata by
      Certificate Principal Balance, from Available Principal Funds, an amount
      not to exceed the then outstanding Certificate Principal Balance.

                  (iii) Any Available Funds remaining in the Collection Account
      after the payments set forth in clauses 6.2(b)(i) and 6.2(b)(ii) above
      shall be paid to the Certificateholders, pro rata by Certificate Principal
      Balance.

Any portion of the Available Funds (i) that does not constitute principal of, or
interest on, the Underlying Securities, (ii) that is not received in connection
with a redemption, repurchase or liquidation of or an unscheduled payment on the
Underlying Securities and (iii) for which allocation by the Trustee is not
otherwise contemplated by this Agreement, shall be remitted by the Trustee to
the Certificateholders.

            (c) Notwithstanding Section 6.2(b) above, if the Underlying
Securities are liquidated prior to the Final Distribution Date as a result of
(i) an Underlying Securities Payment Default, an Underlying Securities
Bankruptcy Default, an SEC Reporting Failure, a Trust Swap Default or a Trust
Regulatory Event, or (ii) the Underlying Securities Issuer has redeemed, made
other repurchases of or made an unscheduled payment on some or all of the
Underlying Securities, then a corresponding portion of the Certificates will be
redeemed. On the third Business Day after the Trustee receives the proceeds of
any such liquidation, redemption, repurchase of or unscheduled payment on the
Underlying Securities, the Trustee shall, subject to its right pursuant to
Sections 7.16(a) and (b) to payment of its reasonable expenses related to any
proceeding in respect of a failure by the Underlying Securities Issuer to pay
the Whole Amount Due, make distributions in respect of the proceeds:

                  (i) first, to the Swap Counterparty, in an amount equal to any
      Early Termination Payment payable by the Trust to the Swap Counterparty,
      if any; and

                                       32
<PAGE>

                  (ii) thereafter, any remainder will be paid to the
      Certificateholders, pro rata by Certificate Principal Balance.

            If any Early Termination Payment is payable by the Swap Counterparty
to the Trust the amount of such payment will be added to the proceeds payable to
the Certificateholders.

            (d) Notwithstanding Section 6.2(c) above, if the Option Holder has
exercised its Call Options and prior to the Final Distribution Date (i) the
Underlying Securities Issuer (or any third party tender offeror) has redeemed,
successfully tendered for, made other repurchases of or made an unscheduled
payment on some or all of the Underlying Securities or (ii) the Underlying
Securities are liquidated as a result of an Underlying Securities Payment
Default, an Underlying Securities Bankruptcy Default, an SEC Reporting Failure,
a Trust Swap Default or a Trust Regulatory Event, then a corresponding portion
of the Certificates will be redeemed. On the third Business Day after the
Trustee receives the proceeds of any such liquidation, redemption, tender for,
repurchase of or unscheduled payment on the Underlying Securities, the Trustee
shall, subject to its right pursuant to Sections 7.16(a) and (b) to payment of
its reasonable expenses related to any proceeding in respect of a failure by the
Underlying Securities Issuer to pay the Whole Amount Due, make distributions in
respect of the proceeds:

                  (i) first, to the Swap Counterparty, in an amount equal to any
      Early Termination Payment payable by the Trust to the Swap Counterparty,
      if any; and

                  (ii) thereafter, any remainder will be paid to the Option
      Holder.

            If any Early Termination Payment is payable by the Swap Counterparty
to the Trust the amount of such payment will be added to the proceeds payable to
the Option Holder.

            (e) It is understood that payments in the nature of unscheduled
payment or redemption penalties, late payment charges, default interest or
reinvestment income which may be received by the Trustee shall be deposited by
the Trustee in the Collection Account for distribution to the Certificateholders
as additional interest, and shall not be retained by the Trustee for its own
account.

            (f) If the number of Certificates redeemed pursuant to Sections
6.2(c) and (d) is less than the outstanding number of Certificates, the Trustee
shall select the Certificates to be redeemed as follows: the Certificates
selected by the Trustee shall be a pro rata portion of the Certificates held by
each Certificateholder; provided that purchases of a fraction of a single
Certificate shall not be made and the Trustee shall round up or down the number
of Certificates to be purchased from each Certificateholder to avoid such
fractional purchases.

            Section 6.3. Certain Provisions Applicable to all Distributions to
Certificateholders.

            (a) If any withholding tax is imposed on any distribution (or
allocations of income) by the Trust to a Certificateholder, such tax shall
reduce the amount otherwise distributable to the Certificateholder. The Trustee
is hereby authorized and directed to retain from amounts otherwise distributable
to the Certificateholders sufficient funds for the payment of any tax that is
legally required to be withheld by the Trust (but such authorization shall not
prevent the

                                       33
<PAGE>

Trustee if indemnified to its satisfaction, from contesting any such tax in
appropriate proceedings and withholding payment of such tax, if permitted by
law, pending the outcome of such proceedings). The amount of any withholding tax
imposed with respect to a Certificateholder shall be treated as cash distributed
to such Certificateholder at the time it is withheld by the Trust and remitted
to the appropriate taxing authority. If the Trustee determines that withholding
tax is payable with respect to a distribution (such as a distribution to a
Certificateholder that is a non-U.S. Person), the Trustee may in its sole
discretion withhold such amounts in accordance with this Section 6.3(a). If a
Certificateholder wishes to apply for a refund of any such withholding tax, the
Trustee shall reasonably cooperate with such Certificateholder in making such
claim so long as such Certificateholder agrees to reimburse the Trustee for any
out-of-pocket expenses incurred. The Trustee shall not be liable to any Person
for withholding or failing to withhold any such withholding tax. In the event
that withholding taxes should have been imposed on any distribution by the Trust
to a Certificateholder but was not so withheld at the time of the payment, the
Trustee is hereby also authorized and directed to obtain from amounts otherwise
distributable currently and in the future to the respective Certificateholder to
pay amounts that should have been withheld by the Trust and any penalties and
interest due.

            (b) [Reserved].

            (c) Notwithstanding any other provisions in this Agreement, the
right of any Certificateholder to receive a distribution of principal, interest,
and premium, if any, allocable to a Certificate and to institute suit for the
enforcement of any such distribution shall not be impaired without the consent
of such Certificateholder.

            Section 6.4. Appointment of Paying Agent.

            The Trustee may appoint one or more paying agents (each, a "Paying
Agent") with respect to the Certificates. Any such Paying Agent shall be
authorized to make distributions to Certificateholders from the Collection
Account pursuant to the provisions of this Agreement and shall report the
amounts of such distributions to the Trustee. Any Paying Agent shall have the
revocable power to withdraw funds from such Collection Account for the purpose
of making such distributions. The Trustee in its sole discretion may revoke such
power and remove the Paying Agent. The initial Paying Agent(s) shall be the
Trustee and any co-paying agent chosen by the Depositor and reasonably
acceptable to the Trustee, including, if and so long as the Certificates are
listed on any securities exchange and such exchange so requires, a co-paying
agent in any city required by the rules of such exchange. Any Paying Agent shall
be permitted to resign as a Paying Agent upon thirty (30) days' notice to the
Trustee. If the Trustee shall resign as a Paying Agent, the Trustee shall
appoint a successor or additional Paying Agent. The Trustee shall cause each
Paying Agent and each successor or additional Paying Agent to execute and
deliver to the Trustee an instrument in which such Paying Agent or successor or
additional Paying Agent shall agree with the Trustee that (a) it will hold all
sums, if any, held by it for distribution to the Certificateholders in trust for
the benefit of the Certificateholders entitled thereto until such sums shall be
distributed to such Certificateholders or returned to the Trustee, and (b) it
will give the Trustee notice of any default by the Underlying Securities Issuer
(if such default is known to such Paying Agent). The Paying Agent shall return
all unclaimed funds to the Trustee and upon removal shall also return all funds
in its possession to the Trustee. The provisions of Sections 7.1, 7.3, 7.8 and
7.10 shall apply to the Trustee also in its roles as Paying Agent, for so long
as the

                                       34
<PAGE>

Trustee shall act as Paying Agent. Any reference in this Agreement to the Paying
Agent shall include any co-paying agent unless the context requires otherwise.
Notwithstanding anything contained herein to the contrary, the appointment of a
Paying Agent pursuant to this Section 6.4 shall not release the Trustee from the
duties, obligations, responsibilities or liabilities arising under this
Agreement other than with respect to funds paid to such Paying Agent.

            Section 6.5. Method of Payment.

            Distributions required to be made to Certificateholders on any
Distribution Date shall be made to each Certificateholder of record on the
immediately preceding Record Date either by wire transfer, in immediately
available funds, to the account of such Certificateholder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided to the Certificate Registrar appropriate written instructions at
least five (5) Business Days prior to such Record Date, or, if not, by check
mailed to such Certificateholder at the address of such Certificateholder
appearing in the Certificate Register.

            Section 6.6. Reports to Certificateholders.

            On the Business Day next following each Distribution Date, the
Trustee shall forward or cause to be forwarded to the Depositor, the Swap
Counterparty, each Certificateholder, the Option Agent and the New York Stock
Exchange (or, if the Certificates are no longer listed on the New York Stock
Exchange, to any exchange or securities trading system on which the Certificates
are then listed or quoted), a statement setting forth:

            (a) the amount of the distribution on such Distribution Date to the
Certificateholders allocable to principal of and premium, if any, and interest
on the Certificates, and the amount of aggregate unpaid interest accrued as of
such Distribution Date;

            (b) the aggregate stated principal amount of the Underlying
Securities and the current interest rate thereon at the close of business on
such Distribution Date; and

            (c) the aggregate Certificate Principal Balance of the Certificates
at the close of business on such Distribution Date.

            In the case of information furnished pursuant to subclause (a)
above, the amounts shall be expressed as an aggregate dollar amount for all the
Certificates or as a dollar amount per minimum authorized denomination of the
Certificates. Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to each person who at any time during such
calendar year was a Certificateholder a statement containing the information set
forth in subclauses (a) and (b) above, aggregated for such calendar year or the
applicable portion thereof during which such person was a Certificateholder.
Such obligation of the Trustee shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the
Trustee pursuant to any requirements of the Code as are from time to time in
effect.

                                       35
<PAGE>

            Section 6.7. Accounting and Information to Certificateholders,
Internal Revenue Service and Others.

            (a) The Trustee shall (i) maintain (or cause to be maintained) the
books of the Trust on a calendar year basis on the accrual method of accounting,
(ii) deliver to each Certificateholder, as may be required by the Code and
applicable Treasury Regulations or otherwise, such information reasonably
available to the Trustee as may be required to enable each Certificateholder to
prepare its federal income tax returns, (iii) file such tax returns relating to
the Trust and make such elections as may from time to time be required or
appropriate under any applicable state or federal statute or rule or regulation
thereunder, (iv) cause such tax returns to be signed in the manner required by
law and (v) collect or cause to be collected any withholding tax as described in
and in accordance with Section 6.3(a) with respect to income or distributions to
Certificateholders. The Trustee shall be authorized to retain an agent for the
purpose of performing its obligations under the preceding clauses (i), (ii) and
(iii), but no expense of any such agent shall be an expense of the Trust,
notwithstanding that such expenses shall not have been paid by the Depositor
pursuant to its separate fee agreement with the Trustee.

            (b) The Depositor shall appoint a firm of independent certified
public accountants to determine that the Trust Assets exist at the balance sheet
date and that such Trust Assets reflects the correct value on that date and to
review each of the distribution reports prepared by the Trustee pursuant to
Section 6.6 and to verify (i) that such reports and the calculations made
therein were made accurately and in accordance with the terms of this Agreement
and (ii) that the Depositor and the Trustee have each fulfilled their
obligations under this Agreement. The Depositor shall instruct the accountants
(i) to promptly report to the Depositor any errors in such distribution reports
discovered in verifying such calculations and (ii) to render to the Depositor an
annual examination report, prepared in compliance with procedures to be agreed
upon between the Depositor and such independent certified public accountants
based on established or stated criteria as set forth in the professional
standards of the American Institute of Certified Public Accountants, within
forty-five (45) days (or such longer period as may be acceptable to the
Depositor) following the end of each calendar year that specifies the
calculations made in reviewing the distribution reports prepared by the
Depositor for the previous calendar year and such accountants' associated
findings.

            Section 6.8. Signature on Returns.

            Subject to applicable law, the Trustee shall sign on behalf of the
Trust any and all tax returns of the Trust.

            Section 6.9. No Implied Duties of the Depositor.

            No implied covenants or obligations shall be read into this
Agreement against the Depositor. The Depositor shall not be under any obligation
whatsoever to appear in, prosecute or defend any action, suit or other
proceeding in respect of the Underlying Securities or other Trust Assets or the
Certificates that is not incidental to its responsibilities under this Agreement
or that in its opinion may involve it in any expense or liability unless
indemnification satisfactory to it is provided.

                                       36
<PAGE>

                                   ARTICLE VII

                                   THE TRUSTEE

            Section 7.1. Duties of Trustee; Notice of Defaults.

            (a) The Trustee shall not be liable except for the performance by
the Trustee of such duties, and only such duties, as are specifically set forth
in this Agreement, including the administration of the Trust in the interest of
the Certificateholders, subject to and in accordance with the provisions of this
Agreement. No implied covenants or obligations shall be read into this Agreement
against the Trustee.

            (b) In the absence of bad faith on its part, the Trustee may
conclusively rely upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Agreement in determining the truth of the
statements and the correctness of the opinions contained therein; provided,
however, that the Trustee shall have examined such certificates or opinions so
as to determine compliance of the same with the requirements of this Agreement.

            (c) The Trustee shall not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful misconduct
or bad faith, except that:

                  (i) this Section 7.1(c) shall not limit the effect of Section
      7.1(a) or (b) above;

                  (ii) the Trustee shall not be liable for any error of judgment
      made in good faith by a Responsible Officer or Officers of the Trustee,
      unless it is proved that the Trustee or such Responsible Officer was
      negligent in ascertaining the pertinent facts;

                  (iii) the Trustee shall not be liable with respect to any
      action it takes or omits to take in good faith in accordance with a
      direction received by it pursuant to Section 5.1, 5.3 or 7.5; and

                  (iv) the Trustee shall not be liable for any loss or
      diminution in value of Underlying Securities sold by it under this
      Agreement in good faith in accordance with its terms.

            (d) Moneys received by the Trustee hereunder shall be deposited in
the Collection Account, and the Trustee shall not be liable to pay any interest
thereon.

            (e) The Trustee shall not take any action that (i) is inconsistent
with the purposes of the Trust set forth in Section 2.3, (ii) would, to the
actual knowledge of a Responsible Officer of the Trustee, result in the Trust's
being characterized as other than a grantor trust for federal income tax
purposes or (iii) the Trustee should reasonably be expected to know would
adversely affect the intended classification of the Trust as a grantor trust for
federal income tax purposes (in this connection, the Trustee shall be protected
in assuming that the performance of its express duties hereunder, including any
actions taken at the direction of the Depositor, is in accordance with this
Agreement). The Depositor shall not direct the Trustee to take any action that
would violate the provisions of this Section 7.1(e).

                                       37
<PAGE>

            (f) The Trustee (except as specifically provided herein) shall have
the legal power to exercise all of the rights, powers and privileges of holders
of the Underlying Securities and other Trust Assets. However, the Trustee
(except as specifically provided herein) shall not be under any obligation
whatsoever to appear in, prosecute or defend any action, suit or other
proceeding in respect of the Underlying Securities or other Trust Assets that is
not incidental to its responsibilities under this Agreement or that in its
opinion may involve it in any expense or liability unless indemnification
satisfactory to it is provided.

            (g) Section 315(e) of the TIA is hereby excluded from operation in
respect of this Agreement.

            (h) If the Underlying Securities Issuer announces its intention to
tender for or repurchase the Underlying Securities, or if a third party
announces its intention to tender for the Underlying Securities, the Trustee
shall be required to not accept such tender offer or repurchase offer, and
neither the Certificateholders nor the Option Holder will receive any proceeds
from such tender offer or repurchase.

            (i) The Trustee shall 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 Option Agent and the
Swap Counterparty in order to enable it to carry out or perform its duties under
the Call Option Agreement and the Swap Agreement.

            Section 7.2. Rights of Trustee.

            The Trustee is authorized and directed to execute and deliver the
documents referred to in Article II to which the Trust is to be a party, in such
written form as the Depositor shall approve by Depositor Order. In addition to
the foregoing, the Trustee is authorized and shall be obligated to take all
actions required of the Trust pursuant to such documents.

            Section 7.3. Acceptance of Trusts and Duties.

            Except as otherwise provided in this Article VII, in accepting the
Trust hereby created, the Trustee acts solely as Trustee hereunder and not in
its individual capacity and all Persons having any claim against the Trustee by
reason of the transactions contemplated by this Agreement shall look only to the
Trust Assets for payment or satisfaction thereof. The Trustee accepts the trusts
hereby created and agrees to perform its duties hereunder with respect to such
trusts but only upon the terms of this Agreement. The Trustee also agrees to
disburse all moneys actually received by it constituting part of the Trust
Assets upon the terms of this Agreement. The Trustee (and any director, officer,
employee or agent of the Trustee) shall not be liable or accountable under the
Trust Agreement under any circumstances, except (i) for its own negligent
action, its own negligent failure to act or its own willful misconduct or bad
faith (except that the foregoing shall not limit the effect of subsection 7.1(a)
or (b), or (ii) in the case of the inaccuracy of any representation or warranty
contained in Section 7.7). In particular, but not by way of limitation (and
subject to the exceptions set forth in the preceding sentence):

            (a) the Trustee shall at no time have any responsibility or
liability for or with respect to the legality, validity and enforceability of
any Underlying Securities or other Trust Assets, or the perfection and priority
of any security interest created by any Underlying Securities

                                       38
<PAGE>

or the maintenance of any such perfection and priority, or for or with respect
to the sufficiency of the Trust Assets or their sufficiency to generate the
payments to be distributed to Certificateholders under this Agreement, including
the terms and conditions of any Underlying Securities or other Trust Assets; the
validity of the assignment of any Underlying Securities or other Trust Assets to
the Trust or of any intervening assignment; the completeness of any Underlying
Securities or other Trust Assets; the performance or enforcement of any
Underlying Securities or other Trust Assets; the compliance by the Depositor
with any warranty or representation made under any agreement or document or the
accuracy of any such warranty or representation or any action of the Depositor
taken in the name of the Trustee;

            (b) under no circumstances shall the Trustee be liable for
indebtedness or other payment or distribution obligations evidenced by or
arising under this Agreement, including the Certificate Principal Balance of and
distributions on the Certificates;

            (c) the Trustee shall not be responsible for or in respect of and
makes no representation as to the validity or sufficiency of any provision of
this Agreement, the accuracy or completeness of any offering documents for the
Certificates or for the due execution hereof by the Depositor or for the form,
character, genuineness, sufficiency, value or validity of any of the Underlying
Securities, the Certificates (other than the certificate of authentication on
the Certificates), the Call Options or any related documents, and the Trustee
shall in no event assume or incur any liability, duty or obligation to any
Certificateholder, other than as expressly provided for in this Agreement;

            (d) the Trustee shall not be liable for the default or misconduct of
the Depositor or any other party (other than itself, as provided in this
Agreement) under this Agreement or otherwise;

            (e) except as described in Section 7.16 in connection with an
Underlying Securities Event of Default, the Trustee shall be under no obligation
to exercise any of the rights or powers vested in it by this Agreement or to
make any investigation of related matters or to institute, conduct or defend any
litigation under or in relation to this Agreement at the request, order or
direction of any of the Certificateholders, unless the Certificateholders have
offered the Trustee reasonable security or indemnity against the costs, expenses
and liabilities which may be incurred by the Trustee. The right of the Trustee
to perform any discretionary act enumerated in this Agreement shall not be
construed as a duty, and the Trustee shall not be answerable for other than its
misconduct, bad faith or negligence in the performance of any such act;

            (f) the Trustee shall not incur any liability to any
Certificateholder if, by reason of any provision of any present or future law,
or regulation thereunder, or any governmental authority, or by reason of any act
of God or war or other circumstance beyond the control of the relevant party,
the Trustee shall be prevented or forbidden from doing or performing any act or
thing that the terms of this Agreement provide shall be done or performed; and
the Trustee shall not incur any liability to any Certificateholder by reason of
any non-performance or delay, caused as aforesaid, in the performance of any act
or thing which the terms of this Agreement provide shall or may be done or
performed, or by reason of any exercise of, or failure to exercise, any
discretion provided for in this Agreement; and

                                       39
<PAGE>

            (g) the rights, protections, immunities and benefits given to the
Trustee hereunder are extended to, and enforceable by, the Trustee in each of
its capacities hereunder.

            Section 7.4. Preferential Collection of Claims Against Trustee.

            The Trustee shall comply with Section 311(a) of the TIA, excluding
any creditor relationship listed in Section 311(b) of the TIA. A Trustee who has
resigned or been removed shall be subject to Section 311(a) of the TIA to the
extent required by that Section.

            Section 7.5. Action Upon Instruction by Certificateholders.

            (a) Subject to Sections 5.3 and 9.3 and in accordance with the terms
of this Agreement, the Certificateholders may by written instruction direct the
Trustee in the management of the Trust. Subject to Sections 7.3(e), 7.5(c) and
7.15, such direction may be exercised at any time by written instruction of the
Certificateholders pursuant to Section 5.3.

            (b) Notwithstanding the foregoing, the Trustee shall not be required
to take any action under this Agreement if the Trustee shall have reasonably
determined, or shall have been advised by counsel, that such action is likely to
result in liability on the part of the Trustee or is contrary to the terms of
this Agreement or is otherwise contrary to law, or if the Trustee shall not have
received indemnity satisfactory to it as provided in Section 7.3(e). No
provision of this Agreement shall require the Trustee to expend or risk funds or
otherwise incur any financial liability in the performance of any of its rights
or powers under this Agreement, if the Trustee shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured or provided to it.

            (c) Whenever the Trustee is unable to decide between alternative
courses of action permitted or required by the terms of this Agreement, or is
unsure as to the application, intent, interpretation or meaning of any provision
of this Agreement, the Trustee shall promptly give notice (in such form as shall
be appropriate under the circumstances) to the Certificateholders (with a copy
to the Option Agent) requesting instruction as to the course of action to be
adopted, and, to the extent the Trustee acts in good faith in accordance with
any instruction received in accordance with Section 5.3, or otherwise in
accordance with the instructions of the Depositor or the Certificateholders in
accordance with this Agreement, the Trustee shall not be liable on account of
such action to any Person. If the Trustee shall not have received appropriate
instructions within ten (10) days of such notice (or within such shorter period
of time as reasonably may be specified in such notice or may be necessary under
the circumstances) it may, but shall be under no duty to, take or refrain from
taking such action which is consistent, in its view, with this Agreement, and as
it shall deem to be in the best interests of the Certificateholders, and the
Trustee shall have no liability to any Person for any such action or inaction.

            Section 7.6. Furnishing of Documents; Reports to Certificateholders
and DTC.

            (a) The Trustee shall furnish to the Certificateholders and the Swap
Counterparty, with a copy to the New York Stock Exchange (or, if the
Certificates are no longer listed on the New York Stock Exchange, to any
exchange or securities trading system on which the Certificates are then listed
or quoted), promptly upon receipt of a written request therefor, duplicates or
copies of all reports, notices, requests, demands, certificates, financial
statements and

                                       40
<PAGE>

any other instruments furnished to the Trustee under this Agreement. In
addition, if required by Section 313(a) of the TIA, within sixty (60) days after
December 31 of each year, the Trustee shall mail to (i) each Certificateholder
as required by Section 313(c) of the TIA and (ii) the Depositor, a brief report
dated as of such date that complies with Section 313(a) of the TIA. A copy of
any report delivered pursuant to this Section 7.6(a) shall, at the time of its
mailing to Certificateholders and the Depositor, be filed by the Trustee with
the Commission and the New York Stock Exchange (or, if the Certificates are no
longer listed on the New York Stock Exchange, to any exchange or securities
trading system on which the Certificates are then listed or quoted).

            (b) The Trustee shall within ninety (90) days of an event described
in Section 313(b) of the TIA mail to (i) each Certificateholder as required by
Section 313(c) of the TIA and (ii) the Depositor, a brief report dated as of
such date that complies with Section 313(b) of the TIA. A copy of any report
delivered pursuant to this Section 7.6(b) shall, at the time of its mailing to
Certificateholders and the Depositor, be filed by the Trustee with the
Commission and the New York Stock Exchange (or, if the Certificates are no
longer listed on the New York Stock Exchange, to any exchange or securities
trading system on which the Certificates are then listed or quoted).

            (c) Annual unaudited reports setting forth the amounts of payments
on the Certificates, and whether such amounts are principal, premium or interest
shall be prepared by the Trustee and sent to the Certificateholders.

            Section 7.7. Representations and Warranties of Trustee.

            The Trustee hereby represents and warrants, for the benefit of the
Certificateholders, that:

            (a) it is a banking association duly incorporated, validly existing
and in good standing under the laws of the United States of America;

            (b) it has full power, authority and legal right to execute,
deliver, and perform its obligations under this Agreement, and has taken all
necessary action to authorize the execution, delivery and performance by it of
this Agreement;

            (c) the Trustee maintains its books and records with respect to its
Securities Accounts in the State of New York;

            (d) the Trustee has not granted any lien on the Trust Assets nor are
the Trust Assets subject to any lien on properties of the Trustee in its
individual capacity; the Trustee has no actual knowledge and has not received
actual notice of any lien on the Trust Assets (other than any liens of the
Trustee in favor of the beneficiaries of the Trust Agreement); other than the
interests of the Certificateholders, the books and records of the Trustee do not
identify any Person as having an interest in the Trust Assets;

            (e) the Trustee makes no representation as to (i) the validity,
legality, sufficiency or enforceability of any of the Trust Assets or (ii) the
collectability, insurability, effectiveness or suitability of any of the Trust
Assets;

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<PAGE>

            (f) the execution, delivery and performance by it of this Agreement
(i) will not violate any provision of any law or regulation governing the powers
of the Trustee or any order, writ, judgment or decree of any court, arbitrator
or governmental authority applicable to the Trustee or any of its assets and
(ii) will not violate any provision of the corporate charter or by-laws of the
Trustee;

            (g) this Agreement has been duly executed and delivered by the
Trustee and constitutes the legal, valid and binding agreement of the Trustee,
enforceable against the Trustee in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization, or
other similar laws affecting the enforcement of creditors' rights in general and
by general principles of equity, regardless of whether such enforceability is
considered in a proceeding in equity or at law; and

            (h) the execution, delivery and performance by the Trustee of this
Agreement will not require the authorization, consent or approval of, the giving
of notice to, the filing or registration with, or the taking of any other action
in respect of, any governmental authority or agency regulating the banking and
corporate trust activities of banks or trust companies in the jurisdiction in
which the Trust was formed.

            The Trustee and the Securities Intermediary hereby represent and
warrant that:

            (a) the Securities Account is a "securities account" within the
meaning of Section 8-501 of the UCC and contains only property held by the
Securities Intermediary as fiduciary. The Securities Intermediary is acting in
the capacity of a "securities intermediary" within the meaning of Section
8-102(a)(14) of the UCC;

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

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

            Section 7.8. Reliance; Advice of Counsel.

            (a) The Trustee shall incur no liability to anyone in acting upon
any signature, instrument, notice, resolution, request, consent, order,
certificate, report, opinion, bond, facsimile transmission or other document or
paper reasonably believed by it to be genuine and reasonably believed by it to
be signed by the proper party or parties and need not investigate any fact or
matter in any such document. The Trustee may accept a certified copy of a
resolution of the board of directors or other governing body of any corporate
party as conclusive evidence that such resolution has been duly adopted by such
body and that the same is in full force and effect. As to

                                       42
<PAGE>

any fact or matter the method of the determination of which is not specifically
prescribed herein, the Trustee may for all purposes hereof rely on a
certificate, signed by the president or any vice president or by the treasurer
or other authorized officers of the relevant party, as to such fact or matter,
and such certificate shall constitute full protection to the Trustee for any
action taken or omitted to be taken by it in good faith in reliance thereon.

            (b) In the exercise or administration of the trusts hereby created
and in the performance of its duties and obligations under this Agreement, the
Trustee: (i) may act directly or through its agents, attorneys, custodians or
nominees (including the granting of a power of attorney to Responsible Officers
of the Trustee to execute and deliver this Agreement, any Certificate or other
documents related thereto on behalf of the Trustee) pursuant to agreements
entered into with any of them, and the Trustee shall not be liable for the
conduct or misconduct of such agents, attorneys, custodians or nominees if such
agents, attorneys, custodians or nominees shall have been selected by the
Trustee in good faith and with reasonable care and (ii) may consult with
counsel, accountants and other skilled professionals to be selected in good
faith and with reasonable care and employed by it. The Trustee shall not be
liable for anything done, suffered or omitted in good faith by it in accordance
with the opinion or advice of any such accountants or other such persons and not
contrary to this Agreement.

            Section 7.9. Trustee May Own Certificates.

            The Trustee in its individual or any other capacity shall be
permitted to become the owner or pledgee of Certificates and may deal with the
Depositor in the same manner as it would have if it were not the Trustee,
subject to the limitations on the rights of the Trustee, if it is holding the
Certificates in its individual capacity, in voting on any demand, authorization,
direction, notice, consent or waiver hereunder, set forth in the definition of
"Outstanding" in Section 1.1.

            Section 7.10. Compensation and Indemnity.

            U.S. Bank Trust National Association shall be entitled to receive
from the Depositor, as compensation for acting as Trustee hereunder and acting
as Option Agent under the Call Option Agreement, fees pursuant to a separate
agreement between U.S. Bank Trust National Association and the Depositor, and
shall be reimbursed by the Depositor for all reasonable expenses, disbursements
and advances incurred or made as Trustee (including the reasonable compensation,
disbursements and expenses of its counsel and other persons not regularly in its
employ). The Depositor shall indemnify and hold harmless the Trustee and its
successors, assigns, agents, directors, officers and employees against any and
all loss, liability or reasonable expense (including attorney's fees) incurred
by it in connection with any legal action relating to the administration of this
Trust and the performance of its duties thereunder. The Trustee shall notify the
Depositor promptly of any claim for which it or any such Person may seek
indemnity. Failure by the Trustee to so notify the Depositor shall not relieve
the Depositor of its obligations hereunder. The Depositor need not reimburse any
expense or indemnify against any loss, liability or expense that is incurred by
the Trustee through the Trustee's own misconduct, negligence or bad faith in the
performance of the Trustee's duties under this Agreement. The Depositor agrees
that the provisions of this Section 7.10 shall apply to U.S. Bank Trust National
Association acting in its individual capacity hereunder in the same manner as
they apply to the Trustee. The

                                       43
<PAGE>

indemnities contained in this Section 7.10 shall survive the resignation or
termination of the Trustee or the termination of this Agreement.

            Failure by the Depositor to pay, reimburse or indemnify the Trustee
shall not entitle the Trustee to any payment, reimbursement or indemnification
from the Trust, nor shall such failure release the Trustee from the duties it is
required to perform under this Agreement. Any unpaid, unreimbursed or
unindemnified amounts shall not be borne by the Trust and shall not constitute a
claim against the Trust (except to the extent that the Trustee is entitled to
recover such amount pursuant to the provisions of Section 7.16(a)).

            Section 7.11. Replacement of Trustee.

            (a) The Trustee may resign at any time and be discharged from the
trusts hereby created by giving thirty (30) days' prior written notice thereof
to the Depositor. The Depositor shall appoint a successor Trustee by delivering
a written instrument, in duplicate, to the resigning Trustee and the successor
Trustee. If no successor Trustee shall have been appointed and have accepted
appointment within thirty (30) days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee. The Depositor shall
remove the Trustee if:

                  (i) the Trustee shall cease to be eligible in accordance with
      the provisions of Section 7.14 and shall fail to resign after written
      request therefor by the Depositor;

                  (ii) the Trustee shall be adjudged bankrupt or insolvent;

                  (iii) a receiver or other public officer shall be appointed or
      take charge or control of the Trustee or of its property or affairs for
      the purpose of rehabilitation, conservation or liquidation;

                  (iv) the Trustee shall fail to carry out its duties hereunder;
      or

                  (v) the Trustee shall otherwise be incapable of acting.

            (b) If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Depositor shall promptly appoint a
successor Trustee by written instrument, in duplicate (one copy of which
instrument shall be delivered to the outgoing Trustee so removed and one copy to
the successor Trustee) and shall pay all fees and expenses owed to the outgoing
Trustee.

            (c) Unless the Trust has been completely liquidated and the proceeds
of the liquidation distributed to Certificateholders, any resignation or removal
of the Trustee and appointment of a successor Trustee pursuant to any of the
provisions of this Section 7.11 shall not become effective until a written
acceptance of appointment is delivered by the successor Trustee to the outgoing
Trustee and the Depositor and all fees and expenses due to the outgoing Trustee
are paid; provided that with respect to any of the events specified in Section
7.11(a) above, the payment of the fees and expenses due to the outgoing Trustee
shall not be a condition for the removal of such Trustee and the appointment of
a successor Trustee. Any successor Trustee

                                       44
<PAGE>

appointed pursuant to this Section 7.11 must be eligible to act in such capacity
in accordance with Section 7.14 and, following compliance with the preceding
sentence, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor under this Agreement, with like effect as if
originally named as Trustee. The Depositor shall provide notice within five (5)
Business Days of the resignation or removal of the Trustee to the Swap
Counterparty, the Rating Agency and each Certificateholder.

            (d) The predecessor Trustee shall upon payment of its fees and
expenses deliver to the successor Trustee all documents and statements and
moneys held by it under this Agreement. The Depositor and the predecessor
Trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for fully and certainly vesting and confirming in the
successor Trustee all such rights, powers, duties and obligations.

            (e) Upon acceptance of appointment by a successor Trustee pursuant
to this Section 7.11, the Depositor shall mail notice of the successor of such
Trustee to the Swap Counterparty, all Certificateholders and the Rating Agency.

            Section 7.12. Merger or Consolidation of Trustee.

            Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder; provided that
such corporation is eligible pursuant to Section 7.14, and without the execution
or filing of any instrument or any further act on the part of any of the parties
hereto; provided, however, that the Trustee shall mail notice of such merger or
consolidation to the Depositor, the Swap Counterparty, and the Rating Agency.

            Section 7.13. Appointment of Co-Trustee or Separate Trustee.

            (a) Notwithstanding any other provisions of this Agreement, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Trust Assets may at the time be located, the Depositor and
the Trustee acting jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons approved by the Trustee and the
Depositor to act as co-trustee, jointly with the Trustee, or as separate trustee
or trustees, of all or any part of the Trust Assets, and to vest in such Person
in such capacity such title to the Trust Assets, or any part thereof, and,
subject to the other provisions of this Section 7.13, such powers, duties,
obligations, rights and trusts as the Depositor and the Trustee may consider
necessary or desirable. If the Depositor shall not have joined in such
appointment within fifteen (15) days after the receipt by it of a request to do
so, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee under this Agreement shall be required to meet
the terms of eligibility as a successor trustee pursuant to Section 7.14 and no
notice of the appointment of any co-trustee or separate trustee shall be
required pursuant to Section 7.11.

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<PAGE>

            (b) Each separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

                  (i) all rights, power, duties and obligations conferred or
      imposed upon the Trustee shall be conferred upon and exercised or
      performed by the Trustee and such separate trustee or co-trustee jointly
      (it being understood that such separate trustee or co-trustee is not
      authorized to act separately without the Trustee joining in such act),
      except to the extent that under any law of any jurisdiction in which any
      particular act or acts are to be performed, the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event
      such rights, powers, duties and obligations (including the holding of
      title to the Trust Assets or any portion thereof in any such jurisdiction)
      shall be exercised and performed singly by such separate trustee or
      co-trustee, but solely at the direction of the Trustee;

                  (ii) no separate trustee or co-trustee under this Agreement
      shall be personally liable by reason of any act or omission of any other
      trustee under this Agreement; and

                  (iii) the Depositor and the Trustee acting jointly may at any
      time accept the resignation of, or may remove, any separate trustee or
      co-trustee.

            (c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Each such instrument shall be filed with the Trustee and a copy
thereof given to the Depositor.

            (d) Any separate trustee or co-trustee may at any time appoint the
Trustee as its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

            Section 7.14. Eligibility Requirements for Trustee.

            (a) The Trustee shall at all times satisfy the requirements of
Section 310(a) of the TIA. The Trustee shall at all times be a bank that is not
an Affiliate of the Depositor (but may have normal banking relationships with
the Depositor or the Underlying Securities Issuer and its respective
Affiliates), which (i) is organized and doing business under the laws of any
State or the United States; (ii) is authorized under such laws to exercise
corporate trust powers; (iii) has a combined capital and surplus of at least
$50,000,000; (iv) is subject to supervision or examination

                                       46
<PAGE>

by federal or state authority; and (v) has (or has a parent which has) a
long-term unsecured debt rating of at least BBB- by Standard & Poor's. If such
corporation shall publish reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority,
then for the purpose of this Section 7.14, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 7.14, the Trustee shall resign immediately in the manner and with the
effect specified in Section 7.11.

            (b) The Trustee shall comply with Section 310(b) of the TIA;
provided that, if the exclusion requirements set forth in Section 310(b)(1) of
the TIA are met, any other trust agreement under which other securities are
outstanding that evidence beneficial ownership interests in obligations of any
Underlying Securities Issuer shall be excluded from the operation of Section
310(b)(1) of the TIA.

            Section 7.15. Voting of the Underlying Securities Other than in the
Case of an Underlying Securities Event of Default; Modification of the Swap
Agreement.

            The Trustee shall not consent to any amendment, modification or
supplement to the Underlying Securities except as permitted by this Agreement.

            (a) The Trustee shall exercise any voting or consent rights with
respect to the Underlying Securities as set forth in Section 7.15(b), (c) or
(d). The Trustee shall not, however, exercise such rights if the exercise
thereof (or the action with respect to which such rights are so elicited) would
adversely affect the intended classification of the Trust as a grantor trust for
federal income tax purposes.

            (b) The Trustee may, subject to the provisions of Section 7.15(c)
below and, in the case of an Underlying Securities Event of Default, Section
7.16, vote and give consents and waivers in respect of the Underlying Securities
as permitted by DTC. In the event that the Trustee receives a request from DTC
or the Underlying Securities Trustee or the Underlying Securities Issuer for its
consent to any amendment, modification or waiver of the Underlying Securities,
the Underlying Securities Indenture or any other documents relating to the
Underlying Securities, 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 Option Holder,
the Swap Counterparty and 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, and, subject to Section 7.15(c), the Trustee will vote a principal
amount of the Underlying Securities equal to the Certificate Principal Balance
of the Outstanding Certificates whose holders have given the Trustee
instructions to vote.

                                       47
<PAGE>

            (c) Notwithstanding anything to the contrary herein, the Trustee
shall at no time vote or consent to any matter:

                  (i) unless such vote or consent (or the action with respect to
      which such vote or consent is solicited) would not, based on an Opinion of
      Counsel, adversely affect the intended classification of the Trust as a
      grantor trust for federal income tax purposes;

                  (ii) that would amend the Underlying Securities Indenture or
      Underlying Securities to alter the timing or amount of any payment on the
      Underlying Securities, except at the direction of the holders of all the
      Outstanding Certificates and the Option Holder; or

                  (iii) that 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 at the
      direction of the holders of all the Outstanding Certificates and the
      Option Holder.

            The Trustee shall have no liability for any failure to act resulting
from any Certificateholder's or Option Holder's late return of, or failure to
return, directions requested by the Trustee from the Certificateholders or
Option Holder with respect to the Certificates.

            (d) If 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
Underlying Securities, or any other offer is made for the Underlying Securities,
the Trustee shall mail a notice of such offer to each Option Holder, to each
Certificateholder of record as of such date and to the Swap Counterparty and
must reject any such offer unless directed to accept it by holders of 100% of
the Outstanding Certificates, the holder of all the Call Options and the Swap
Counterparty, in which case the Trustee will accept the offer; but only if the
Trustee has received an Opinion of Counsel to the effect that any such exchange
will not adversely affect the intended classification of the Trust as a grantor
trust for federal income tax purposes and will not result in a deemed exchange
of the Underlying Securities or the Certificates for federal income tax
purposes. However, if the Option Holder has given notice of its exercise of the
Call Options on the Certificates and has paid the Call Price within such ten
(10) Business Day period, the Trustee shall, with respect to such offer, accept
the offer for a principal amount of the Underlying Securities equal to the
Certificate Principal Balance of the Outstanding Certificates subject to such
Call Options as directed by the Option Holder.

            (e) The Trustee shall not consent to any amendment to the Swap
Agreement unless (i) it shall have received the prior consent to such amendment
of Certificateholders representing 66 2/3% of the Voting Rights and (ii) the
Rating Agency shall have confirmed in writing that such amendment will not
result in a reduction or withdrawal of the then current rating of the
Certificates; provided, however, that the Trustee may consent to any amendment
to the Swap Agreement without the consent of the Certificateholders to cure any
ambiguity in, or to correct or supplement any provision of the Swap Agreement
which may be inconsistent with any other provision thereof, or to otherwise cure
any defect therein; provided that any such amendment does not materially
adversely affect the interest of the Certificateholders and that the Rating
Agency shall have given its prior written confirmation that such amendment will
not result in a reduction or

                                       48
<PAGE>

withdrawal of the then current rating of the Certificates; provided further,
however, that notwithstanding anything to the contrary, the Trustee shall not
consent to any amendment to the Swap Agreement that alters the timing or amount
of any payment on the Swap Agreement unless (i) it shall have received the prior
consent to such amendment of Certificateholders representing 100% of the Voting
Rights and (ii) the Rating Agency has been given prior written notice of any
such amendment (and no rating confirmation shall be required).

            Section 7.16. Trustee's Liquidation, Enforcement and Voting of
Underlying Securities Upon an Underlying Securities Event of Default.

            (a) If an Underlying Securities Payment Default or an Underlying
Securities Bankruptcy Default occurs and continues unremedied for the period
specified in the Underlying Securities Indenture (or, if no such period is
specified, upon such Underlying Securities Payment Default or an Underlying
Securities Bankruptcy Default), and the Underlying Securities Issuer shall, upon
demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of
the Certificateholders, the whole amount then due and payable on the Underlying
Securities for principal or premium (if any) and interest, with interest upon
the overdue principal, premium and interest at the rate borne by the Underlying
Securities as provided for in the Underlying Securities Indenture, and in
addition thereto such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee and its agents and counsel, to the
extent permitted by law and the terms of the Underlying Securities (such amount,
the "Whole Amount Due"), the Trustee shall promptly thereafter proceed against
the Underlying Securities Issuer on behalf of the Certificateholders to enforce
the Underlying Securities or otherwise protect the interests of the
Certificateholders (including, in the Trustee's discretion, voting to accelerate
the Underlying Securities). The Trustee shall be entitled to recover its
reasonable expenses of any such proceeding in respect of a failure by the
Underlying Securities Issuer to pay the Whole Amount Due from the proceeds of
the Trust Assets, and to secure such obligation to pay such expenses, the
Trustee shall have a lien prior to the Certificates on all Trust Assets for the
amount of such expenses.

            (b) If any Underlying Securities Event of Default (other than an
Underlying Securities Payment Default or an Underlying Securities Bankruptcy
Default) occurs and is continuing, then, subject to Section 7.1(f), the Trustee
may proceed against the Underlying Securities Issuer on behalf of the
Certificateholders; provided, however, that only with the approval of the
holders of Outstanding Certificates representing 66-2/3% of the Voting Rights
will (i) the Trustee be entitled to recover its reasonable expenses of
proceeding against the Underlying Securities Issuer out of the Trust Assets,
(ii) the Trustee vote the Underlying Securities in favor of directing, or take
other action as may be appropriate to direct, the Underlying Securities Trustee
to accelerate the Underlying Securities by declaring the unpaid principal amount
of the Underlying Securities and any accrued and unpaid interest on the
Underlying Securities to be due and payable or (iii) the holders of the
Certificates be entitled to direct the Trustee in any such proceeding, subject
to the receipt by the Trustee of indemnity satisfactory to it, and may instruct
the Trustee to stop the proceeding against the Underlying Securities Issuer and,
using commercially reasonable efforts, sell the Underlying Securities instead,
in a manner determined by the Trustee. If the Trustee does not receive the
approval of 66-2/3% of the Voting Rights of the Outstanding Certificates, it
will take no action with respect to any such Underlying Securities Event of
Default.

                                       49
<PAGE>

            (c) If there is an Underlying Securities Payment Default, an
Underlying Securities Bankruptcy Default, an SEC Reporting Failure, a Trust Swap
Default, a Trust Regulatory Event or any other Underlying Securities Event of
Default and such event of default is known to the Trustee, the Trustee shall
give notice to the Certificateholders, the Option Agent and the Swap
Counterparty in the manner and to the extent provided in Section 313(c) of the
TIA within two (2) Business Days after the Trustee has actual knowledge of the
occurrence of such event of default. Such notice shall identify the Underlying
Securities and set forth (i) the date and nature of such default or event, (ii)
if applicable, the amount of interest, principal or redemption price in default
and (iii) any other information that the Trustee may deem appropriate. If the
Trustee receives any announcement, proposal or notice of a tender offer for, a
redemption or repurchase of or an unscheduled payment on some or all of the
Underlying Securities, the Trustee will be required to deliver a copy of that
document to the Certificateholders, the Option Agent and the Swap Counterparty
within two (2) Business Days of its receipt.

            (d) Upon the occurrence of an Underlying Securities Payment Default,
an Underlying Securities Bankruptcy Default, an SEC Reporting Failure, a Trust
Swap Default or a Trust Regulatory Event, after giving notice to the
Certificateholders of such event of default, the Trustee, using commercially
reasonable efforts, shall sell, within thirty (30) days of giving notice, the
Underlying Securities in a manner determined by the Trustee and deposit the
liquidation proceeds, if any, into the Collection Account for distribution not
later than three (3) Business Days after the receipt of such proceeds in
accordance with Section 6.2(c).

            (e) If, following an Underlying Securities Event of Default
(excluding an Underlying Securities Payment Default and an Underlying Securities
Bankruptcy Default), the Trustee receives money or other property in respect of
the Underlying Securities (including from the sale thereof) or actual notice
that money or other property will be received, the Trustee will promptly give
notice to the registered holders of the Outstanding Certificates that remain
unpaid, and to the Option Agent and the Swap Counterparty. Such notice shall
state that the Trustee shall, not later than three (3) Business Days after the
receipt of such moneys, allocate and distribute such moneys to the holders of
the Certificates then Outstanding and unpaid (after deducting the costs incurred
in connection therewith) in accordance with Section 6.2(b). Non-cash property
shall be distributed in-kind except that, to the extent necessary to avoid
distribution of fractional securities or other fractional property to the
Certificateholders, non-cash property will be liquidated by the Trustee, using
commercially reasonable efforts, in the manner determined by the Trustee, and
the proceeds thereof distributed in cash. Any property other than cash received
in respect of the Underlying Securities by the Trust shall not be distributed
until the Trust is liquidated.

            (f) If, following an Underlying Securities Event of Default
(excluding an Underlying Securities Payment Default and an Underlying Securities
Bankruptcy Default) amounts due in respect of principal on the Underlying
Securities are accelerated, the Trustee shall distribute any payments or
property received by the Trustee after such acceleration of the Underlying
Securities to the Certificateholders, after paying any obligations of the Trust
in accordance with Section 6.2, on the third Business Day after the Trustee
receives such payments or property. If the amounts due in respect of principal
on the Underlying Securities are accelerated and repaid in full, such repayment
shall be treated as a redemption of the Underlying Securities by the Trustee. If
the amounts due in respect of principal on the Underlying Securities are
accelerated

                                       50
<PAGE>

and not repaid in full it shall be treated as an Underlying Securities Payment
Default by the Trustee.

            (g) With the unanimous consent of all the Certificateholders, the
Trustee, using commercially reasonable efforts, shall sell the Underlying
Securities in a manner determined by the Trustee and deposit the proceeds into
the Collection Account for distribution not later than three (3) Business Days
after the receipt of such proceeds in accordance with Section 6.2(b).

            Section 7.17. Swap Agreement Termination Events

            (a) Until a Responsible Officer of the Trustee has actual knowledge
of the occurrence of an event that would constitute a Swap Agreement Termination
Event (other than an Underlying Securities Payment Default, an Underlying
Securities Bankruptcy Default, an SEC Reporting Failure, a Trust Swap Default, a
Trust Regulatory Event or a redemption or repurchase of or an unscheduled
payment on, or the exercise by the Option Holder of its Call Options upon a
tender offer for, some or all of the Underlying Securities), the Trustee shall
be entitled to assume (and shall be fully protected, indemnified and held
harmless in doing so, in accordance with Section 7.10) that no Swap Agreement
Termination Event has occurred and may accordingly seek instructions under this
Section 7.17 exclusively from the Swap Counterparty.

            (b) As promptly as practicable after, and in any event within thirty
(30) days after, the occurrence of any Swap Agreement Termination Event (other
than an Underlying Securities Payment Default, an Underlying Securities
Bankruptcy Default, an SEC Reporting Failure, a Trust Swap Default, a Trust
Regulatory Event or a redemption or repurchase of or an unscheduled payment on,
or the exercise by the Option Holder of its Call Options upon a tender offer
for, some or all of the Underlying Securities), actually known to the Trustee,
the Trustee shall give notice of such Swap Agreement Termination Event to the
Certificateholders and the Option Agent.

            Section 7.18. Annual Statement.

            The Trustee shall deliver to the Depositor, on or before February 15
of each year, an annual statement signed by a Responsible Officer of the Trustee
to the effect that the Trustee has fulfilled its obligations under this Trust
Agreement throughout the preceding year with respect to the Certificates. A copy
of such certificate may be obtained by any Certificateholder by a request in
writing to the Trustee addressed to the Corporate Trust Office of the Trustee.

                                  ARTICLE VIII

                            TERMINATION OF AGREEMENT

            Section 8.1. Termination of Agreement.

            (a) This Agreement (other than Section 7.10) shall terminate and the
Trust shall dissolve, wind-up and terminate and be of no further force or effect
upon thirty (30) days after the final distribution by the Trustee of all moneys
or other property or proceeds of the Trust Assets in

                                       51
<PAGE>

accordance with the terms of Article VI (the date of such termination, the
"Termination Date"). The bankruptcy, liquidation, dissolution, death or
incapacity of any Certificateholder shall not (i) operate to terminate this
Agreement or the Trust, (ii) entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of the
Trust or the Trust Assets or (iii) otherwise affect the rights, obligations and
liabilities of the parties hereto.

            (b) Neither the Depositor nor any Certificateholder in its capacity
as such shall be entitled to revoke or terminate the Trust. Notwithstanding the
foregoing sentence, a Certificateholder that is also an Option Holder may
exercise the Call Options in accordance with its terms and have the Certificates
acquired pursuant to such exercise cancelled pursuant to Section 2.15 whether or
not such exercise would result in the early termination of the Trust pursuant to
the terms of this Agreement.

            (c) Notice of termination of the Trust, specifying the date upon
which the Certificateholders shall surrender their Certificates to the Trustee
for payment of the final distribution and cancellation, shall be given by the
Trustee by letter to the Certificateholders mailed in accordance with Section
10.3 stating: (i) the date upon or with respect to which final distributions on
the Certificates shall be made upon presentation and surrender of the
Certificates at the office of the Trustee therein designated; (ii) the amount of
any such final distributions; (iii) that the Record Date, if any, otherwise
applicable to such Distribution Date is not applicable, distributions being made
only upon presentation and surrender of the Certificates at the office of the
Trustee therein specified; (iv) the office where definitive certificates should
be surrendered to the Trustee; and (v) that after such date, no further periodic
distributions shall accrue on the Certificates. The Trustee shall give such
notice to the Certificate Registrar (if other than the Trustee) and the
Depositor at the time such notice is given to Certificateholders. Upon
presentation and surrender of the Certificates, the Trustee shall cause to be
distributed to Certificateholders amounts distributable on such Distribution
Date pursuant to Section 6.2.

            (d) If any Certificateholder shall not surrender its Certificates
for cancellation within six months after the date specified in the written
notice described in Section 8.1(c) above, the Trustee shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within one year after the second notice any of the Certificates
shall not have been surrendered for cancellation, the Trustee may take
appropriate steps, or may appoint an agent to take appropriate steps, to contact
the remaining Certificateholders concerning surrender of their Certificates, and
the cost thereof shall be paid out of the funds and other assets that shall
remain subject to this Agreement.

                                       52
<PAGE>

                                   ARTICLE IX

                                   AMENDMENTS

            Section 9.1. Allocation of Voting Rights.

            Except as otherwise provided herein, so long as the Certificates
remain Outstanding, the Certificateholders shall have 1 (one) vote for each
$25.00 of Certificate Principal Balance of Certificates held by them.

            Section 9.2. Amendments Without Consent of Certificateholders.

            This Agreement may be amended by the Depositor and the Trustee
without the consent of any of the Certificateholders (but with prior notice to
the Rating Agency and the Swap Counterparty), to (a) cure any error or
ambiguity, (b) correct or supplement any provision in this Agreement that may be
or is inconsistent with any other provision in this Agreement, (c) add to the
covenants, restrictions or obligations of the Depositor or the Trustee for the
benefit of the Certificateholders, (d) provide for the appointment of a
successor Trustee with respect to the Trust Assets and add to or change any
provisions that shall be necessary to facilitate the administration of the
trusts hereunder by more than one trustee pursuant to Article VII, and (e) add,
change or eliminate any other provisions of this Agreement in any manner that
shall not, as evidenced by an Opinion of Counsel, (i) adversely affect in any
material respect the interests of the Certificateholders or Option Holder or
(ii) adversely affect the intended classification of the Trust as a grantor
trust for federal income tax purposes, or result in a sale or exchange of any
Certificate for tax purposes; provided that the Trustee has received written
confirmation from the Rating Agency that the Rating Agency Condition will be
satisfied if such amendment is made and (f) to comply with any requirements
imposed by the Code.

            Section 9.3. Amendments With Consent of Certificateholders and the
Swap Counterparty.

            (a) This Agreement may be amended from time to time by the Depositor
and the Trustee with the consent of Certificateholders whose Certificates
evidence more than a majority of the Voting Rights as of the close of business
on the record date for such consent as established by the Trustee (which
consent, whether given pursuant to this Section 9.3 or pursuant to any other
provision of this Agreement, shall be conclusive and binding on such Person and
on all future holders of Certificates and of any Certificates issued upon the
transfer thereof or in exchange thereof or in lieu thereof whether or not
notation of such consent is made upon the Certificates), and upon satisfaction
of the Rating Agency Condition, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement,
or of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall (a) reduce in any manner the amount of, or
alter the timing of, collections of payments on Trust Assets or distributions or
payments that are required to be made on any Certificate, (b) reduce the
aforesaid percentage of Voting Rights required to consent to any such amendment,
(c) as evidenced by an Opinion of Counsel, adversely affect the intended
classification of the Trust as a grantor trust for federal income tax purposes,
(d) cause the termination of the Trust, without, in each case, the consent of
all Certificateholders or (e) change

                                       53
<PAGE>

any provisions relating to the Call Options that would adversely affect the
Option Holder without the consent of the Option Holder.

            (b) The Trustee shall not enter into any amendment or modification
of this Agreement that would affect the method, amount or timing of payment due
to the Swap Counterparty or the consent rights of the Swap Counterparty
hereunder without satisfying the consent requirements set forth in the Swap
Agreement.

            Section 9.4. Form of Amendments.

            (a) Promptly after the execution of any amendment, supplement or
consent pursuant to Section 9.2 or 9.3(a), the Trustee shall furnish a copy of
such amendment, supplement or consent to each Certificateholder, the Swap
Counterparty and to the Rating Agency.

            (b) It shall not be necessary for the consent of Certificateholders
pursuant to Section 9.2 or 9.3 to approve the particular form of any proposed
amendment or consent, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents (and any other
consents of Certificateholders provided for in this Agreement) and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable requirements as the Trustee may prescribe.

            (c) Prior to the execution of any amendment to this Agreement, the
Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating
that the execution of such amendment is authorized or permitted by this
Agreement and all conditions provided for in this Trust Agreement relating to
such amendment have been complied with. The Trustee may, but shall not be
obligated to, enter into any such amendment that affects the Trustee's own
rights, duties or immunities under this Agreement or otherwise.

                                    ARTICLE X

                                  MISCELLANEOUS

            Section 10.1. Certificateholders Have No Legal Title to Trust
Property.

            The Certificateholders shall not have legal title to any part of the
Trust Assets. The Certificateholders shall be entitled to receive distributions
with respect to their beneficial ownership interests in the Trust Assets only in
accordance with Articles VI and VIII. No transfer, by operation of law or
otherwise, of any right, title or interest in the Trust Assets shall operate to
terminate this Agreement or the trusts hereunder or entitle any transferee to an
accounting or to the transfer to it of legal title to any part of the Trust
Assets.

            Section 10.2. Limitations on Rights of Others.

            The provisions of this Agreement are solely for the benefit of the
Trustee, the Depositor, the Option Agent, the Option Holder and the
Certificateholders and nothing in this Agreement, whether express or implied,
shall be construed to give to any other Person any legal or

                                       54
<PAGE>

equitable right, remedy or claim in the Trust Assets or under or in respect of
this Agreement or any covenants, conditions or provisions contained herein.

            Section 10.3. Notices.

            (a) All demands, notices and communications upon or to the Depositor
or the Trustee or the Rating Agency under this Agreement shall be in writing,
personally delivered, sent by electronic facsimile (with hard copy to follow via
first class mail) or mailed by certified mail-return receipt requested, and
shall be deemed to have been duly given upon receipt (i) in the case of the
Depositor, to the Depositor at the following address: Corporate Asset Backed
Corporation, 445 Broad Hollow Road, Suite 239, Melville, New York 11747,
Attention: Andrew L. Stidd; (ii) in the case of the Trust or the Trustee, to the
Trustee at its Corporate Trust Office; (iii) in the case of the Option Agent, to
the Option Agent c/o the Trustee at its Corporate Trust Office; (iv) in the case
of the Swap Counterparty, to the Swap Counterparty at the following address: 677
Washington Boulevard, Stamford, CT 06901, Attention: Region Americas Legal/Fixed
Income Section; (v) in the case of the Rating Agency, at the applicable address
specified by such Rating Agency from time to time; and (vi) in the case of any
other Person, to such other Person at such other address as shall be designated
by such Person in a written notice to the other parties to this Agreement.

            (b) Any notice required or permitted to be given to a
Certificateholder shall be given by first-class mail, postage prepaid, at the
address of such Certificateholder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.

            Section 10.4. Tax Classification Election.

            In the event that the Trust is not classified as a grantor trust for
federal income tax purposes, the Trustee shall file such forms as may be
required, or as the Depositor may specify, for the Trust to elect pursuant to
Section 761 of the Code to be excluded from the application of Subchapter K of
the Code. By their acceptance of the Certificates, the Certificateholders
authorize the Trustee to execute such forms on their behalf as may be required
to make such election and acknowledge that they will be able to determine their
taxable income with respect to the Certificates accurately without regard to the
provisions of Subchapter K of the Code.

            Section 10.5. Severability.

            If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Certificateholders
thereof.

                                       55
<PAGE>

            Section 10.6. Counterparts.

            This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.

            Section 10.7. Successors and Assigns.

            All covenants and agreements contained herein shall be binding upon
the Depositor, the Trustee, and each Certificateholder and their respective
successors and permitted assigns, and such covenants shall inure to the benefit
of such persons and the Option Agent and the holder of the Call Options, all as
herein provided. Any request, notice, direction, consent, waiver or other
instrument or action by a Certificateholder shall bind the successors and
assigns of such Certificateholder.

            Section 10.8. No Petition Covenant.

            Notwithstanding any prior termination of this Agreement, the Trustee
and U.S. Bank Trust National Association acting in its individual capacity
hereunder, the Depositor, each Certificateholder and each Certificate Owner
shall not, prior to the date which is one year and one day after the termination
of this Agreement, and the payment in full of all debt or other securities of
the Trust or the Depositor, or any trust created by the Depositor that issues
certificates rated at the request of the Depositor by a nationally recognized
rating agency, acquiesce in, petition or otherwise invoke or cause the Trust or
the Depositor to invoke the process of any court or governmental authority for
the purpose of commencing or sustaining a case against the Trust or the
Depositor under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Trust or the Depositor or any substantial part of
its property, or ordering the winding up or liquidation of the affairs of the
Trust or the Depositor.

            Section 10.9. No Recourse.

            Each Certificateholder by accepting a Certificate acknowledges that
such Certificateholder's Certificates represent beneficial interests in the
Trust only and do not represent interests in or obligations of the Depositor,
the Trustee, the Option Holder or any Affiliate of any of them and no recourse
may be had against such parties or their assets, except as may be expressly set
forth or contemplated in this Agreement or the Certificates, and each
Certificateholder's recourse is limited to the Underlying Securities, and the
proceeds thereof. The Trustee shall have no recourse to the Underlying
Securities.

            Section 10.10. Headings.

            The headings of the various Articles and Sections herein are for
convenience of reference only and shall not define or limit any of the terms or
provisions hereof.

                                       56
<PAGE>

            Section 10.11. Governing Law.

            THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ANY CONFLICT OF LAW PROVISION, OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW.

            Section 10.12. Conflict with Trust Indenture Act.

            (a) If any provision of this Agreement limits, qualifies or
conflicts with a provision of the TIA that is required to be included in this
Agreement by any of the provisions of the TIA, such imposed provision shall
control. If any provision of this Agreement modifies or excludes any provision
of the TIA that may be so modified or excluded, the latter provision shall be
deemed to apply to this Agreement as so modified or excluded, as the case may
be.

            (b) The provisions of Sections 310 through 317 of the TIA that
impose duties on any Person (including the provisions automatically deemed
included herein unless expressly excluded by this Agreement) are a part of and
govern this Agreement, whether or not physically contained herein.

                                       57
<PAGE>

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

                                  CORPORATE ASSET BACKED CORPORATION, as
                                  Depositor

                                  By: /s/ Robert D. Vascellaro
                                      ------------------------------------------
                                      Name: Robert D. Vascellaro
                                      Title: Vice President

                                  By: /s/ James Hausmann
                                      ------------------------------------------
                                      Name: James Hausmann
                                      Title: Vice President

                                  U.S. BANK TRUST NATIONAL ASSOCIATION,
                                    as Trustee, and in its individual capacity,
                                    as Option Agent and as Securities
                                    Intermediary

                                  By: /s/ David J. Kolibachuk
                                      ------------------------------------------
                                                 Responsible Officer

<PAGE>

                                                                       EXHIBIT A
                                                              TO TRUST AGREEMENT

                 SERIES 2004-102 UNDERLYING SECURITIES SCHEDULE

<TABLE>
<S>                                        <C>
Underlying Securities Issuer:              SBC Communications Inc.

Underlying Securities:                     6.450% Global Notes due June 15, 2034

Underlying Securities Trustee:             The Bank of New York

Issue Date:                                August 18, 2004

Maturity Date:                             June 15, 2034

Currency:                                  US dollars

Denominations:                             $2,000 and integral multiples of
                                           $1,000

Aggregate Principal Amount Issued:         $750,000,000

Aggregate Principal Amount Outstanding:    $750,000,000

Type of Security:                          Corporate debt security

Common Code:                               019916090

ISIN Number:                               US78387GAM50

CUSIP No.:                                 78387GAM5

Stated Interest Rate:                      6.450% per annum

Interest Accrual Periods:                  Interest shall accrue semi-annually
                                           on June 15 and December 15 of each
                                           year.

Interest Payment Dates:                    Interest on the Underlying Securities
                                           is payable semi-annually in arrears
                                           on June 15 and December 15 of each
                                           year.

Mode of Payment:                           Fixed rate security

Principal Amount of                        $32,500,000
Underlying Securities Deposited
Under Trust Agreement:
</TABLE>

                                   Exhibit A-1

<PAGE>

<TABLE>
<S>                                <C>
Rating:                            A by Standard & Poor's

Priority:                          The Underlying Securities are unsecured and
                                   unsubordinated obligations of the Underlying
                                   Securities Issuer and rank equally with all
                                   of its other indebtedness issued under the
                                   Underlying Securities Indenture.

Redemption:                        The Underlying Securities Issuer may redeem
                                   the Underlying Securities, in whole or in
                                   part, at the option of the Underlying
                                   Securities Issuer at any time, on at least 30
                                   days', but not more than 60 days', prior
                                   notice mailed to the holders of the
                                   Underlying Securities to be redeemed, at a
                                   redemption price equal to the greater of (i)
                                   100% of the principal amount of the
                                   Underlying Securities to be redeemed and (ii)
                                   the sum of the present values of the
                                   remaining scheduled payments of principal of
                                   and interest thereon that would be due after
                                   the related redemption date but for the
                                   redemption, discounted to the date of
                                   redemption on a semi-annual basis (assuming a
                                   360-day year consisting of twelve 30-day
                                   months) at a certain treasury rate plus 20
                                   basis points, plus, in each case, accrued and
                                   unpaid interest on the principal amount of
                                   the Underlying Securities being redeemed to
                                   the date of redemption.

Exchange Listing:                  Luxembourg Stock Exchange

Underlying Securities Indenture:   The Underlying Securities have been issued
                                   pursuant to an Indenture, dated as of
                                   November 1, 1994, among the Underlying
                                   Securities Issuer and The Bank of New York,
                                   as trustee.
</TABLE>

The Underlying Securities will be held by the Trustee as book-entry credits to
an account of the Trustee or its agent at The Depository Trust Company, New
York, New York.

                                   Exhibit A-2

<PAGE>

                                                                       EXHIBIT B
                                                              TO TRUST AGREEMENT

                            TERMS OF THE CERTIFICATES

I. Terms of the Certificates.

<TABLE>
<S>                                <C>
Aggregate Certificate Principal
Balance of the Certificates:       $32,500,000

Authorized Denomination:           $25.00 and integral
                                   multiples thereof

Ratings:                           The Certificates will be assigned a minimum
                                   rating of A by Standard & Poor's Rating
                                   Services, a division of The McGraw-Hill
                                   Companies, Inc.

Interest rate:                     For the first interest accrual period, from
                                   and including the closing date to but
                                   excluding the first Distribution Date,
                                   interest will be payable at the rate of 3.25%
                                   per annum (since the Three-Month USD LIBOR as
                                   of December 7, 2004 (2.45%) plus .65% is less
                                   than 3.25%). Thereafter, for each Interest
                                   Accrual Period interest will be reset
                                   quarterly and will be payable on each
                                   Distribution Date at a floating rate, not to
                                   exceed 8.00% per annum, equal to the greater
                                   of (i) Three-Month USD LIBOR plus .65% and
                                   (ii) 3.25%. Following the occurrence of a
                                   Swap Agreement Termination Event that is not
                                   a Trust Termination Event, interest will be
                                   payable semi-annually at a fixed rate equal
                                   to 6.450% per annum.

LIBOR determination date:          For the initial Interest Accrual period, the
                                   sixth London Banking Day preceding the
                                   commencement of such Interest Accrual Period.
                                   For each subsequent Interest Accrual Period,
                                   the second London Banking Day preceding the
                                   commencement of such Interest Accrual Period.

Interest distribution amount:      With respect to each Distribution Date,
                                   holders of the certificates will receive an
                                   Interest Distribution Amount equal to the
                                   product of (x) the then outstanding
                                   Certificate Principal Balance, (y) the
                                   interest rate for the preceding Interest
                                   Accrual Period and (z) the actual number of
                                   days in such Interest Accrual Period divided
                                   by 360.
</TABLE>

                                   Exhibit B-1

<PAGE>
 <TABLE>
<S>                                   <C>
Principal distributions:              Principal in respect of the certificates
                                      will be paid to the Certificateholders
                                      following the trust's receipt of any
                                      principal payments in respect of the
                                      Underlying Securities following:

                                      -  a redemption or repurchase of or an
                                         unscheduled payment on some or all of
                                         the Underlying Securities by the
                                         Underlying Securities Issuer;

                                      -  any liquidation of the Underlying
                                         Securities following an Underlying
                                         Securities Payment Default, an
                                         Underlying Securities Bankruptcy
                                         Default, an SEC Reporting Failure, a
                                         Trust Swap Default or a Trust
                                         Regulatory Event; or

                                      -  the maturity of the Underlying
                                         Securities.

Interest Accrual Period:              Quarterly

Distribution dates:                   Quarterly on the fifteenth day of March,
                                      June, September and December or if any
                                      such date is not a business day, then the
                                      next succeeding business day, commencing
                                      March 15, 2005. Following the occurrence
                                      of any Swap Agreement Termination Event
                                      that is not a Trust Termination Event,
                                      distributions will be made semi-annually
                                      on the Distribution Dates in June and
                                      December.

Final Distribution Date:              June 15, 2034

Record Dates:                         The day immediately preceding each
                                      Distribution Date.

Denominations; Specified Currency:    The Certificates will be denominated and
                                      payable in U.S. dollars.

Closing Date:                         December 15, 2004

Initial Certificate Registrar:        U.S. Bank Trust National Association

Corporate Trust Office:               U.S. Bank Trust National Association
                                      100 Wall Street, Suite 1600
                                      New York, NY 10005
                                      Attention: Corporate Trust Department
</TABLE>

                                   Exhibit B-2

<PAGE>

                                                                       EXHIBIT C
                                                              TO TRUST AGREEMENT

                               FORM OF CERTIFICATE

        CABCO SERIES 2004-102 TRUST (SBC COMMUNICATIONS INC.) CERTIFICATE

                                   $32,500,000

THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE TRUST
AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE NOMINEE
OF THE DEPOSITORY TRUST COMPANY ("DTC"), CEDE & CO. THIS CERTIFICATE IS
EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC
OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST
AGREEMENT AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC OR BY A NOMINEE OF
DTC TO DTC OR ANOTHER NOMINEE OF DTC.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO
THE TRUST 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.

BY ACQUIRING OR ACCEPTING ANY INTEREST IN THIS CERTIFICATE, YOU ACKNOWLEDGE THAT
THIS CERTIFICATE IS SUBJECT TO A PURCHASE OPTION GRANTED TO CORPORATE ASSET
BACKED CORPORATION, A DELAWARE CORPORATION (THE "DEPOSITOR"), BY UBS SECURITIES
LLC UNDER THE CALL OPTION AGREEMENT, DATED AS OF DECEMBER 15, 2004 (THE "CALL
OPTION AGREEMENT"), AMONG THE DEPOSITOR, AS THE SOLE INITIAL OPTION HOLDER, UBS
SECURITIES LLC, AS THE INITIAL PURCHASER FROM THE DEPOSITOR, AND SOLE HOLDER AT
THE TIME OF SUCH GRANT, OF THE CERTIFICATES, AND U.S. BANK TRUST NATIONAL
ASSOCIATION, A NATIONAL BANKING ASSOCIATION, ACTING AS OPTION AGENT FOR THE
CERTIFICATEHOLDERS WITH RESPECT TO THE OPTIONS (THE "OPTION AGENT"), WHICH
OBLIGATIONS HAVE BEEN ASSUMED BY EACH SUBSEQUENT HOLDER OF SUCH CERTIFICATES;
YOU AGREE TO ASSUME THE OBLIGATION OF YOUR TRANSFEROR TO PERFORM SUCH OPTION;
AND YOU ACKNOWLEDGE THAT YOUR TRANSFEROR HAS BEEN RELEASED FROM ITS OBLIGATION
TO PERFORM SUCH OPTION. THE CALL OPTION AGREEMENT PERMITS THE HOLDER OF THE
RELATED OPTION TO PURCHASE THIS CERTIFICATE FROM YOU, WITHOUT YOUR CONSENT, AT
THE TIMES AND ON THE CONDITIONS SPECIFIED IN THE CALL OPTION AGREEMENT AT THE
CALL PRICE SPECIFIED IN THAT AGREEMENT. THE OPTION MAY BE TRANSFERRED FROM TIME
TO TIME.

                                   Exhibit C-1
<PAGE>

UPON THE EXERCISE OF THE RELATED OPTION IN THE MANNER SPECIFIED IN THE CALL
OPTION AGREEMENT, THE CERTIFICATE WILL BE TRANSFERRED TO THE RELEVANT OPTION
HOLDER BY THE TRUSTEE, AND YOU WILL BE PAID THE CALL PRICE FOR THIS CERTIFICATE
IN ACCORDANCE WITH THE TERMS OF THE CALL OPTION AGREEMENT, WITHOUT THE
REQUIREMENT OF ANY FURTHER ACTION BY YOU, EXCEPT THAT, IF THE CERTIFICATES ARE
HELD IN DEFINITIVE FORM AT SUCH TIME, YOU WILL NOT RECEIVE SUCH CALL PRICE
UNLESS AND UNTIL YOU SURRENDER THIS CERTIFICATE.

This Certificate does not represent an interest in or obligation of the
Depositor, the Trustee or any of their Affiliates, except to the extent
described herein.

                                   Exhibit C-2

<PAGE>

CERTIFICATE NUMBER 1                                                 $32,500,000
CUSIP No.:  12679R 20 4                    Initial Certificate Principal Balance

         CABCO SERIES 2004-102 TRUST (SBC COMMUNICATIONS INC.) CALLABLE
                                   CERTIFICATE

     INTEREST RATE: 3.25% UNTIL THE DISTRIBUTION DATE ON MARCH 15, 2005 AND
         FOR EACH INTEREST ACCRUAL PERIOD THEREAFTER, AT A FLOATING RATE
         EQUAL TO THE GREATER OF (A) THREE-MONTH USD LIBOR PLUS .65% AND
                                    (B) 3.25%

evidencing a beneficial ownership interest in the Trust, as defined below, the
assets of which include $32,500,000 aggregate principal amount of the SBC
Communications Inc. 6.450% Global Notes due June 15, 2034 (the "Underlying
Securities") and all payments received thereon, exclusive of the Retained
Interest, and certain rights of the Trust under the Swap Agreement.

           THIS CERTIFIES THAT CEDE & Co. is the registered owner of a
nonassessable, fully paid, beneficial ownership interest in CABCO Series
2004-102 Trust (SBC Communications Inc.) (the "Trust") formed by Corporate Asset
Backed Corporation, as depositor (the "Depositor").

           The Trust was created pursuant to a Trust Agreement, dated as of
December 15, 2004 (as amended and supplemented from time to time, the "Trust
Agreement"), between the Depositor and U.S. Bank Trust National Association, as
trustee (the "Trustee"). A summary of certain of the pertinent provisions of the
Trust Agreement is set forth below. To the extent not otherwise defined herein,
the capitalized terms used herein have the meanings assigned to them in the
Trust Agreement.

           This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement the
Certificateholder by virtue of the acceptance hereof assents and by which such
Certificateholder is bound. The assets of the Trust include: (i) the Underlying
Securities, but does not include the Retained Interest, (ii) all payments on or
collections in respect to the Underlying Securities accrued on or after December
15, 2004 (subject to the Trust's obligations to the Swap Counterparty under the
Swap Agreement), (iii) the rights of the Trust under the Swap Agreement (subject
to the Trust's obligations to the Swap Counterparty under the Swap Agreement),
and (iv) all proceeds of the Underlying Securities or the Swap Agreement.
Capitalized terms used but not defined herein have the meanings specified in the
Trust Agreement.

           Subject to the terms and conditions of the Trust Agreement (including
the availability of funds for distributions and any applicable grace period or
cure period), and all other obligations of the Trust (if any), there shall be
distributed on the dates specified in the Trust Agreement, to the Person in
whose name this Certificate is registered at the close of business on the Record
Date specified in the Trust Agreement, such Certificateholder's pro rata portion
of the distributions in respect of the Certificates to be distributed to
Certificateholders on each such date.

                                   Exhibit C-3
<PAGE>

           The distributions in respect of this Certificate are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

           It is the intent of the Depositor and the Certificateholders that the
Trust will be classified as a grantor trust under subpart E, Part I of
subchapter J for purposes of the Internal Revenue Code of 1986. Except as
otherwise required by appropriate taxing authorities, the Depositor and the
Trustee, by executing the Trust Agreement, and each Certificateholder, by
acceptance of a Certificate, agrees to treat, and to take no action inconsistent
with the treatment of, the Certificate for such tax purposes as interests in a
grantor trust, and the provisions of the Trust Agreement shall be interpreted to
further this intention of the parties.

           Distributions on this Certificate shall be made as provided in the
Trust Agreement by the Trustee by wire transfer 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 as
otherwise provided in the Trust Agreement and notwithstanding the above, the
final distribution on this Certificate shall 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 office maintained for such purpose by the
Trustee at its Corporate Trust Office.

           This Certificate does not represent an obligation of, or an interest
in, the Depositor, the Trustee or any Affiliates of either of them and no
recourse may be had against such parties or their assets, except as may be
expressly set forth or contemplated herein or in the Trust Agreement. In
addition, this Certificate is not guaranteed by any governmental agency or
instrumentality and is limited in right of payment to certain collections with
respect to the Trust Assets, all as more specifically set forth herein and in
the Trust Agreement.

           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 rights, benefits, obligations and duties evidenced thereby. A copy of the
Trust Agreement may be examined by any Certificateholder upon request during
normal business hours at the Corporate Trust Office of the Trustee, located at
the office of U.S. Bank Trust National Association, 100 Wall Street, Suite 1600,
New York, NY 10005 and at such other places, if any, designated by the Trustee.

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

           This Certificate shall be construed in accordance with the laws of
the State of New York without reference to any conflict of law provision, other
than Section 5-1401 of the General Obligations Law, and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.

           Unless the certificate of authentication hereon shall have been
executed by a Responsible Officer of the Trustee by manual signature, this
Certificate shall not entitle the Certificateholder hereof to any benefit under
the Trust Agreement or be valid for any purpose.

                                   Exhibit C-4

<PAGE>

           IN WITNESS WHEREOF, the Trustee, on behalf of the Trust, has caused
this Certificate to be duly executed by its manual signature as of the date set
forth below.

                         CABCO SERIES 2004-102 TRUST (SBC COMMUNICATIONS INC.)

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

                             By: ______________________________________________
                                 Responsible Officer
                                 Name:
                                 Title:

Dated: December 15, 2004

           This is the Certificate referred to in the within-mentioned Trust
Agreement.

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

                             By: ______________________________________________
                                 Responsible Officer of Trustee
                                 Name:
                                 Title:

Dated: December 15, 2004

                                   Exhibit C-5

<PAGE>

                    [FORM OF REVERSE OF CALLABLE CERTIFICATE]

           The Trust Agreement permits the amendment thereof, in certain
circumstances, without the consent of the Certificateholders.

           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 at its Corporate Trust Office, accompanied by a written instrument
of transfer in form satisfactory to the Trustee and the Certificate Registrar
duly executed by the Certificateholder hereof or such Certificateholder's
attorney duly authorized in writing, and thereupon one or more new Certificates
in authorized denominations of the same Class and a like aggregate Certificate
Principal Balance will be issued to the designated transferee. The initial
Certificate Registrar appointed under the Trust Agreement is the Trustee.

           This Certificate is issuable only in registered form in the
authorized denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to certain limitations therein set forth, at the
option of a Certificateholder, Certificates are exchangeable for new
Certificates of authorized denominations of the same Class and a like aggregate
Certificate Principal Balance as requested by the Certificateholder surrendering
the same; provided, however, that no Certificate may be subdivided such that the
denomination of any resulting Certificate is other than the authorized
denominations specified in the Trust Agreement.

           No service charge shall be made for any registration of transfer or
exchange, but the Trustee or the Certificate Registrar may require payment of a
sum sufficient to cover any tax or governmental charge payable in connection
therewith.

           The Depositor, Trustee, Certificate Registrar and any agent of the
Depositor, Trustee or the Certificate Registrar may treat the person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, Trustee, Certificate Registrar or any such agent shall be
affected by any notice to the contrary.

           The obligations and responsibilities created by the Trust Agreement
shall terminate and the Trust created thereby shall dissolve, wind-up and
terminate and be of no further force or effect thirty (30) days after the final
distribution by the Trustee of all moneys or other property or proceeds of the
Trust Assets in accordance with the terms of the Trust Agreement.

           Neither the Depositor nor any Certificateholder shall be entitled to
revoke or terminate the Trust.

                                   Exhibit C-6

<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 typewrite 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 Registrar,
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. Such signature must be
guaranteed by a member of the New York Stock Exchange or a commercial bank or
trust company.

                                   Exhibit C-7

<PAGE>

                                                                       EXHIBIT D
                                                              TO TRUST AGREEMENT

                             FORM OF SWAP AGREEMENT

(MULTICURRENCY -- CROSS BORDER)

                                     ISDA(R)

                  International Swap Dealers Association, Inc.

                                MASTER AGREEMENT

                         dated as of December 15, 2004

        UBS AG and CABCO Series 2004-102 Trust (SBC Communications Inc.)

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows: --

1. INTERPRETATION

(a) DEFINITIONS. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b) INCONSISTENCY. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c) SINGLE AGREEMENT. All Transactions are entered into in reliance on the fact
that this Master Agreement and all Confirmations form a single agreement between
the parties (collectively referred to as this "Agreement"), and the parties
would not otherwise enter into any Transactions.

2. OBLIGATIONS

(a) GENERAL CONDITIONS.

      (i) Each party will make each payment or delivery specified in each
      Confirmation to be made by it, subject to the other provisions of this
      Agreement.

      (ii) Payments under this Agreement will be made on the due date for value
      on that date in the place of the account specified in the relevant
      Confirmation or otherwise pursuant to this Agreement, in freely
      transferable funds and in the manner customary for payments in the
      required currency. Where settlement is by delivery (that is, other than by
      payment), such delivery will be made for receipt on the due date in the
      manner customary for the relevant obligation unless otherwise specified in
      the relevant Confirmation or elsewhere in this Agreement.

      (iii) Each obligation of each party under Section 2(a)(i) is subject to
      (1) the condition precedent that no Event of Default or Potential Event of
      Default with respect to the other party has occurred and is continuing,
      (2) the condition precedent that no Early Termination Date in respect of
      the relevant Transaction has occurred or been effectively designated and
      (3) each other applicable condition precedent specified in this Agreement.

       Copyright (C) 1992 by International Swap Dealers Association, Inc.

                                  Exhibit D-1
<PAGE>

(b) CHANGE OF ACCOUNT. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c) NETTING. If on any date amounts would otherwise be payable:--

      (i)   in the same currency; and

      (ii)  in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

(d) DEDUCTION OR WITHHOLDING FOR TAX.

      (i) GROSS-UP. All payments under this Agreement will be made without any
      deduction or withholding for or on account of any Tax unless such
      deduction or withholding is required by any applicable law, as modified by
      the practice of any relevant governmental revenue authority, then in
      effect. If a party is so required to deduct or withhold, then that party
      ("X") will:--

            (1) promptly notify the other party ("Y") of such requirement;

            (2) pay to the relevant authorities the full amount required to be
            deducted or withheld (including the full amount required to be
            deducted or withheld from any additional amount paid by X to Y under
            this Section 2(d)) promptly upon the earlier of determining that
            such deduction or withholding is required or receiving notice that
            such amount has been assessed against Y;

            (3) promptly forward to Y an official receipt (or a certified copy),
            or other documentation reasonably acceptable to Y, evidencing such
            payment to such authorities; and

            (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to
            the payment to which Y is otherwise entitled under this Agreement,
            such additional amount as is necessary to ensure that the net amount
            actually received by Y (free and clear of Indemnifiable Taxes,
            whether assessed against X or Y) will equal the full amount Y would
            have received had no such deduction or withholding been required.
            However, X will not be required to pay any additional amount to Y to
            the extent that it would not be required to be paid but for:--

                  (A) the failure by Y to comply with or perform any agreement
                  contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

                  (B) the failure of a representation made by Y pursuant to
                  Section 3(f) to be accurate and true unless such failure would
                  not have occurred but for (I) any action taken by a taxing
                  authority, or brought in a court of competent jurisdiction, on
                  or after the date on which a Transaction is entered into
                  (regardless of whether such action is taken or brought with
                  respect to a party to this Agreement) or (II) a Change in Tax
                  Law.

                                                                    ISDA(R) 1992

                                        2
<PAGE>

      (ii) LIABILITY. IF: --

            (1) X is required by any applicable law, as modified by the practice
            of any relevant governmental revenue authority, to make any
            deduction or withholding in respect of which X would not be required
            to pay an additional amount to Y under Section 2(d)(i)(4);

            (2) X does not so deduct or withhold; and

            (3) a liability resulting from such Tax is assessed directly against
            X,

      then, except to the extent Y has satisfied or then satisfies the liability
      resulting from such Tax, Y will promptly pay to X the amount of such
      liability (including any related liability for interest, but including any
      related liability for penalties only if Y has failed to comply with or
      perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e) DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

3. REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:--

(a)   BASIC REPRESENTATIONS.

      (i) STATUS. It is duly organised and validly existing under the laws of
      the jurisdiction of its organisation or incorporation and, if relevant
      under such laws, in good standing;

      (ii) POWERS. It has the power to execute this Agreement and any other
      documentation relating to this Agreement to which it is a party, to
      deliver this Agreement and any other documentation relating to this
      Agreement that it is required by this Agreement to deliver and to perform
      its obligations under this Agreement and any obligations it has under any
      Credit Support Document to which it is a party and has taken all necessary
      action to authorise such execution, delivery and performance;

      (iii) NO VIOLATION OR CONFLICT. Such execution, delivery and performance
      do not violate or conflict with any law applicable to it, any provision of
      its constitutional documents, any order or judgment of any court or other
      agency of government applicable to it or any of its assets or any
      contractual restriction binding on or affecting it or any of its assets;

      (iv) CONSENTS. All governmental and other consents that are required to
      have been obtained by it with respect to this Agreement or any Credit
      Support Document to which it is a party have been obtained and are in full
      force and effect and all conditions of any such consents have been
      complied with; and

      (v) OBLIGATIONS BINDING. Its obligations under this Agreement and any
      Credit Support Document to which it is a party constitute its legal, valid
      and binding obligations, enforceable in accordance with their respective
      terms (subject to applicable bankruptcy, reorganisation, insolvency,
      moratorium or similar laws affecting creditors' rights generally and
      subject, as to enforceability, to equitable principles of general
      application (regardless of whether enforcement is sought in a proceeding
      in equity or at law)).

                                                                    ISDA(R) 1992

                                        3
<PAGE>

(b) ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of Default
or, to its knowledge, Termination Event with respect to it has occurred and is
continuing and no such event or circumstance would occur as a result of its
entering into or performing its obligations under this Agreement or any Credit
Support Document to which it is a party.

(c) ABSENCE OF LITIGATION. There is not pending or, to its knowledge, threatened
against it or any of its Affiliates any action, suit or proceeding at law or in
equity or before any court, tribunal, governmental body, agency or official or
any arbitrator that is likely to affect the legality, validity or enforceability
against it of this Agreement or any Credit Support Document to which it is a
party or its ability to perform its obligations under this Agreement or such
Credit Support Document.

(d) ACCURACY OF SPECIFIED INFORMATION. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e) PAYER TAX REPRESENTATION. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.

(f) PAYEE TAX REPRESENTATIONS. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(f) is accurate and true.

4. AGREEMENTS

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a) FURNISH SPECIFIED INFORMATION. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:--

      (i) any forms, documents or certificates relating to taxation specified in
      the Schedule or any Confirmation;

      (ii) any other documents specified in the Schedule or any Confirmation;
      and

      (iii) upon reasonable demand by such other party, any form or document
      that may be required or reasonably requested in writing in order to allow
      such other party or its Credit Support Provider to make a payment under
      this Agreement or any applicable Credit Support Document without any
      deduction or withholding for or on account of any Tax or with such
      deduction or withholding at a reduced rate (so long as the completion,
      execution or submission of such form or document would not materially
      prejudice the legal or commercial position of the party in receipt of such
      demand), with any such form or document to be accurate and completed in a
      manner reasonably satisfactory to such other party and to be executed and
      to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b) MAINTAIN AUTHORISATIONS. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

(c) COMPLY WITH LAWS. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d) TAX AGREEMENT. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of such
failure.

(e) PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated,

                                                                    ISDA(R) 1992

                                        4
<PAGE>

organised, managed and controlled, or considered to have its seat, or in which a
branch or office through which it is acting for the purpose of this Agreement is
located ("Stamp Tax Jurisdiction") and will indemnify the other party against
any Stamp Tax levied or imposed upon the other party or in respect of the other
party's execution or performance of this Agreement by any such Stamp Tax
Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the
other party.

5. EVENTS OF DEFAULT AND TERMINATION EVENTS

(a) EVENTS OF DEFAULT. The occurrence at any time with respect to a party or, if
applicable, any Credit Support Provider of such party or any Specified Entity of
such party of any of the following events constitutes an event of default (an
"Event of Default") with respect to such party: --

      (i) FAILURE TO PAY OR DELIVER. Failure by the party to make, when due, any
      payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
      required to be made by it if such failure is not remedied on or before the
      third Local Business Day after notice of such failure is given to the
      party;

      (ii) BREACH OF AGREEMENT. Failure by the party to comply with or perform
      any agreement or obligation (other than an obligation to make any payment
      under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give
      notice of a Termination Event or any agreement or obligation under Section
      4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party
      in accordance with this Agreement if such failure is not remedied on or
      before the thirtieth day after notice of such failure is given to the
      party;

      (iii) CREDIT SUPPORT DEFAULT.

            (1) Failure by the party or any Credit Support Provider of such
            party to comply with or perform any agreement or obligation to be
            complied with or performed by it in accordance with any Credit
            Support Document if such failure is continuing after any applicable
            grace period has elapsed;

            (2) the expiration or termination of such Credit Support Document or
            the failing or ceasing of such Credit Support Document to be in full
            force and effect for the purpose of this Agreement (in either case
            other than in accordance with its terms) prior to the satisfaction
            of all obligations of such party under each Transaction to which
            such Credit Support Document relates without the written consent of
            the other party; or

            (3) the party or such Credit Support Provider disaffirms, disclaims,
            repudiates or rejects, in whole or in part, or challenges the
            validity of, such Credit Support Document;

      (iv) MISREPRESENTATION. A representation (other than a representation
      under Section 3(e) or (f)) made or repeated or deemed to have been made or
      repeated by the party or any Credit Support Provider of such party in this
      Agreement or any Credit Support Document proves to have been incorrect or
      misleading in any material respect when made or repeated or deemed to have
      been made or repeated;

      (v) DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit Support
      Provider of such party or any applicable Specified Entity of such party
      (1) defaults under a Specified Transaction and, after giving effect to any
      applicable notice requirement or grace period, there occurs a liquidation
      of, an acceleration of obligations under, or an early termination of, that
      Specified Transaction, (2) defaults, after giving effect to any applicable
      notice requirement or grace period, in making any payment or delivery due
      on the last payment, delivery or exchange date of, or any payment on early
      termination of, a Specified Transaction (or such default continues for at
      least three Local Business Days if there is no applicable notice
      requirement or grace period) or (3) disaffirms, disclaims, repudiates or
      rejects, in whole or in part, a Specified Transaction (or such action is
      taken by any person or entity appointed or empowered to operate it or act
      on its behalf);

      (vi) CROSS DEFAULT. If "Cross Default" is specified in the Schedule as
      applying to the party, the occurrence or existence of (1) a default, event
      of default or other similar condition or event (however

                                                                     ISDA(R)1992

                                        5
<PAGE>

      described) in respect of such party, any Credit Support Provider of such
      party or any applicable Specified Entity of such party under one or more
      agreements or instruments relating to Specified Indebtedness of any of
      them (individually or collectively) in an aggregate amount of not less
      than the applicable Threshold Amount (as specified in the Schedule) which
      has resulted in such Specified Indebtedness becoming, or becoming capable
      at such time of being declared, due and payable under such agreements or
      instruments, before it would otherwise have been due and payable or (2) a
      default by such party, such Credit Support Provider or such Specified
      Entity (individually or collectively) in making one or more payments on
      the due date thereof in an aggregate amount of not less than the
      applicable Threshold Amount under such agreements or instruments (after
      giving effect to any applicable notice requirement or grace period);

      (vii) BANKRUPTCY. The party, any Credit Support Provider of such party or
      any applicable Specified Entity of such party: --

            (1) is dissolved (other than pursuant to a consolidation,
            amalgamation or merger); (2) becomes insolvent or is unable to pay
            its debts or fails or admits in writing its inability generally to
            pay its debts as they become due; (3) makes a general assignment,
            arrangement or composition with or for the benefit of its creditors;
            (4) institutes or has instituted against it a proceeding seeking a
            judgment of insolvency or bankruptcy or any other relief under any
            bankruptcy or insolvency law or other similar law affecting
            creditors' rights, or a petition is presented for its winding-up or
            liquidation, and, in the case of any such proceeding or petition
            instituted or presented against it, such proceeding or petition (A)
            results in a judgment of insolvency or bankruptcy or the entry of an
            order for relief or the making of an order for its winding-up or
            liquidation or (B) is not dismissed, discharged, stayed or
            restrained in each case within 30 days of the institution or
            presentation thereof; (5) has a resolution passed for its
            winding-up, official management or liquidation (other than pursuant
            to a consolidation, amalgamation or merger); (6) seeks or becomes
            subject to the appointment of an administrator, provisional
            liquidator, conservator, receiver, trustee, custodian or other
            similar official for it or for all or substantially all its assets;
            (7) has a secured party take possession of all or substantially all
            its assets or has a distress, execution, attachment, sequestration
            or other legal process levied, enforced or sued on or against all or
            substantially all its assets and such secured party maintains
            possession, or any such process is not dismissed, discharged, stayed
            or restrained, in each case within 30 days thereafter; (8) causes or
            is subject to any event with respect to it which, under the
            applicable laws of any jurisdiction, has an analogous effect to any
            of the events specified in clauses (1) to (7) (inclusive); or (9)
            takes any action in furtherance of, or indicating its consent to,
            approval of, or acquiescence in, any of the foregoing acts; or

      (viii) MERGER WITHOUT ASSUMPTION. The party or any Credit Support Provider
      of such party consolidates or amalgamates with, or merges with or into, or
      transfers all or substantially all its assets to, another entity and, at
      the time of such consolidation, amalgamation, merger or transfer: --

            (1) the resulting, surviving or transferee entity fails to assume
            all the obligations of such party or such Credit Support Provider
            under this Agreement or any Credit Support Document to which it or
            its predecessor was a party by operation of law or pursuant to an
            agreement reasonably satisfactory to the other party to this
            Agreement; or

            (2) the benefits of any Credit Support Document fail to extend
            (without the consent of the other party) to the performance by such
            resulting, surviving or transferee entity of its obligations under
            this Agreement.

(b) TERMINATION EVENTS. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any event specified below constitutes an Illegality if the
event is specified in (i) below, a Tax Event if the event is specified in (ii)
below or a Tax Event Upon Merger if the event is specified in (iii) below, and,
if specified to be applicable, a Credit Event

                                                                    ISDA(R) 1992

                                        6
<PAGE>

Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below: --

      (i) ILLEGALITY. Due to the adoption of, or any change in, any applicable
      law after the date on which a Transaction is entered into, or due to the
      promulgation of, or any change in, the interpretation by any court,
      tribunal or regulatory authority with competent jurisdiction of any
      applicable law after such date, it becomes unlawful (other than as a
      result of a breach by the party of Section 4(b)) for such party (which
      will be the Affected Party): --

            (1) to perform any absolute or contingent obligation to make a
            payment or delivery or to receive a payment or delivery in respect
            of such Transaction or to comply with any other material provision
            of this Agreement relating to such Transaction; or

            (2) to perform, or for any Credit Support Provider of such party to
            perform, any contingent or other obligation which the party (or such
            Credit Support Provider) has under any Credit Support Document
            relating to such Transaction;

      (ii) TAX EVENT. Due to (x) any action taken by a taxing authority, or
      brought in a court of competent jurisdiction, on or after the date on
      which a Transaction is entered into (regardless of whether such action is
      taken or brought with respect to a party to this Agreement) or (y) a
      Change in Tax Law, the party (which will be the Affected Party) will, or
      there is a substantial likelihood that it will, on the next succeeding
      Scheduled Payment Date (1) be required to pay to the other party an
      additional amount in respect of an Indemnifiable Tax under Section
      2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
      6(e)) or (2) receive a payment from which an amount is required to be
      deducted or withheld for or on account of a Tax (except in respect of
      interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is
      required to be paid in respect of such Tax under Section 2(d)(i)(4) (other
      than by reason of Section 2(d)(i)(4)(A) or (B));

      (iii) TAX EVENT UPON MERGER. The party (the "Burdened Party") on the next
      succeeding Scheduled Payment Date will either (1) be required to pay an
      additional amount in respect of an Indemnifiable Tax under Section
      2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
      6(e)) or (2)receive a payment from which an amount has been deducted or
      withheld for or on account of any Indemnifiable Tax in respect of which
      the other party is not required to pay an additional amount (other than by
      reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a
      party consolidating or amalgamating with, or merging with or into, or
      transferring all or substantially all its assets to, another entity (which
      will be the Affected Party) where such action does not constitute an event
      described in Section 5(a)(viii);

      (iv) CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is specified
      in the Schedule as applying to the party, such party ("X"), any Credit
      Support Provider of X or any applicable Specified Entity of X consolidates
      or amalgamates with, or merges with or into, or transfers all or
      substantially all its assets to, another entity and such action does not
      constitute an event described in Section 5(a)(viii) but the
      creditworthiness of the resulting, surviving or transferee entity is
      materially weaker than that of X, such Credit Support Provider or such
      Specified Entity, as the case may be, immediately prior to such action
      (and, in such event, X or its successor or transferee, as appropriate,
      will be the Affected Party); or

      (v) ADDITIONAL TERMINATION EVENT. If any "Additional Termination Event" is
      specified in the Schedule or any Confirmation as applying, the occurrence
      of such event (and, in such event, the Affected Party or Affected Parties
      shall be as specified for such Additional Termination Event in the
      Schedule or such Confirmation).

(c) EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an Event
of Default.

                                                                    ISDA(R) 1992

                                        7
<PAGE>

6. EARLY TERMINATION

(a) RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event of
Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b) RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

      (i) NOTICE. If a Termination Event occurs, an Affected Party will,
      promptly upon becoming aware of it, notify the other party, specifying the
      nature of that Termination Event and each Affected Transaction and will
      also give such other information about that Termination Event as the other
      party may reasonably require.

      (ii) TRANSFER TO AVOID TERMINATION EVENT. If either an Illegality under
      Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
      Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
      Affected Party, the Affected Party will, as a condition to its right to
      designate an Early Termination Date under Section 6(b)(iv), use all
      reasonable efforts (which will not require such party to incur a loss,
      excluding immaterial, incidental expenses) to transfer within 20 days
      after it gives notice under Section 6(b)(i) all its rights and obligations
      under this Agreement in respect of the Affected Transactions to another of
      its Offices or Affiliates so that such Termination Event ceases to exist.

      If the Affected Party is not able to make such a transfer it will give
      notice to the other party to that effect within such 20 day period,
      whereupon the other party may effect such a transfer within 30 days after
      the notice is given under Section 6(b)(i).

      Any such transfer by a party under this Section 6(b)(ii) will be subject
      to and conditional upon the prior written consent of the other party,
      which consent will not be withheld if such other party's policies in
      effect at such time would permit it to enter into transactions with the
      transferee on the terms proposed.

      (iii) TWO AFFECTED PARTIES. If an Illegality under Section 5(b)(i)(1) or a
      Tax Event occurs and there are two Affected Parties, each party will use
      all reasonable efforts to reach agreement within 30 days after notice
      thereof is given under Section 6(b)(i) on action to avoid that Termination
      Event.

      (iv) RIGHT TO TERMINATE. IF: --

            (1) a transfer under Section 6(b)(ii) or an agreement under Section
            6(b)(iii), as the case may be, has not been effected with respect to
            all Affected Transactions within 30 days after an Affected Party
            gives notice under Section 6(b)(i); or

            (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon
            Merger or an Additional Termination Event occurs, or a Tax Event
            Upon Merger occurs and the Burdened Party is not the Affected Party,

      either party in the case of an Illegality, the Burdened Party in the case
      of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event
      or an Additional Termination Event if there is more than one Affected
      Party, or the party which is not the Affected Party in the case of a
      Credit Event Upon Merger or an Additional Termination Event if there is
      only one Affected Party may, by not more than 20 days notice to the other
      party and provided that the relevant Termination Event is then

                                                                    ISDA(R) 1992

                                        8
<PAGE>

      continuing, designate a day not earlier than the day such notice is
      effective as an Early Termination Date in respect of all Affected
      Transactions.

(c) EFFECT OF DESIGNATION.

      (i) If notice designating an Early Termination Date is given under Section
      6(a) or (b), the Early Termination Date will occur on the date so
      designated, whether or not the relevant Event of Default or Termination
      Event is then continuing.

      (ii) Upon the occurrence or effective designation of an Early Termination
      Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in
      respect of the Terminated Transactions will be required to be made, but
      without prejudice to the other provisions of this Agreement. The amount,
      if any, payable in respect of an Early Termination Date shall be
      determined pursuant to Section 6(e).

(d) CALCULATIONS.

      (i) STATEMENT. On or as soon as reasonably practicable following the
      occurrence of an Early Termination Date, each party will make the
      calculations on its part, if any, contemplated by Section 6(e) and will
      provide to the other party a statement (1) showing, in reasonable detail,
      such calculations (including all relevant quotations and specifying any
      amount payable under Section 6(e)) and (2) giving details of the relevant
      account to which any amount payable to it is to be paid. In the absence of
      written confirmation from the source of a quotation obtained in
      determining a Market Quotation, the records of the party obtaining such
      quotation will be conclusive evidence of the existence and accuracy of
      such quotation.

      (ii) PAYMENT DATE. An amount calculated as being due in respect of any
      Early Termination Date under Section 6(e) will be payable on the day that
      notice of the amount payable is effective (in the case of an Early
      Termination Date which is designated or occurs as a result of an Event of
      Default) and on the day which is two Local Business Days after the day on
      which notice of the amount payable is effective (in the case of an Early
      Termination Date which is designated as a result of a Termination Event).
      Such amount will be paid together with (to the extent permitted under
      applicable law) interest thereon (before as well as after judgment) in the
      Termination Currency, from (and including) the relevant Early Termination
      Date to (but excluding) the date such amount is paid, at the Applicable
      Rate. Such interest will be calculated on the basis of daily compounding
      and the actual number of days elapsed.

(e) PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss", and a payment method,
either the "First Method" or the "Second Method". If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subject to any Set-off.

      (i) EVENTS OF DEFAULT. If the Early Termination Date results from an Event
      of Default: --

            (1) First Method and Market Quotation. If the First Method and
            Market Quotation apply, the Defaulting Party will pay to the
            Non-defaulting Party the excess, if a positive number, of (A) the
            sum of the Settlement Amount (determined by the Non-defaulting
            Party) in respect of the Terminated Transactions and the Termination
            Currency Equivalent of the Unpaid Amounts owing to the
            Non-defaulting Party over (B) the Termination Currency Equivalent of
            the Unpaid Amounts owing to the Defaulting Party.

            (2) First Method and Loss. If the First Method and Loss apply, the
            Defaulting Party will pay to the Non-defaulting Party, if a positive
            number, the Non-defaulting Party's Loss in respect of this
            Agreement.

            (3) Second Method and Market Quotation. If the Second Method and
            Market Quotation apply, an amount will be payable equal to (A) the
            sum of the Settlement Amount (determined by the

                                                                    ISDA(R) 1992

                                        9
<PAGE>

            Non-defaulting Party) in respect of the Terminated Transactions and
            the Termination Currency Equivalent of the Unpaid Amounts owing to
            the Non-defaulting Party less (B) the Termination Currency
            Equivalent of the Unpaid Amounts owing to the Defaulting Party. If
            that amount is a positive number, the Defaulting Party will pay it
            to the Non-defaulting Party; if it is a negative number, the
            Non-defaulting Party will pay the absolute value of that amount to
            the Defaulting Party.

            (4) Second Method and Loss. If the Second Method and Loss apply, an
            amount will be payable equal to the Non-defaulting Party's Loss in
            respect of this Agreement. If that amount is a positive number, the
            Defaulting Party will pay it to the Non-defaulting Party; if it is a
            negative number, the Non-defaulting Party will pay the absolute
            value of that amount to the Defaulting Party.

      (ii)  TERMINATION EVENTS. If the Early Termination Date results from a
      Termination Event: --

            (1) One Affected Party. If there is one Affected Party, the amount
            payable will be determined in accordance with Section 6(e)(i)(3), if
            Market Quotation applies, or Section 6(e)(i)(4), if Loss applies,
            except that, in either case, references to the Defaulting Party and
            to the Non-defaulting Party will be deemed to be references to the
            Affected Party and the party which is not the Affected Party,
            respectively, and, if Loss applies and fewer than all the
            Transactions are being terminated, Loss shall be calculated in
            respect of all Terminated Transactions.

            (2) Two Affected Parties. If there are two Affected Parties: --

                  (A) if Market Quotation applies, each party will determine a
                  Settlement Amount in respect of the Terminated Transactions,
                  and an amount will be payable equal to (I) the sum of (a)
                  one-half of the difference between the Settlement Amount of
                  the party with the higher Settlement Amount ("X") and the
                  Settlement Amount of the party with the lower Settlement
                  Amount ("Y") and (b) the Termination Currency Equivalent of
                  the Unpaid Amounts owing to X less (II) the Termination
                  Currency Equivalent of the Unpaid Amounts owing to Y; and

                  (B) if Loss applies, each party will determine its Loss in
                  respect of this Agreement (or, if fewer than all the
                  Transactions are being terminated, in respect of all
                  Terminated Transactions) and an amount will be payable equal
                  to one-half of the difference between the Loss of the party
                  with the higher Loss ("X") and the Loss of the party with the
                  lower Loss ("Y").

            If the amount payable is a positive number, Y will pay it to X; if
            it is a negative number, X will pay the absolute value of that
            amount to Y.

      (iii) ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early
      Termination Date occurs because "Automatic Early Termination" applies in
      respect of a party, the amount determined under this Section 6(e) will be
      subject to such adjustments as are appropriate and permitted by law to
      reflect any payments or deliveries made by one party to the other under
      this Agreement (and retained by such other party) during the period from
      the relevant Early Termination Date to the date for payment determined
      under Section 6(d)(ii).

      (iv) PRE-ESTIMATE. The parties agree that if Market Quotation applies an
      amount recoverable under this Section 6(e) is a reasonable pre-estimate of
      loss and not a penalty. Such amount is payable for the loss of bargain and
      the loss of protection against future risks and except as otherwise
      provided in this Agreement neither party will be entitled to recover any
      additional damages as a consequence of such losses.

                                                                    ISDA(R) 1992

                                       10
<PAGE>

7. TRANSFER

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that: --

(a) a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8. CONTRACTUAL CURRENCY

(a) PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this Agreement will
be made in the relevant currency specified in this Agreement for that payment
(the "Contractual Currency"). To the extent permitted by applicable law, any
obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into the Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the
shortfall. If for any reason the amount in the Contractual Currency so received
exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of
such excess.

(b) JUDGMENTS. To the extent permitted by applicable law, if any judgment or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency if such shortfall or such excess arises or results from any
variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency with the
amount of the currency of the judgment or order actually received by such party.
The term "rate of exchange" includes, without limitation, any premiums and costs
of exchange payable in connection with the purchase of or conversion into the
Contractual Currency.

(c) SEPARATE INDEMNITIES. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof being made for any other sums payable in respect of this
Agreement.

(d) EVIDENCE OF LOSS. For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.

                                                                    ISDA(R) 1992

                                       11
<PAGE>

9. MISCELLANEOUS

(a) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b) AMENDMENTS. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c) SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d) REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e) COUNTERPARTS AND CONFIRMATIONS.

      (i) This Agreement (and each amendment, modification and waiver in respect
      of it) may be executed and delivered in counterparts (including by
      facsimile transmission), each of which will be deemed an original.

      (ii) The parties intend that they are legally bound by the terms of each
      Transaction from the moment they agree to those terms (whether orally or
      otherwise). A Confirmation shall he entered into as soon as practicable
      and may he executed and delivered in counterparts (including by facsimile
      transmission) or be created by an exchange of telexes or by an exchange of
      electronic messages on an electronic messaging system, which in each case
      will be sufficient for all purposes to evidence a binding supplement to
      this Agreement. The parties will specify therein or through another
      effective means that any such counterpart, telex or electronic message
      constitutes a Confirmation.

(f) No WAIVER OF RIGHTS. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g) HEADINGS. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10. OFFICES; MULTIBRANCH PARTIES

(a) If Section 10(a) is specified in the Schedule as applying, each party that
enters into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking office
or jurisdiction of incorporation or organisation of such party, the obligations
of such party are the same as if it had entered into the Transaction through its
head or home office. This representation will be deemed to be repeated by such
party on each date on which a Transaction is entered into.

(b) Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c) If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11. EXPENSES

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document

                                                                    ISDA(R) 1992

                                       12
<PAGE>

to which the Defaulting Party is a party or by reason of the early termination
of any Transaction, including, but not limited to, costs of collection.

12. NOTICES

(a) EFFECTIVENESS. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated: --

      (i) if in writing and delivered in person or by courier, on the date it is
      delivered;

      (ii) if sent by telex, on the date the recipient's answerback is received;

      (iii) if sent by facsimile transmission, on the date that transmission is
      received by a responsible employee of the recipient in legible form (it
      being agreed that the burden of proving receipt will be on the sender and
      will not be met by a transmission report generated by the sender's
      facsimile machine);

      (iv) if sent by certified or registered mail (airmail, if overseas) or the
      equivalent (return receipt requested), on the date that mail is delivered
      or its delivery is attempted; or

      (v) if sent by electronic messaging system, on the date that electronic
      message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b) CHANGE OF ADDRESSES. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13. GOVERNING LAW AND JURISDICTION

(a) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b) JURISDICTION. With respect to any suit, action or proceedings relating to
this Agreement ("Proceedings"), each party irrevocably: --

      (i) submits to the jurisdiction of the English courts, if this Agreement
      is expressed to be governed by English law, or to the non-exclusive
      jurisdiction of the courts of the State of New York and the United States
      District Court located in the Borough of Manhattan in New York City, if
      this Agreement is expressed to be governed by the laws of the State of New
      York; and

      (ii) waives any objection which it may have at any time to the laying of
      venue of any Proceedings brought in any such court, waives any claim that
      such Proceedings have been brought in an inconvenient forum and further
      waives the right to object, with respect to such Proceedings, that such
      court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c) SERVICE OF PROCESS. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any

                                                                    ISDA(R) 1992

                                       13
<PAGE>

reason any party's Process Agent is unable to act as such, such party will
promptly notify the other party and within 30 days appoint a substitute process
agent acceptable to the other party. The parties irrevocably consent to service
of process given in the manner provided for notices in Section 12. Nothing in
this Agreement will affect the right of either party to serve process in any
other manner permitted by law.

(d) WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and assets
(irrespective of their use or intended use), all immunity on the grounds of
sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

14. DEFINITIONS

As used in this Agreement: --

"ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b).

"AFFECTED PARTY" has the meaning specified in Section 5(b).

"AFFECTED TRANSACTIONS" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"AFFILIATE" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"APPLICABLE RATE" means: --

(a) in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii))
on which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default
Rate; and

(d) in all other cases, the Termination Rate.

"BURDENED PARTY" has the meaning specified in Section 5(b).

"CHANGE IN TAX LAW" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the
relevant Transaction is entered into.

"CONSENT" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b).

"CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is specified as
such in this Agreement.

"CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule.

"DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

                                                                    ISDA(R) 1992

                                       14
<PAGE>

"DEFAULTING PARTY" has the meaning specified in Section 6(a).

"EARLY TERMINATION DATE" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"ILLEGALITY" has the meaning specified in Section 5(b).

"INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority imposing such
Tax and the recipient of such payment or a person related to such recipient
(including, without limitation, a connection arising from such recipient or
related person being or having been a citizen or resident of such jurisdiction,
or being or having been organised, present or engaged in a trade or business in
such jurisdiction, or having or having had a permanent establishment or fixed
place of business in such jurisdiction, but excluding a connection arising
solely from such recipient or related person having executed, delivered,
performed its obligations or received a payment under, or enforced, this
Agreement or a Credit Support Document).

"LAW" includes any treaty, law, rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"LAWFUL" and "UNLAWFUL" will be construed accordingly.

"LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.

"LOSS" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section 6(e)(i)(l) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
out-of-pocket expenses referred to under Section 11. A party will determine its
Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

"MARKET QUOTATION" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have

                                                                    ISDA(R) 1992

                                       15
<PAGE>

been required after that date. For this purpose, Unpaid Amounts in respect of
the Terminated Transaction or group of Terminated Transactions are to be
excluded but, without limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after that Early Termination Date is to
be included. The Replacement Transaction would be subject to such documentation
as such party and the Reference Market-maker may, in good faith, agree. The
party making the determination (or its agent) will request each Reference
Market-maker to provide its quotation to the extent reasonably practicable as of
the same day and time (without regard to different time zones) on or as soon as
reasonably practicable after the relevant Early Termination Date. The day and
time as of which those quotations are to be obtained will be selected in good
faith by the party obliged to make a determination under Section 6(e), and, if
each party is so obliged, after consultation with the other. If more than three
quotations are provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and lowest
values. If exactly three such quotations are provided, the Market Quotation will
be the quotation remaining after disregarding the highest and lowest quotations.
For this purpose, if more than one quotation has the same highest value or
lowest value, then one of such quotations shall be disregarded. If fewer than
three quotations are provided, it will be deemed that the Market Quotation in
respect of such Terminated Transaction or group of Terminated Transactions
cannot be determined.

"NON-DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"NON-DEFAULTING PARTY" HAS the meaning specified in Section 6(a).

"OFFICE" means a branch or office of a party, which may be such party's head or
home office.

"POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

"RELEVANT JURISDICTION" means, with respect to a party, the jurisdictions (a) in
which the party is incorporated, organised, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"SET-OFF" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"SETTLEMENT AMOUNT" means, with respect to a party and any Early Termination
Date, the sum of: --

(a) the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b) such party's Loss (whether positive or negative and without reference to any
Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"SPECIFIED ENTITY" has the meanings specified in the Schedule.

                                                                    ISDA(R) 1992

                                       16
<PAGE>

"SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

"SPECIFIED TRANSACTION" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"STAMP TAX" means any stamp, registration, documentation or similar tax.

"TAX" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is
imposed by any government or other taxing authority in respect of any payment
under this Agreement other than a stamp, registration, documentation or similar
tax.

"TAX EVENT" has the meaning specified in Section 5(b).

"TAX EVENT UPON MERGER" has the meaning specified in Section 5(b).

"TERMINATED TRANSACTIONS" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"TERMINATION CURRENCY" has the meaning specified in the Schedule.

"TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined by the
party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with the Termination Currency at the rate equal
to the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obliged to make a determination under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the parties.

"TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event Upon Merger
or, if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"TERMINATION RATE" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"UNPAID AMOUNTS" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market

                                                                    ISDA(R) 1992

                                       17
<PAGE>

value of that which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or would
have been required to have been paid or performed to (but excluding) such Early
Termination Date, at the Applicable Rate. Such amounts of interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b) above
shall be reasonably determined by the party obliged to make the determination
under Section 6(e) or, if each party is so obliged, it shall be the average of
the Termination Currency Equivalents of the fair market values reasonably
determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

                                             By: CABCO SERIES 2004-102 TRUST
                                                 (SBC Communications Inc.)
                                                 U.S. BANK TRUST NATIONAL
          UBS AG                                 ASSOCIATION, as Trustee
-----------------------------                    -------------------------------
    (Name of Party)                                     (Name of Party)

By: /s/ James B. Fuqua                       By: /s/ David J. Kolibachuk
    -----------------------------                -----------------------------
    Name: James B. Fuqua                         Name: David J. Kolibachuk
    Title: Director and Counsel                  Title: Vice President
           Region Americas Legal                 Date: 12/15/2004
           Fixed Income Section
    Date: December 15, 2004

By: /s/ Marie-Anne Clarke
    -----------------------------
    Name: Marie-Anne Clarke
    Title: Director and Counsel
           Region Americas Legal
           Fixed Income Section
    Date: December 15, 2004

                                                                    ISDA(R) 1992

                                       18
<PAGE>

                                    SCHEDULE
                             to the Master Agreement
                          dated as of December 15, 2004

                                     between

UBS AG, a bank organized           And     CABCO SERIES 2004-102 TRUST
under the laws of Switzerland              (SBC COMMUNICATIONS INC.), a trust
                                           created under the laws of the State
                                           of New York

       ("Party A")                                          ("Party B")

                                     PART 1
                             TERMINATION PROVISIONS

In this Agreement:

(a)   "SPECIFIED ENTITY" means in relation to Party A for the purpose of:

      Section 5(a)(v),                                           NONE
      Section 5(a)(vi),                                          NONE
      Section 5(a)(vii),                                         NONE
      Section 5(b)(iv),                                          NONE

      and in relation to Party B for the purpose of:

      Section 5(a)(v),                                           NONE
      Section 5(a)(vi),                                          NONE
      Section 5(a)(vii),                                         NONE
      Section 5(b)(iv),                                          NONE

(b)   SPECIFIED TRANSACTION. Specified Transaction will have the meaning
      specified in Section 14.

(c)   CERTAIN EVENTS OF DEFAULT. The following Events of Default and Termination
      Events will not apply to the parties so specified below, and the
      definitions of "Event of Default" and "Termination Event" in Section 14
      are deemed to be modified accordingly:

      Section 5(a)(ii) (Breach of Agreement) will not apply to Party A or Party
      B.

      Section 5(a)(iii) (Credit Support Default) will not apply to Party A or
      Party B.

      Section 5(a)(iv) (Misrepresentation) will not apply to Party A or Party B.

      Section 5(a)(v) (Default under Specified Transaction) will not apply to
      Party A or Party B.

      Section 5(a)(vi) (Cross Default) will not apply to Party A or Party B.

      Section 5(a)(viii) (Merger Without Assumption) will not apply to Party A
      or Party B.

      Section 5(b)(ii) (Tax Event) will not apply to Party A or Party B.

      Section 5(b)(iii) (Tax Event Upon Merger) will not apply to Party A or
      Party B.

(d)   CREDIT EVENT UPON MERGER. The "Credit Event Upon Merger" provision
      (Section 5(b)(iv)) will not apply to Party A or Party B.

<PAGE>

(e)   AUTOMATIC EARLY TERMINATION. The "Automatic Early Termination" provision
      of Section 6(a) will not apply to Party A or Party B.

(f)   "TERMINATION CURRENCY" means one of the currencies in which payments are
      required to be made pursuant to a Confirmation in respect of a Terminated
      Transaction selected by the Non-defaulting Party or the party that is not
      the Affected Party, as the case may be, or, in the circumstances where
      there are two Affected Parties, as agreed between the parties or, failing
      such agreement or, if the currency so selected is not freely available,
      the Termination Currency shall be U.S. Dollars.

(g)   ADDITIONAL TERMINATION EVENT.

      Section 5(b)(v) is hereby amended by adding the following subsections (i),
(ii), (iii), (iv), (v) and (vi) at the end of such Section 5(b)(v):

      (i)   SEC REPORTING FAILURE. If (i) an Available Information Event has
            occurred, and either (x) the suspension of Exchange Act reporting by
            the Underlying Securities Issuer continues for a period of at least
            one year, or (y) the Underlying Securities Issuer announces or takes
            measures that demonstrate, in connection with such suspension or at
            any time thereafter, that it will no longer be a reporting company
            under the Exchange Act; (ii) the Certificates have been be removed
            from The Depository Trust Company book-entry system; (iii)
            definitive certificates representing the Certificates have been
            issued to the beneficial owners of the Certificates; and (iv) the
            Underlying Securities Issuer has not resumed filing Exchange Act
            reports within 60 days of such issuance. For the purposes of the
            foregoing Additional Termination Event, Party B shall be the
            Affected Party.

      (ii)  REDEMPTION. The redemption or repurchase of or other unscheduled
            payment on, or the exercise by the Option Holder of its Call Options
            upon a tender offer for, some or all of the Underlying Securities by
            the Underlying Securities Issuer (or any third party making the
            tender offer), in which case, (1) a portion of the Notional Amount
            of the Transaction corresponding to the portion of the Underlying
            Securities tendered, redeemed, repurchased or repaid shall be
            terminated and (2) the Early Termination Date with respect to such
            portion of the Notional Amount of the Transactions shall be the date
            on which the tender offer, redemption, repurchase or repayment is
            effected. For the purposes of the foregoing Additional Termination
            Event, Party B shall be the Affected Party.

      (iii) SWAP COUNTERPARTY REPORTING FAILURE. Party A suspending or
            terminating its reporting under the Exchange Act and its failure to
            find a replacement swap counterparty that is reporting under the
            Securities Exchange Act of 1934, within 30 days of such suspension
            or termination of reporting. For the purposes of the foregoing
            Additional Termination Event, Party A shall be the Affected Party.

      (iv)  S&P TRIGGER EVENT. If (i) an S&P Downgrade has occurred; (ii) Party
            A has not designated an S&P Replacement Swap Counterparty within 30
            days of such S&P Downgrade; and (iii) Party A fails to maintain, and
            pledge and assign to Party B, Collateral equal to the Exposure,
            pursuant to Part 5(g)(1) of this Schedule. For the purposes of the
            foregoing Additional Termination Event, Party A shall be the
            Affected Party.

      (v)   UNDERLYING SECURITIES PAYMENT DEFAULT. An Underlying Securities
            Payment Default shall have occurred and be continuing. For the
            purposes of the foregoing Additional Termination Event, Party B
            shall be the Affected Party.

                                       -2-

<PAGE>

      (vi)  UNDERLYING SECURITIES BANKRUPTCY DEFAULT. An Underlying Securities
            Bankruptcy Default shall have occurred and be continuing. For the
            purposes of the foregoing Additional Termination Event, Party B
            shall be the Affected Party.

                                     PART 2
                               TAX REPRESENTATIONS

(a)   PAYER TAX REPRESENTATION. For the purpose of Section 3(e), Party A and
      Party B hereby make the following representation: It is not required by
      any applicable law, as modified by the practice of any relevant
      governmental revenue authority, of any Relevant Jurisdiction to make any
      deduction or withholding for or on account of any Tax from any payment
      (other than interest under Section 2(e), 6(d)(ii) or 6(e)) to be made by
      it to the other party under this Agreement. In making this representation,
      it may rely on: (i) the accuracy of any representation made by the other
      party pursuant to Section 3(f); (ii) the satisfaction of the agreement of
      the other party contained in Section 4(a)(i) or 4(a)(iii) and the accuracy
      and effectiveness of any document provided by the other party pursuant to
      Section 4(a)(i) or 4(a)(iii); and (iii) the satisfaction of the agreement
      of the other party contained in Section 4(d); provided that it shall not
      be a breach of this representation where reliance is placed on clause (ii)
      and the other party does not deliver a form or document under Section
      4(a)(iii) by reason of material prejudice to its legal or commercial
      position.

(b)   PAYEE TAX REPRESENTATIONS. For the purpose of Section 3(f) of this
      Agreement, Party A makes the following representations to Party B:

                  No payment received or to be received by Party A under this
                  Agreement will be effectively connected with Party A's conduct
                  of a trade or business within the U.S. It is fully eligible
                  for the benefits of the "Business Profits" or "Industrial and
                  Commercial Profits" provision, as the case may be, the
                  "Interest" provision or the "Other Income" provision (if any)
                  of the Specified Treaty with respect to any payment described
                  in such provisions and received or to be received by it in
                  connection with this Agreement and no such payment is
                  attributable to a trade or business carried on by it through a
                  permanent establishment in the Specified Jurisdiction. Each
                  payment received or to be received by it in connection with
                  this Agreement (other than interest under Sections 2(e),
                  6(d)(ii) and 6(e)) qualifies as "Business Profits,"
                  "Industrial and Commercial Profits," "Interest" or "Other
                  Income" under the Specified Treaty.

                  If such representation applies, then:

                        "Specified Treaty" means, with respect to a Transaction,
                  the tax treaty applicable between the United States of America
                  and Switzerland.

                        "Specified Jurisdiction" means United States of America.

                  Party A is a "non-U.S. branch of a foreign person" as that
                  term is used in section 1.1441-4(a)(3)(ii) of the U.S.
                  Treasury Regulations (the "Regulations"), and Party A is a
                  "foreign person" as that term is used in section
                  1.6041-4(a)(4) of the Regulations.

(c)   PAYEE TAX REPRESENTATIONS. For the purpose of Section 3(f) of this
      Agreement, Party B makes the following representation to Party A:

      Party B is a trust created under the laws of the state of New York.

                                      -3-

<PAGE>

                                     PART 3
                         AGREEMENT TO DELIVER DOCUMENTS

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver the following documents, as applicable:

(a)   Tax forms, documents or certificates to be delivered are:

      Each party agrees to complete, accurately and in a manner reasonably
satisfactory to the other party (or any Specified Entity of the other party),
and to execute, arrange for any required certification of, and deliver to the
other party (or such Specified Entity) (or to such government or taxing
authority as the other party (or such Specified Entity) reasonably directs), any
form or document that may be required or reasonably requested in order to allow
the other party (or such Specified Entity) to make a payment under this
Agreement (or a Credit Support Document of the other party or a Specified Entity
thereof) without any deduction or withholding for or on account of any Tax or
with such deduction or withholding at a reduced rate, promptly upon the earlier
of (i) reasonable demand by the other party (or such Specified Entity) and (ii)
learning that the form or document is required.

PARTY REQUIRED
 TO DELIVER
  DOCUMENT        FORM/DOCUMENT/CERTIFICATE      DATE BY WHICH TO BE DELIVERED
--------------    -------------------------      -----------------------------
Party A         One duly executed and completed  (i) Upon execution and delivery
                U.S. Internal Revenue Service    of this Agreement, with such
                Form W-8BEN (or successor        form to be updated at the
                thereto).                        beginning of each succeeding
                                                 three calendar year period
                                                 beginning after execution of
                                                 this Agreement, or as otherwise
                                                 required under then applicable
                                                 U.S. Treasury Regulations,

                                                 (ii) promptly upon reasonable
                                                 demand by Party B, and

                                                 (iii) promptly upon learning
                                                 that any Form W-8BEN (or any
                                                 successor thereto) has become
                                                 obsolete or incorrect.

Party B         A duly completed and executed    (i) Upon execution and
                U.S. Internal Revenue Service    delivery of this Agreement,
                Form W-9.                        (ii) promptly upon reasonable
                                                 demand by Party A, and
                                                 (iii) promptly upon learning
                                                 that any such Form previously
                                                 provided by Party B has become
                                                 obsolete or incorrect.

(b)   Other documents to be delivered are:

PARTY REQUIRED                                                     COVERED BY
 TO DELIVER        FORM/DOCUMENT/         DATE BY WHICH            SECTION 3(D)
  DOCUMENT         CERTIFICATE            TO BE DELIVERED         REPRESENTATION
---------------    --------------         ---------------         --------------
Party A          Evidence of the          On or before                 Yes
and Party B      authority and true       execution of this
                 signatures of each       Agreement and each
                 official or              Confirmation
                 representative           forming a part of
                 signing this             this Agreement.
                 Agreement or, as
                 the case may be, a
                 Confirmation, on
                 its behalf.









                                       -4-

<PAGE>

                                                                    COVERED BY
 TO DELIVER        FORM/DOCUMENT/         DATE BY WHICH            SECTION 3(D)
  DOCUMENT         CERTIFICATE            TO BE DELIVERED         REPRESENTATION
---------------    --------------         ---------------         --------------
Party B          Certified copy of      On or before                   Yes
                 the resolution of      execution of this
                 Party B's Board of     Agreement.
                 Directors (or
                 equivalent
                 authorizing
                 documentation)
                 authorizing the
                 execution and
                 delivery of this
                 Agreement and each
                 Confirmation and
                 performance of its
                 obligation
                 hereunder.






Party B          Opinion of Party       On or before                   Yes
                 B's legal counsel      execution of this
                 in a form              Agreement.
                 satisfactory to
                 Party A regarding
                 (inter alia) the
                 power and authority
                 of Party B to enter
                 into this Agreement
                 and Transactions
                 hereunder.

Party A          Opinion of Party       On or promptly                 Yes
                 A's legal counsel      after the execution
                 in a form              of this Agreement.
                 satisfactory to
                 Party B regarding
                 (inter alia) the
                 power and authority
                 of Party A to enter
                 into this Agreement
                 and Transactions
                 hereunder.

Party B          A certified copy of    Upon execution of              Yes
                 the Trust Agreement    this Agreement.
                 and each Amendment
                 thereof.


                                     PART 4
                                  MISCELLANEOUS

(a)   ADDRESSES FOR NOTICES. For the purposes of Section 12(a) of this
      Agreement:

      (i)   All notices or communications to Party A shall, with respect to a
            particular Transaction, be sent to the address, telex number, or
            facsimile number reflected in the Confirmation of that Transaction,
            and any notice for purposes of Section 5 or 6 shall be sent to:

            Address:    UBS AG, Stamford Branch
                        677 Washington Boulevard
                        Stamford, CT 06912-0300
            Attention:  Legal Affairs
            Facsimile:  (203) 719-0680
            Telephone:  (203) 719-3000

                                      -5-

<PAGE>

            With a simultaneous copy to:

            Address:    UBS AG, Stamford Branch
                        677 Washington Boulevard
                        Stamford, CT 06912-0300
            Attention:  Risk Control - Documentation
            Facsimile:  (203) 719-5627
            Telephone:  (203) 719-3000

      (ii)  All notices or communications to Party B shall be sent to the
            address, or facsimile number reflected below:

            Address:    100 Wall Street
                        New York, NY 10005
            Attention:  Corporate Trust
            Facsimile:  (212) 809-5459
            Telephone:  (212) 361-2500

(b)   PROCESS AGENT. For the purpose of Section 13(c) of this Agreement:

      Party A appoints as its Process Agent: Not Applicable

      Party B appoints as its Process Agent: Not Applicable

(c)   OFFICES. The provisions of Section 10(a) of this Agreement will apply to
      Party A and Party B.

(d)   MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement:

      (i)   Party A is a Multibranch Party and may act through its branches in
            any of the following territories or countries: England and Wales,
            France, Hong Kong, United States of America, Singapore, Sweden and
            Switzerland.

      (ii)  Party B is not a Multibranch Party.

(e)   CALCULATION AGENT. The Calculation Agent is Party A, unless otherwise
      specified in a Confirmation in relation to the relevant Transaction.

(f)   CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document: Not
      Applicable

(g)   CREDIT SUPPORT PROVIDER. Credit Support Provider means: Not Applicable

(h)   GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(i)   NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this Agreement
      will apply, except the following groups of Transactions: (1) foreign
      exchange transactions and currency options, in which case subparagraph
      (ii) of Section 2(c) of this Agreement will not apply.

(j)   "AFFILIATE" will have the meaning specified in Section 14 of this
      Agreement.

(k)   LIMITATION ON TRUSTEE LIABILITY. In the absence of negligence, willful
      misconduct or bad faith on the part of the Trustee, the Trustee shall have
      no personal liability for the payment of any indebtedness or expenses of
      Party B or be personally liable for the breach or any failure of any

                                      -6-

<PAGE>

      obligation, representation, warranty or covenant made or undertaken by
      Party B under this Transaction or the Trust Agreement within the scope of
      the Trustee's discharge of its duties under this Transaction or the Trust
      Agreement or for any amounts due under this Transaction from Party B, such
      amounts to be paid by the Depositor in accordance with the Trust
      Agreement.

                                     PART 5
                                OTHER PROVISIONS

(a)   SET-OFF. Without affecting the provisions of the Agreement requiring the
      calculation of certain net payment amounts, all payments under this
      Agreement will be made without set-off or counterclaim; provided, however,
      that upon the designation of any Early Termination Date, in addition to
      and not in limitation of any other right or remedy (including any right to
      set off, counterclaim, or otherwise withhold payment or any recourse to
      any Credit Support Document) under applicable law the Non-defaulting Party
      or Non-affected Party (in either case, "X") may without prior notice to
      any person set off any sum or obligation (whether or not arising under
      this Agreement and whether matured or unmatured, whether or not contingent
      and irrespective of the currency, place of payment or booking office of
      the sum or obligation) owed by the Defaulting Party or Affected Party (in
      either case, "Y") to X or any Affiliate of X against any sum or obligation
      (whether or not arising under this Agreement, whether matured or
      unmatured, whether or not contingent and irrespective of the currency,
      place of payment or booking office of the sum or obligation) owed by X or
      any Affiliate of X to Y. If any sum or obligation is unascertained, X may
      in good faith estimate that sum or obligation and set-off in respect of
      that estimate, subject to X or Y, as the case may be, accounting to the
      other party when such sum or obligation is ascertained.

(b)   RELATIONSHIP BETWEEN PARTIES. Each party will be deemed to represent to
      the other party on the date on which it enters into a Transaction that
      (absent a written agreement between the parties that expressly imposes
      affirmative obligations to the contrary for that Transaction):

      (i)   NON-RELIANCE. It is acting for its own account, and it has made its
            own independent decisions to enter into that Transaction and as to
            whether that Transaction is appropriate or proper for it based upon
            its own judgment and upon advice from such advisers as it has deemed
            necessary. It is not relying on any communication (written or oral)
            of the other party as investment advice or as a recommendation to
            enter into that Transaction; it being understood that information
            and explanations related to the terms and conditions of a
            Transaction shall not be considered investment advice or a
            recommendation to enter into that Transaction. No communication
            (written or oral) received from the other party shall be deemed to
            be an assurance or guarantee as to the expected results of that
            Transaction.

      (ii)  ASSESSMENT AND UNDERSTANDING. It is capable of assessing the merits
            of and understanding (on its own behalf or through independent
            professional advice), and understands and accepts the terms,
            conditions and risks of that Transaction. It is also capable of
            assuming, and assumes, the risks of that Transaction.

      (iii) STATUS OF PARTIES. The other party is not acting as a fiduciary for
            or an adviser to it in respect of that Transaction.

(c)   WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL
      RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
      RELATING TO THIS AGREEMENT OR ANY TRANSACTION AND ACKNOWLEDGES THAT THIS
      WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY'S ENTERING INTO THIS
      AGREEMENT.

(d)   CONSENT TO RECORDING. Each Party (i) consents to the recording of all
      telephone conversations between trading, operations and marketing
      personnel of the parties and their Affiliates in

                                      -7-

<PAGE>

      connection with this Agreement or any potential Transaction; (ii) agrees
      to give notice to such personnel of it and its Affiliates that their calls
      will be recorded; and (iii) agrees that in any Proceedings, it will not
      object to the introduction of such recordings in evidence on grounds that
      consent was not properly given.

(e)   SCOPE OF AGREEMENT. For the purpose of this Agreement, the terms
      "Transaction" and "Transactions" shall refer solely to that certain
      interest rate swap transaction having UBS reference number 37053393.

(f)   ADDITIONAL DEFINITIONS.

      (1)   Capitalized terms used in this Agreement that are not defined herein
            and are defined in the Trust Agreement shall have the respective
            meanings assigned to them in the trust agreement, dated as of
            December 15, 2004, between Corporate Asset Backed Corporation and
            U.S. Bank Trust National Association, as trustee (the "Trust
            Agreement").

      (2)   "COLLATERAL" shall mean (i) cash in U.S. Dollars or (ii) U.S.
            Treasury issued securities.

      (3)   "S&P DOWNGRADE" means Party A is downgraded below the short-term
            unsecured debt rating of "A-1" by Standard & Poor's.

      (4)   "S&P REPLACEMENT SWAP COUNTERPARTY" means a swap counterparty having
            a short-term unsecured debt rating of at least "A-1" by Standard &
            Poor's and Standard & Poor's shall have given its prior written
            confirmation of the rating of the Certificates as a result of the
            assignment of the rights and obligations of the swap counterparty in
            this Agreement to such replacement swap counterparty.

      (5)   "EXPOSURE" means for any date for which Exposure is calculated, the
            amount, if any, that would be payable to Party B by Party A
            (expressed as a positive number) or by Party B to Party A (expressed
            as a negative number) pursuant to Section 6(e)(ii)(2)(A) of this
            Agreement as if all Transactions were being terminated as of the
            relevant time on such date, provided that Market Quotation will be
            determined by the applicable Calculation Agent using its estimates
            at mid-market of the amounts that would be paid for Replacement
            Transactions (as that term is defined in the definition of "Market
            Quotation").

(g)   ASSIGNMENT OF AGREEMENT. Upon the occurrence of:

      (1)   an S&P Downgrade, Party A, in a commercially reasonable manner, will
            seek, without the consent of the holders of the Certificates, to
            assign its rights and obligations under this Agreement to an S&P
            Replacement Swap Counterparty; provided that all costs and expenses
            in connection with such assignment to the S&P Replacement Swap
            Counterparty will be paid by Party A. If an S&P Replacement Swap
            Counterparty is not designated within 30 days of the occurrence of
            an S&P Downgrade, Party A shall enter into an arrangement with Party
            B pursuant to which Party A will be obligated to maintain, and
            pledge and assign to Party B, Collateral equal to the Exposure;
            provided that, upon the completion of the assignment of this
            Agreement to an S&P Replacement Swap Counterparty, any outstanding
            arrangement with respect to the Collateral shall terminate. If Party
            A does not designate an S&P Replacement Swap Counterparty within 30
            days of the occurrence of an S&P Downgrade and fails to maintain,
            and pledge and assign to Party B, Collateral equal to the Exposure
            pursuant to the previous sentence, a Termination Event will occur
            under this Agreement as set forth under Section 5(b)(v)(iv).

      (2)   Party A suspending or terminating its reporting under the Exchange
            Act, then Party A will, without the consent of the holders of the
            Certificates, assign its rights and

                                      -8-

<PAGE>

            obligations in and under this Agreement; provided that the
            transferee is reporting under the Exchange Act and Standard & Poor's
            shall have given its prior written confirmation of the rating of the
            Certificates as a result of such assignment. If Party A suspends or
            terminates its reporting under the Exchange Act and is unable to
            find a replacement within 30 days pursuant to the previous sentence,
            a Termination Event will occur under this Agreement as set forth
            under Section 5(b)(v)(iii).

(h)   NON-RECOURSE OBLIGATION OF PARTY B. Notwithstanding any other provision of
      this Agreement or any Confirmation, the obligations of Party B hereunder,
      under this Agreement are limited recourse obligations of Party B, payable
      solely from the assets of Party B, and following realization and
      liquidation of the assets of Party B and application of all proceeds
      thereof, any unsatisfied claims of Party A against Party B hereunder shall
      be extinguished. No recourse shall be had against any officer, member,
      director, employee, security holder or incorporator of Party B or its
      successors or assigns for the payment of any amounts payable under this
      Agreement; provided that the foregoing shall not preclude Party A from
      taking any action with respect to any fraud or intentional misconduct of
      any such officer, member, director, employee, security holder or
      incorporator. This Part 5(h) shall survive termination of this Agreement
      for any reason whatsoever.

(i)   TRANSFER. Section 7 is hereby amended by: (i) adding the words "(which
      consent may not be unreasonably withheld)" after the word "consent" in the
      second line thereof, (ii) adding the words "(and notice of the transferee
      to)" after the word "of" in the third line thereof and (iii) adding the
      words "(subject to providing written notice of the transferee to the other
      party)" after the word "transfer" in the fourth and seventh line thereof.

      Party B shall not consent to any transfer or assignment by Party A of its
      rights and obligations hereunder unless the Rating Agency shall have given
      its prior written confirmation that such transfer will not result in a
      reduction or withdrawal of the then current rating of the Certificates.

(j)   NOTICE OF CERTAIN EVENTS OR CIRCUMSTANCES. Each party agrees, upon
      learning of the occurrence or existence of any event or condition that
      constitutes (or that with the giving of notice or passage of time or both
      would constitute) an Event of Default or Termination Event with respect to
      such party, promptly to give the other party and to the Rating Agency
      notice of such event or condition (or, in lieu of giving notice of such
      event or condition in the case of an event or condition that with the
      giving of notice or passage of time or both would constitute an Event of
      Default or Termination Event with respect to the party, to cause such
      event or condition to cease to exist before becoming an Event of Default
      or Termination Event); provided that failure to provide notice of such
      event or condition pursuant to this Part 5(j) shall not constitute an
      Event of Default or a Termination Event.

(k)   INDEMNIFIABLE TAX. Party A agrees that Party B will not be required to pay
      any additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in
      respect of an Indemnifiable Tax. If Party A is required to pay additional
      amounts in respect of any Indemnifiable Tax pursuant to Section 2(d)(i)(4)
      of this Agreement or Party B makes any payment reduced by any Tax pursuant
      to Section 2(d) of this Agreement, Party A may transfer this Agreement
      without the consent of Party B but shall have received from the Rating
      Agency, its prior written confirmation that such transfer will not result
      in a reduction or withdrawal of the then current rating of the
      Certificates.

                                      -9-

<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Schedule by their duly
authorized representatives as of the date of the Agreement.

UBS AG                            CABCO SERIES 2004-102 TRUST (SBC
                                  Communications Inc.)

By: /s/ James B. Fuqua            By: U.S. BANK TRUST NATIONAL
    --------------------------        ASSOCIATION, as Trustee
    Name: James B. Fuqua
    Title: Director and Counsel
           Region Americas Legal
           Fixed Income Section

By: /s/ Marie-Anne Clarke         By: /s/  David J. Kolibachuk
    --------------------------        ------------------------
    Name: Marie-Anne Clarke           Name: David J. Kolibachuk
    Title: Director and Counsel       Title: Vice President
           Region Americas Legal
           Fixed Income Section
<PAGE>

UBS INVESTMENT BANK

Date:      December 7, 2004

To:        Corporate Asset Backed Corporation ("Counterparty")

From:      UBS AG, London Branch ("UBS AG")

Fax No:    02077565848

Subject:   Interest Rate Swap Transaction UBS AG Ref:

Dear Sirs,

The purpose of this communication is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below. This
Confirmation constitutes a "Confirmation" as referred to in the Master Agreement
or Agreement specified below.

The definitions contained in the 2000 ISDA Definitions as published by the
International Swaps and Derivatives Association, Inc., are incorporated into
this Confirmation. In the event of any inconsistency between any of the
definitions listed above and this Confirmation, this Confirmation will govern.
In addition, certain capitalized terms used herein, but not defined herein,
shall have the meaning ascribed to them in the trust agreement, to be entered
into between the Counterparty and U.S. Bank Trust National Association, as
trustee (the "Trust Agreement") substantially in the form set forth in Annex A.

If you and we are parties to a master agreement that governs transactions of
this type (whether in the form of the ISDA Master Agreement (Multicurrency-Cross
Border) (the "ISDA Form") or any other form (a "Master Agreement"), then this
Confirmation will supplement, form a part of, and be subject to that Master
Agreement. If you and we are not parties to such a Master Agreement, then you
and we agree to use all reasonable efforts promptly to negotiate, execute and
deliver an agreement in the form of the ISDA Form, with such modifications as
you and we will in good faith agree. Upon the execution by you and us of such an
agreement, this Confirmation will supplement, form a part of and be subject to
and governed by that agreement, except as expressly modified below. Until we
execute and deliver that agreement, this Confirmation, together with all other
documents referring to the ISDA Form (each, a "Confirmation") confirming
transactions (each, a "Transaction") entered into between us (notwithstanding
anything to the contrary in a confirmation), shall supplement, form a part of,
and be subject to an agreement in the form of the ISDA Form as if we had
executed an agreement in such form (but without any Schedule except for the
election of the laws of England as the Governing Law and U.S. Dollars as the
Termination Currency) on the Trade Date of the first Transaction between us
(hereinafter the "Agreement"). In the event of any inconsistency between the
provisions of any such Agreement and this Confirmation, this Confirmation will
prevail for the purposes of this Transaction.

                                                                          Page 1
<PAGE>

The terms of the particular Interest Rate Swap Transaction to which this
Confirmation relates are as follows:

GENERAL TERMS

<TABLE>
<S>                      <C>
Trade Date:              December  7, 2004

Effective Date:          December  15, 2004

Termination Date:        June 15, 2034, subject to adjustment in accordance
                         with the Modified Following Business Day Convention.

Notional Amount:         $32,500,000, subject to reduction as a result of an
                         early termination of all or a portion of this
                         Transaction. The Notional Amount shall, at all times,
                         equal the outstanding principal amount of the
                         Certificates.  See "Early Termination Payment" below.

Calculation Agent:       UBS AG, unless otherwise stated in the Schedule to the
                         Master Agreement.

Business Days:           Any day other than (a) a Saturday, a Sunday or a day
                         on which banking institutions in the City of New York
                         are authorized or obligated by law or executive order
                         to be closed for business, or (b) a day that is not a
                         business day for purposes of the Underlying Securities.

Broker:                  None

FIXED AMOUNTS

Fixed Rate Payer:        Counterparty

Fixed Rate Payer
Payment Dates:           Any date on which distributions are received by the
                         Counterparty in respect of interest on the Underlying
                         Securities, commencing on June 15, 2005, subject to
                         adjustment in accordance with the Modified Following
                         Business Day Convention.

Fixed Amount:            An amount equal to the full stated amount of each
                         interest payment scheduled to be paid in respect of
                         the Underlying Securities on each Fixed Rate Payer
                         Payment Date, whether or not actually paid by the
                         Underlying Securities Issuer and whether or not any
                         obligation to pay any such interest on the Underlying
                         Securities has been waived by any
</TABLE>

                                                                          Page 2

<PAGE>

<TABLE>
<S>                      <C>
                         party; excluding any amount of interest that accrued
                         with respect to the Underlying Securities from August
                         18, 2004 to but excluding December 15, 2004.

Other:                   In the event of a discrepancy between the Fixed
                         Amounts due in respect of any Calculation Period and
                         the interest amount payable on the Underlying
                         Securities for the related period (as calculated in
                         accordance with the terms of the Underlying
                         Securities), the terms of the Underlying Securities
                         shall govern the calculation of the Fixed Amount for
                         such Calculation Period; provided, however, that the
                         Fixed Amount shall not include any amount of interest
                         that accrued with respect to the Underlying Securities
                         from August 18, 2004 to but excluding December 15,
                         2004.

FLOATING AMOUNTS

Floating Rate Payer:     UBS AG

Floating Rate Payer
Payment Dates:           Quarterly on the 15th day of March, June, September
                         and December, from and including March 15, 2004, up
                         to and including the Termination Date, subject to
                         adjustment in accordance with the Modified Following
                         Business Day Convention specified immediately below.

Floating Amounts:        An amount equal to the product of (i) the Notional
                         Amount, (ii) the Party A Floating Rate and (iii) the
                         Floating Rate Day Count Fraction.

Party A Floating Rate:   For the initial Calculation Period, from and
                         including December 15, 2004 to but excluding the
                         first Floating Rate Payer Payment Date, the rate of
                         3.25%. Thereafter, USD-LIBOR-BBA with a Designated
                         Maturity of 3 months plus the Spread; provided,
                         however, that at no time shall Party A Floating Rate
                         be less than 3.25% or greater than 8.00%.

Floating Rate Day Count
Fraction:                Actual/360 (Fixed)

Spread:                  .65%

Reset Dates:             First day of each Calculation Period
</TABLE>

                                                                          Page 3

<PAGE>

<TABLE>
<S>                             <C>
Compounding:                    Inapplicable

Other:                          UBS AG will have no obligation to pay a Floating
                                Amount (i) if a Swap Agreement Termination Event has
                                occurred and (ii) unless and until the Counterparty
                                has made the related payment, if any, to UBS AG.

UNDERLYING SECURITIES

Underlying Securities Issuer:   SBC Communications Inc.

Maturity Date:                  June 15, 2034

Coupon:                         6.450%

MASTER AGREEMENT

Early Termination Payment:      Section 6(e) of the Master Agreement is hereby
                                deleted, other than with respect to Section 6(e)(iii)
                                and 6(e)(iv), and replaced with the following:

                                (e) PAYMENTS ON EARLY TERMINATION.

                                (i)

                                (A) The obligations of UBS AG and the Counterparty
                                under this Agreement shall terminate and no
                                termination payment shall be payable under Section
                                6(e) of the Master Agreement by either party
                                following (i) an Event of Default as described in
                                Section 5(a)(i) with UBS AG as the Defaulting Party,
                                (ii) an Event of Default as described in Section
                                5(a)(vii) with UBS AG as the Defaulting Party, (iii)
                                the occurrence of a Termination Event as described in
                                Section 5(b)(i) with UBS AG as the Affected Party,
                                (iv) the occurrence of a Termination Event as
                                described in Section 5(b)(v)(iii) with UBS AG as the
                                Affected Party or (v) the occurrence of a Termination
                                Event as described in Section 5(b)(v)(iv) with UBS AG
                                as the Affected Party.

                                (B) If notice is given designating an Early
                                Termination Date in respect of the entire Notional
                                Amount in connection with any other Event of Default
                                or Termination Event not set forth in Section
                                6(e)(i)(A) of the Master Agreement, a
</TABLE>

                                                                          Page 4

<PAGE>

<TABLE>
<S>                      <C>
                         termination payment shall be due under Section 6(e)
                         of the Master Agreement. If the termination payment
                         is payable by the Counterparty to UBS AG, the amount
                         of such payment will be deducted from the liquidation
                         proceeds payable to the holders of the Certificates.
                         If the termination payment is payable by UBS AG to
                         the Counterparty, the amount of such payment will be
                         added to the proceeds payable to the holders of the
                         Certificates.

                         (C) Notwithstanding Section 6(e)(i)(A) of the Master
                         Agreement, if the Option Holder exercises the Call
                         Options pursuant to the Call Option Agreement and
                         upon an Event of Default or Termination Event not set
                         forth in Section 6(e)(i)(A) of the Master Agreement,
                         and a termination payment shall be due hereunder, if
                         the the termination payment is payable by the
                         Counterparty to UBS AG, the amount of such payment
                         will be deducted from the liquidation proceeds
                         payable to the Option Holder, and, if the termination
                         payment is payable by UBS AG to the Counterparty, the
                         amount of such payment will be added to the proceeds
                         payable to the Option Holder.

                         (D) If an Early Termination Date in respect of the
                         entire Notional Amount of the Transaction is
                         designated and a termination payment is due, Market
                         Quotation and Second Method shall be used to
                         calculate any termination payments owing by either
                         party under Section 6(e) of the Master Agreement. UBS
                         AG will determine a Market Quotation.

                         (ii) [Reserved for future use.]

Early Termination Date:  Section 6 of the Master Agreement is hereby amended
                         by adding the following subsection (f) at the end of
                         such Section 6:

                         (f) EARLY TERMINATION DATE.

                         Nothwithstanding Section 6(a) of the Master
                         Agreement, upon the occurrence of (i) an Event of
                         Default as described in Section 5(a)(i) with the
                         Counterparty as the Defaulting Party, (ii) an Event
                         of Default as described in Section 5(a)(vii) with the
                         Counterparty as the Defaulting Party, (iii) the
</TABLE>

                                                                          Page 5

<PAGE>

<TABLE>
<S>         <C>
            occurrence of a Termination Event as described in
            Section 5(b)(v)(v) with the Counterparty as the
            Affected Party, (iv) the occurrence of a Termination
            Event as described in Section 5(b)(v)(vi) with the
            Counterparty as the Affected Party, (v) the
            occurrence of a Termination Event as described in
            Section 5(b)(i) with the Counterparty as the Affected
            Party or (vi) the occurrence of a Termination Event
            as described in Section 5(b)(v)(i) with the
            Counterparty as the Affected Party, the designated
            Early Termination Date will be the seventh Business
            Day following the occurrence of such Event of Default
            or Termination Event. Notwithstanding Section 6(a) of
            the Master Agreement, upon the occurrence of a
            Termination Event as described in Section 5(b)(v)(ii)
            with the Counterparty as the Affected Party, the
            designated Early Termination Date will be the date on
            which the tender offer, redemption, repurchase or
            repayment is effected.

Amendment   Section 9(b) of the Master Agreement is  hereby
            deleted and replaced with the following:

            (b)  AMENDMENTS.

            This Agreement may not be amended without the prior
            written consent of UBS AG and the holders of 66 2/3%
            of the then outstanding Certificates, and without
            prior written confirmation from the Rating Agency that
            such amendment will not result in a reduction or
            withdrawal of the then current rating of the
            Certificates; provided, however, that UBS AG and the
            Counterparty may amend this Agreement without the
            prior written consent of the holders of the then
            outstanding Certificates to cure any ambiguity in, or
            to correct or supplement any provision of this
            Agreement which may be inconsistent with any other
            provision of this Agreement, or to otherwise cure any
            defect in this Agreement, provided that any such
            amendment does not materially adversely affect the
            interest of the certificateholders and that the Rating
            Agency will have given its prior written confirmation
            that such amendment will not result in a reduction or
            withdrawal of the then current rating of the
            Certificates; provided further, however, that
            notwithstanding anything to the contrary, no amendment
            may alter the timing or amount of any payment
            hereunder without the
</TABLE>

                                                                          Page 6

<PAGE>

<TABLE>
<S>              <C>
                 prior consent of the holders of 100% of the then
                 outstanding Certificates, and without giving the
                 Rating Agency prior written notice of any such
                 amendment.
</TABLE>

OTHER TERMS

            (a) One Time Payment. On the Trade Date, UBS AG will make a one time
payment in the amount of $2,811,250 to the Counterparty.

            (b) Nonpetition Covenant. UBS AG agrees that it shall not, until the
date which is one year and one day after the payment in full of all securities
issued by the Trust, the Depositor or other trusts formed, established or
settled by the Depositor, acquiesce, petition or otherwise invoke or cause the
Trust, the Depositor, or any such other trust to invoke the process of the
United States of America or any State or other political subdivision of the
United States 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 trust 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 trust or all or any part of the property or assets
of the Trust, the Depositor or any such other trust or ordering the winding up
or liquidation of the affairs of the Trust, the Depositor or any such other
trust.

RELATIONSHIP BETWEEN PARTIES

Each party will be deemed to represent to the other party on the date on which
it enters into this Transaction that (in the absence of a written agreement
between the parties which expressly imposes affirmative obligations to the
contrary for this Transaction):

            (a) Non-Reliance. Each party is acting for its own account, and has
made its own independent decisions to enter into this Transaction and this such
Transaction is appropriate or proper for it based upon its own judgement and
upon advice from such advisers as it has deemed necessary. Each party is not
relying on any communication (written or oral) of the other party as investment
advice or as a recommendation to enter into this Transaction; it being
understood that information and explanation relating to the terms and conditions
of this Transaction shall not be considered investment advice or a
recommendation to enter into this Transaction. No communication (written or
oral) received from the other party shall be deemed to be an assurance or
guarantee as to the expected results of this Transaction.

            (b) Assessment and Understanding. Each party is capable of assessing
the merits of and understands (on its own behalf or through independent
professional advice), and accepts, the terms, conditions and risks of this
Transaction. Each party is also capable of assuming and assumes the risks of
this Transaction.

            (c) Status of the Parties. Neither party is acting as a fiduciary
for or as an adviser to the other in respect of this Transaction.

References in this clause to "a party" shall, in the case of UBS AG and where
the context so allows, include references to any affiliate of UBS AG.

                                                                          Page 7

<PAGE>

                     [THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                                                          Page 8

<PAGE>

ACCOUNT DETAILS

For UBS AG:

Currency:                             USD
Correspondent Bank:                   UBS AG, STAMFORD
ABA No:                               026007993
Swift Address:                        UBSWUS33
Account No:                           101-WA-140007-000

For the Counterparty:

To be provided separately

OFFICES

            (a) The office of UBS AG for the Interest Rate Swap Transaction is
London; and

            (b) The office of the Counterparty for the Interest Rate Swap
Transaction is 445 Broad Hollow Road, Suite 239, Melville, New York 11747.

CONTACT NAMES AT UBS AG

Pre Value Payments:       Pre-Value Payment Investigations:    (44) 20 7568 2665
Post Value Payments:      Post-Value Payment Investigations:   (44) 20 7567 8999
Confirmation Queries:     Confirmation Control:                (44) 20 7567 2659
ISDA  Documentation:      Credit Risk Management:              (44) 20 7567 4557

Swift:                    UBSWGB2LXXX
Fax:                      (44) 20 7567 2685/2990
Address:                  UBS AG
                          100 Liverpool Street
                          London EC2M 2RH

                                                                          Page 9

<PAGE>

Please confirm that the foregoing correctly sets forth the terms and conditions
of our agreement by executing a copy of this Confirmation and returning it to us
or by sending to us a letter or facsimile substantially similar to this letter,
which letter or facsimile sets forth the material terms of this Transaction to
which this Confirmation relates and indicates your agreement to those terms or
by sending to us a return letter or facsimile in the form attached.

Yours Faithfully
For and on Behalf of
UBS AG, London Branch

By: /s/ James B. Fuqua                       By: /s/ Marie-Anne Clarke
    -------------------------------              -------------------------------
    Name: James B. Fuqua                         Name: Marie-Anne Clarke
    Title: Director and Counsel                  Title: Director and Counsel
           Region Americas Legal                        Region Americas Legal
           Fixed Income Section                         Fixed Income Section

                                                                         Page 10

<PAGE>

Acknowledged and agreed by Corporate Asset Backed Corporation as of the Trade
Date specified above:

By: /s/ Robert D. Vascellaro                 By: /s/ James Hausmann
    -------------------------------              -------------------------------
    Name: Robert D. Vascellaro                   Name: James Hausmann
    Title: Vice President                        Title: Vice President

UBS AG London Branch, 1 Finsbury Avenue, London, EC2M 2PP
UBS Securities LLC is a business group of UBS AG.
UBS AG is a member of the London Stock Exchange and is regulated in the UK by
the Financial Services Authority.
Representatives of UBS Limited introduce trades to UBS AG via UBS Limited

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