Independent Accountants Report
 
 PreferredPLUS PreferredPLUS




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PreferredPLUS PreferredPLUS PreferredPLUS
 /s/ Joseph PanepintoThe Bank of New York 
      Joseph Panepinto 
      Vice
President


        /s/ Robert L. GriffinThe Bank of New York 
      Robert L. Griffin 
      Managing Director




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1.
    
    CUSTODIAL BANK ACCOUNT RECONCILIATIONS
 
    
    The Bank must reconcile all related custodial bank accounts.
    
    The Bank will include the Distribution report as Exhibit 99.1 in the Form
8-Ks filed with the SEC.
 2.
    
    VERIFICATION OF INCOMING TRUST COLLATERAL INTEREST PAYMENTS
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    The Bank must have a tickler system in place so that they will be
expecting and monitoring the custodial bank account for receipt of the
collateral coupon interest. Each of the tickler systems shall be updated
on an on-going basis as each new trust series is created.
    
    The Bank will ensure all interest payments are deposited into the
custodial bank accounts and related bank clearing accounts on the day the
Bank is in receipt of the funds.
    
    The Bank must prove the arithmetic accuracy of the amount of interest
received by the Trust from the underlying securities and ensure that the
face amount, description, coupon rate, and maturity date of the securities
held in the Trust agree to the PPM Supplement dated Date XX, 20XX.
 3.
    
    TRUST DISBURSEMENTS
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    The Bank must prove the arithmetic accuracy of the amount of interest to
be paid by the Trust to the Debt Unit holders by referring to the PPM
Supplement dated Date XX, 20XX.
    
    The Bank will make all disbursements via wire transfer to The Depository
Trust Company (DTC) on the scheduled trust distribution date as soon as
the amount of interest received from the underlying collateral into the
custodial bank account has been received and verified for accuracy.




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4.
    
    PARTIAL REDEMPTIONS
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    If there is a partial redemption of the trust certificates the Bank and
the Depositor must ensure that the redemption proceeds received by the
trust and distributed by the Bank are in accordance with the series
supplement.
 5.
    
    DEFAULTS
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    If the Bank has actual knowledge of an event of default on the underlying
securities that did not cause the trust to liquidate, the Bank must
distribute a formal notice of default to the Depositor, the
certificateholders, the rating agencies and HGCM/ISS.
    
    If the Bank has actual knowledge of an event of default on the underlying
securities that did not cause the Trust to liquidate, the procedures for a
vote or consent of the certificateholders as set forth in the Standard
Terms and series Supplement must be complied with.
 6.
    
    CALL WARRANT EXERCISES AND OPTIONAL EXCHANGES
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    If there is an exercise of call warrants or an optional exchange of trust
certificates for underlying securities that did not cause the trust to
liquidate, the Bank must give the Depositor and the affected
certificateholders notice of any exercise of call warrants or optional
exchange. Such notice must contain the amount of certificates to be
purchased, the call price, and any other relevant information.
    
    If there is an exercise of call warrants or an optional exchange of trust
certificates for underlying securities that did not cause the trust to
liquidate, the Bank must notify the rating agencies of the call exercise
or optional exchange.
    
    If there is an exercise of call warrants or an optional exchange of trust
certificates for underlying securities that did not cause the trust to
liquidate, the Bank must give notice of exercise or optional exchange to
the Depositor and certificate registrar of any certificates that were
called.
 7.
    
    COMMUNICATIONS WITH CERTIFICATEHOLDERS
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    If there was any occasion for the exercise of voting rights or giving
consents by the certificateholders, the Bank must provide notice to the
certificateholders within 5 business days of the Trusts receipt of notice
of the occasion and the Bank must vote or give consents as directed by
certificateholders.




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