TRUST AGREEMENT


               TRUST AGREEMENT, between MS Structured Asset Corp. (the
"Depositor") and LaSalle Bank National Association (the "Trustee"), made as of
the date set forth in Schedule I attached hereto, which Schedule together with
Schedules II and III attached hereto, are made a part hereof. The terms of the
Standard Terms for Trust Agreements, dated March 5, 2003 (the "Standard Terms")
are, except to the extent otherwise expressly stated, hereby incorporated by
reference herein in their entirety with the same force and effect as though set
forth herein. Capitalized terms used herein and not defined shall have the
meanings defined in the Standard Terms. References to "herein", "hereunder",
"this Trust Agreement" and the like shall include the Schedule I attached hereto
and the Standard Terms so incorporated by reference.

               WHEREAS, the Depositor and the Trustee desire to establish the
Trust identified in Schedule I attached hereto (the "Trust") for the primary
purposes of (i) holding the Underlying Securities, (ii) issuing the Warrants and
(iii) issuing the Units;

               WHEREAS, the Depositor desires that the respective beneficial
interests in the Trust be divided into transferable fractional shares, such
shares to be represented by the Units;

               WHEREAS, the Depositor desires to appoint the Trustee as trustee
of the Trust and the Trustee desires to accept such appointment;

               WHEREAS, the Depositor shall transfer, convey and assign to the
Trust without recourse, and the Trust shall acquire, all of the Depositor's
right, title and interest in and under the Underlying Securities and other
property identified in Schedule II to the Trust Agreement (the "Trust
Property"); and

               WHEREAS, the Trust agrees to acquire the Trust Property specified
herein in consideration for Units having an initial Unit Principal Balance and
an initial Notional Amount, as applicable, identified in Schedule I attached
hereto, subject to the terms and conditions specified in the Trust Agreement;

               NOW THEREFORE, the Depositor hereby appoints the Trustee as
trustee hereunder and hereby requests the Trustee to receive the Underlying
Securities from the Depositor and to issue in accordance with the instructions
of the Depositor Units having the terms specified in Schedule I attached hereto,
and the Trustee accepts such appointment and, for itself and its successors and
assigns, hereby declares that it shall hold all the estate, right, title and
interest in any property contributed to the trust account established hereunder
(except property to be applied to the payment or reimbursement of or by the
Trustee for any fees or expenses which under the terms hereof is to be so
applied) in trust for the benefit of all present and future Holders of the
fractional shares of beneficial interest issued hereunder, namely, the
Unitholders, and subject to the terms and provisions hereof.



<PAGE>


               IN WITNESS WHEREOF, each of the undersigned has executed this
instrument as of the date set forth in the Schedule I attached hereto.

                    LASALLE BANK NATIONAL ASSOCIATION
                       as  Trustee  on  behalf  of  the  Trust  identified  in
                       Schedule I hereto, and not in its individual capacity



                    By: /s/ Ann M. Kelly
                        ------------------------------
                        Name:  Ann M. Kelly
                        Title: Assistant Vice President


                    LASALLE BANK NATIONAL ASSOCIATION
                    as Warrant Agent



                    By: /s/ Ann M. Kelly
                        ------------------------------
                        Name:  Ann M. Kelly
                        Title: Assistant Vice President


                    MS STRUCTURED ASSET CORP.



                    By: /s/ John Kehoe
                        ------------------------------
                        Name:  John Kehoe
                        Title: Vice President



Attachments: Schedules I, II and III





<PAGE>


                                       I-2




                                   Schedule I
                           (Terms of Trust and Units)

Trust:                              SATURNS Trust No. 2004-4

Date of Trust Agreement:            March 4, 2004

Trustee:                            LaSalle Bank National Association

Units:                              The Trust will issue two classes of Units:
                                    the Class A Units and the Class B Units.

Initial Unit Principal Balance
of the Class A Units:               $81,000,000

Initial Notional
Amortizing Balance
of the Class B Units:               $3,615,000

Notional Amount:                    For the purposes hereof and of the Standard
                                    Terms incorporated herein, the Notional
                                    Amortizing Balance of the Class B Units
                                    shall be the Notional Amount of the Class B
                                    Units.

Issue Price of Units:               Class A Units: 100%

                                    Class B Units: 100%

Number of Units:                    Class A Units:

                                    3,240,000 (Unit Principal Balance of $25
                                    each)

                                    Class B Units:

                                    3,615 (Initial Notional Amortizing Balance
                                    of $1,000 each)

Swap Agreement:                     Except as provided in this paragraph,
                                    references to a Swap Agreement, a Swap
                                    Counterparty and related references in the
                                    Standard Terms shall be inapplicable. For
                                    purposes of Sections 2.02, 2.03, 3.02(b),
                                    3.02(c), 3.02(f), 3.04, 3.05, 3.08, 4.02(b),
                                    4.02(c), 7.02, 9.03(b), 9.05, 10.02(a)(x),
                                    10.07, 10.12, 10.13, 11.01, and 12.01 of the
                                    Standard Terms as incorporated herein, use
                                    of the term Swap Counterparty shall be
                                    deemed to be use of the term Warrantholder,
                                    use of the term Swap Agreement shall be
                                    deemed to be use of the term Warrants and
                                    use of the term Swap Termination Payment
                                    shall be deemed to be use of the term
                                    Warrant Termination Payment. The list of
                                    sections in this paragraph shall not be
                                    construed as an exclusive list and where the
                                    context so requires, the preceding sentence
                                    may apply to additional sections of the
                                    Standard Terms.

Call Option / Call Rights:          The Warrants. Each Warrant issued hereunder
                                    represents a Call Option and a Call Right to
                                    purchase $1,000 of Unit Principal Balance of
                                    the Class A Units and the Initial Notional
                                    Amortizing Balance of the Class B Units
                                    corresponding to the Applicable Class B
                                    Equivalent Amount.

Applicable Class B Equivalent
Amount:                             With respect to each call, redemption,
                                    exchange or other transaction, or portion
                                    thereof, the applicable Unit Principal
                                    Balance of Class A Units (x) divided by the
                                    Initial Unit Principal Balance of the Class
                                    A Units and (y) multiplied by the initial
                                    issued number of Class B Units provided
                                    under "Number of Units " above.

Callable Series:                    All Class A Units and Class B Units issued
                                    hereby are subject to Call Options and Call
                                    Rights granted in favor of Warrantholders.
                                    All Class A Units and the Class B Units are
                                    subject to redemption in the event of a
                                    redemption of the Underlying Securities.

                                    Any Unitholder who receives notice that its
                                    Units are being called or redeemed shall
                                    tender the applicable Units to the Trustee
                                    in accordance with such notice. Any Units
                                    subject to call or redemption shall be
                                    automatically canceled, and in the case of a
                                    call, shall be automatically re-issued to
                                    the applicable Warrantholder without further
                                    action by the applicable Unitholder,
                                    Warrantholder, Trustee or any other person
                                    or entity on the date of redemption or the
                                    Call Date, as applicable. Any failure to so
                                    tender any Unit shall have no force or
                                    effect.

                                    Upon exercise of Warrants, the Call Options
                                    and Call Rights represented by such Warrants
                                    shall be automatically canceled. The
                                    certificate representing such Warrants shall
                                    be deemed to represent the corresponding
                                    Class A Units and Class B Units called by
                                    the exercise thereof. The Trustee shall
                                    distribute the Trust Property to the
                                    Warrantholder as specified in Section 1.2 of
                                    Schedule III, and upon such distribution
                                    such Class A Units and Class B Units shall
                                    be canceled.

First Regular Call Date:            As defined in Schedule III.

Minimum Denomination:               Class A Units:

                                    $25 and $25 increments in excess thereof.
                                    Each $25 of Unit Principal Balance is a
                                    Unit.

                                    Class B Units:

                                    $1,000 Initial Notional Amortizing Balance
                                    and $0.01 (one cent) Initial Notional
                                    Amortizing Balance in excess thereof.

                                    The Minimum Denominations shall not prevent
                                    transfers of fractional Units if such
                                    fractional Units arise due to exercises of
                                    the Warrants, redemptions of the Underlying
                                    Securities or otherwise by operation of this
                                    Trust Agreement.

Cut-off Date:                       Closing Date

Closing Date:                       March 4, 2004

Specified Currency:                 United States dollars

Business Day:                       New York, New York and Chicago, Illinois

Interest                            Rate and Class B Payments: The right of the
                                    Class A Units to accrued interest is pari
                                    passu with the right of the Class B Units to
                                    accrued Class B Payments from accrued
                                    interest on the Underlying Securities.

                                    Class A Units:

                                    The interest rate on the Class A Units is
                                    6.00% per annum on the basis of a 360 day
                                    year consisting of twelve 30 day months.
                                    During a period of deferral with respect to
                                    the Underlying Securities, interest will
                                    continue to accrue on the Unit Principal
                                    Balance of the Class A Units at 6.00% per
                                    annum and interest will accrue on any
                                    deferred interest at 6.00% per annum.

                                    Class B Payments:

                                    On August 15, 2004, $33.2107 ($120,056.80 /
                                    3,615 Class B Units) will be paid on each
                                    Class B Unit and thereafter $37.1300
                                    ($134,225.00 / 3,615 Class B Units) will be
                                    paid on each Class B Unit on each
                                    Distribution Date thereafter, in each case
                                    from interest received on the Underlying
                                    Securities; provided however, if there is a
                                    period of deferral commenced in accordance
                                    with the Underlying Securities, payments on
                                    the Class B Units will be deferred. During a
                                    period of deferral, Class B Payments will
                                    continue to accrue at the above specified
                                    rate on each Class B Unit and interest will
                                    accrue on any deferred Class B Payment at a
                                    rate of 6.345% per annum on the basis of a
                                    360 day year consisting of twelve 30 day
                                    months.

Notice of Interest Deferral:        The Trustee shall provide written notice to
                                    Moody's within 15 days after the Trustee has
                                    notice that the Underlying Security Issuer
                                    has elected to defer interest on the
                                    Underlying Securities.

Interest Reset Period:              Not Applicable

Rating:                             Class A Units:

                                    A1 by Moody's

                                    A- by S&P

                                    Class B Units:

                                    A1 by Moody's

                                    A- by S&P

Rating Agencies:                    Moody's and S&P

Scheduled Final Distribution Date:  February 15, 2034. The Units will have the
                                    same final maturity as the Underlying
                                    Securities.

Prepayment,                         Redemption and Call: The Trust Property is
                                    subject to redemption in accordance with the
                                    terms of the Underlying Securities and as
                                    described in Schedule II. Any such
                                    redemption will cause a redemption of a
                                    corresponding portion of the Class A Units
                                    and the Class B Units.

                                    The Class A Units and the Class B Units are
                                    subject to call in accordance with the
                                    Warrant Terms.

                                    If the Warrants are partially exercised or
                                    if there is a partial redemption of the
                                    Underlying Securities, the Trustee will
                                    randomly select Class A Units to be redeemed
                                    in full from the proceeds of such partial
                                    redemption or called in full from the
                                    proceeds of such partial exercise. The
                                    Trustee will also randomly select Class B
                                    Units for call or redemption in an amount
                                    equal to an Initial Notional Amortizing
                                    Balance of Class B Units corresponding to
                                    the Applicable Class B Equivalent Amount.

Additional Distribution:            Class A Units:

                                    If a Warrantholder exercises Warrants in
                                    connection with a tender offer for
                                    settlement prior to the First Regular Call
                                    Date, each Class A Unit called in connection
                                    with such exercise shall receive, in
                                    addition to principal and accrued interest,
                                    $1.50 per Class A Unit from the proceeds of
                                    the Warrant exercise.

                                    Class B Payments:

                                    If a Warrantholder exercises Warrants, then
                                    the Class B Units designated to be called in
                                    connection with such exercise shall receive
                                    the corresponding portion of the Class B
                                    Present Value Amount, adjusted for accrued
                                    Class B Payments on the Class B Units
                                    otherwise paid.

                                    If the Underlying Security Issuer redeems
                                    Underlying Securities and the previous
                                    paragraph does not apply, then the Class B
                                    Units designated for a redemption in
                                    connection with such redemption of
                                    Underlying Securities shall receive the
                                    amount with respect to the Class B Present
                                    Value Amount allocated for distribution in
                                    accordance with the applicable provisions of
                                    the Distribution Priorities below, paid as
                                    of the date of such redemption as an
                                    additional distribution.

Class B Present Value Amount:       With respect to a date, an amount equal to
                                    the present value of the Future Class B Unit
                                    Payments for such date in respect of the
                                    Applicable Class B Equivalent Amount,
                                    discounted at a rate of 6.345% per annum on
                                    the basis of a 360 day year consisting of
                                    twelve 30 day months.

Future Class B Unit Payments:       With respect to any date, the Class B
                                    Payments on the Applicable Class B
                                    Equivalent Amount, other than Class B
                                    Payments paid prior to such date, that would
                                    have been payable in the amount and at the
                                    times otherwise specified hereunder through
                                    and including the Scheduled Final
                                    Distribution Date without regard to any
                                    call, redemption or other early termination
                                    of the Class B Units.

Warrant Terms:                      The Warrants represent a Call Option and
                                    Call Rights for the Units pursuant to
                                    Section 5.13 of the Standard Terms. Schedule
                                    III provides additional Warrant Terms.

Call Date:                          Specified in Schedule III

Call Price:                         Specified in Schedule III

Warrant Agent:                      LaSalle Bank National Association

Warrantholder:                      A holder of Warrants.

Distribution Dates:                 Each February 15 and August 15, or the next
                                    succeeding Business Day if such day is not a
                                    Business Day, commencing August 15, 2004,
                                    and any other date upon which funds are
                                    available (including without limitation
                                    funds available due to a Trust Wind-Up
                                    Event) for distribution in accordance with
                                    the terms hereof.

                                    If any payment with respect to the
                                    Underlying Securities held by the Trust is
                                    not received by the Trustee by 12 noon (New
                                    York City time) on a Distribution Date, the
                                    corresponding distribution on the Units will
                                    not occur until the next Business Day that
                                    the Trust is in receipt of proceeds of such
                                    payment prior to 12 noon, with no adjustment
                                    to the amount distributed or the Record
                                    Date.

Interest Deferment:                 Interest on the Units will be deferred if
                                    distributions with respect to the Underlying
                                    Securities are deferred. The Underlying
                                    Security Issuer may defer interest or
                                    commence an extension period for up to 10
                                    consecutive semi-annual payment dates on the
                                    Underlying Securities. No extension period
                                    or period of deferral may extend beyond the
                                    stated maturity of the Underlying
                                    Securities.

Distribution Priorities:            Ordinary Distribution Date Priority: On any
                                    Distribution Date as to which only payments
                                    of interest on the Underlying Securities
                                    have been received, or to the extent such
                                    Distribution Date occurs due to receipt of
                                    payments of interest on the Underlying
                                    Securities, the Trustee shall apply amounts
                                    available:

                                    FIRST, to the payment of any accrued and
                                    unpaid interest on the Class A Units and any
                                    accrued and unpaid Class B Payments pro rata
                                    in proportion to the outstanding amount of
                                    accrued and unpaid interest and unpaid
                                    payments on each, and

                                    SECOND, to the payment of any accrued and
                                    unpaid Expense Administrator's Fee.

                                    Exercise of Warrants Priority:

                                    On any Distribution Date occurring in
                                    connection with an exercise of the Warrants,
                                    or to the extent such Distribution Date
                                    occurs due to the exercise of Warrants,
                                    whether in whole or in part, whether or not
                                    such exercise results in a Trust Wind-Up
                                    Event, the Trustee shall apply amounts
                                    available in connection with such exercise
                                    (corresponding to the amounts allocable to
                                    the aggregate Corresponding Underlying
                                    Security Amount related to such exercise):

                                    FIRST, to the payment of any accrued and
                                    unpaid interest on the Class A Units and any
                                    accrued and unpaid Class B Payments being
                                    called pro rata in proportion to the
                                    outstanding amount of accrued and unpaid
                                    interest and unpaid payments on each,

                                    SECOND, to the payment of the outstanding
                                    principal on the Class A Units being called,

                                    THIRD, to the payment of $1.50 on each Class
                                    A Unit called as an Additional Distribution,
                                    if the related Call Date occurs prior to the
                                    First Regular Call Date and occurs in
                                    connection with a tender offer for the
                                    Underlying Securities,

                                    FOURTH, to the payment of the Class B
                                    Present Value Amount with respect to each
                                    Class B Unit called, adjusted for any
                                    accrued Class B Payments paid under Clause
                                    FIRST, as an Additional Distribution on the
                                    Class B Units called,

                                    FIFTH, to the payment of any accrued and
                                    unpaid Expense Administrator's Fee,
                                    including the Expense Administrator
                                    Make-Whole Amount, if any, and

                                    SIXTH, to the exercising Warrantholders, to
                                    the extent such Warrantholders specified or
                                    were deemed to specify that their exercise
                                    was in connection with a redemption of or a
                                    tender offer for the Underlying Securities.

                                    If any exercise of Warrants would result in
                                    the Trust not having sufficient funds to pay
                                    each of items FIRST through FIFTH in full,
                                    notwithstanding any other provision in this
                                    Trust Agreement (including the Additional
                                    Warrants Terms on Schedule III) or the
                                    Warrants, such exercise will be rescinded
                                    pursuant to Section 1.1(h) or Section 1.1(i)
                                    of Schedule III.

                                    Redemptions Priority:

                                    On any Distribution Date occurring in
                                    connection with a redemption of the
                                    Underlying Securities, to the extent such
                                    Distribution Date occurs due to a redemption
                                    of the Underlying Securities and only to the
                                    extent such Distribution Date does not
                                    relate to an exercise of Warrants, whether
                                    or not such redemption results in a Trust
                                    Wind-Up Event, the Trustee shall apply
                                    amounts available in connection with such
                                    redemption (excluding the amounts allocable
                                    to the aggregate Corresponding Underlying
                                    Security Amount related to any exercise of
                                    Warrants provided for above):

                                    FIRST, to the payment of any accrued and
                                    unpaid interest on the Class A Units and any
                                    accrued and unpaid Class B Payments being
                                    redeemed pro rata in proportion to the
                                    outstanding amount of accrued and unpaid
                                    interest and unpaid payments on each,

                                    SECOND, to the payment of the outstanding
                                    principal on the Class A Units being
                                    redeemed,

                                    THIRD, any remaining amounts, if any, to the
                                    payment of the Class B Present Value Amount
                                    with respect to Class B Units redeemed,
                                    adjusted for any accrued Class B Payments
                                    paid under Clause FIRST, as an Additional
                                    Distribution on the Class B Units redeemed,

                                    FOURTH, any remaining amounts, if any, to
                                    the payment of any accrued and unpaid
                                    Expense Administrator's Fee, and

                                    FIFTH, any remaining amounts, if any, to the
                                    Warrantholders, as payment of any Warrant
                                    Termination Payment.

                                    Any amortization or other payment by the
                                    Underlying Security Issuer on the Underlying
                                    Securities shall be treated as a redemption
                                    if not otherwise addressed herein.

                                    Other Trust Wind-Up Events Priority:

                                    On any Distribution Date occurring in
                                    connection with a Trust Wind-Up Event due to
                                    an event or events other than an exercise of
                                    Warrants or a redemption of Underlying
                                    Securities (or to the extent thereof), the
                                    Trustee shall apply amounts available
                                    (excluding the amounts allocable to the
                                    aggregate Corresponding Underlying Security
                                    Amount related to any exercise of Warrants
                                    provided for above or the amounts
                                    distributable in connection with a
                                    redemption as provided for above):

                                    FIRST, to the payment of the claims of the
                                    Class A Units and the Class B Units pro rata
                                    in proportion to the relative claim amounts
                                    of each, and for this purpose the Class A
                                    Units will have a claim equal to their Unit
                                    Principal Balance plus accrued and unpaid
                                    interest, if any and the Class B Units will
                                    have a claim equal to the Class B Present
                                    Value Amount determined as of the date of
                                    termination, in full satisfaction of the
                                    claims of the Class A Units and the Class B
                                    Units,

                                    SECOND, to the payment of any accrued and
                                    unpaid Expense Administrator's Fee, and

                                    THIRD, any remaining amounts are paid to the
                                    Warrantholders, as payment of any Warrant
                                    Termination Payment.

Record Date:                        The Record Date for each Distribution Date
                                    shall be the third Business Day prior to
                                    such Distribution Date, without adjustment
                                    for any change in the Distribution Date due
                                    to the receipt of funds for distribution
                                    after 12 noon, except that in respect of the
                                    final Distribution Date, when distributions
                                    will be made against presentation of the
                                    Units.

Form:                               Global security; except Units re-issued in
                                    connection with an exercise of Warrants.

Depositary:                         DTC

Trustee Fees and Expenses:          As compensation for and in payment of trust
                                    expenses related to its services hereunder
                                    other than Extraordinary Trust Expenses, the
                                    Trustee will receive Trustee Fees on each
                                    Distribution Date in the amount equal to
                                    $2,000. The Trustee Fee shall cease to
                                    accrue after termination of the Trust. The
                                    "Trigger Amount" with respect to
                                    Extraordinary Trust Expenses for the Trust
                                    is $25,000 and the Maximum Reimbursable
                                    Amount is $100,000. The Trustee Fee will be
                                    paid by the Expense Administrator. Expenses
                                    will be reimbursed by the Expense
                                    Administrator in accordance with the Expense
                                    Administration Agreement.

Expense Administrator:              The Trustee will act as Expense
                                    Administrator on behalf of the Trust
                                    pursuant to an Expense Administration
                                    Agreement, dated as of the date of the Trust
                                    Agreement (the "Expense Administration
                                    Agreement"), between the Trustee as Expense
                                    Administrator (the "Expense Administrator")
                                    and the Trust.

                                    The Expense Administrator will receive a fee
                                    equal to $5,500 payable on each Distribution
                                    Date. The Expense Administrator Make-Whole
                                    Amount, if any, shall also be considered
                                    part of the Expense Administrator's fee
                                    hereunder and under the Expense
                                    Administration Agreement. The Amounts
                                    specified in this paragraph are also
                                    referred to as the "Expense Administrator's
                                    Fee".

                                    If a period of deferral occurs, the Expense
                                    Administrator will be entitled to any excess
                                    accrued interest on the Underlying
                                    Securities over the accrual interest on the
                                    Class A Units and accrued Class B Payments
                                    (including accrued interest on deferred on
                                    Class B Payments).

                                    The Expense Administrator will be
                                    responsible for paying the Trustee Fee and
                                    reimbursing certain other expenses of the
                                    Trust in accordance with the Expense
                                    Administration Agreement.

Expense Administrator
Make-Whole Amount:                  Except to the extent such exercise is in
                                    connection with a redemption, if any
                                    exercise of Warrants, together with any
                                    other Warrants exercised on the same Call
                                    Date, is an exercise of less than all
                                    Warrants remaining unexercised, the
                                    applicable Call Price shall include an
                                    amount equal to the present value of a
                                    stream of payments equal to $5,500 payable
                                    on each scheduled Distribution Date
                                    discounted at a rate of 5.0% per annum on
                                    the basis of a 360 day year consisting of
                                    twelve 30 day months from but excluding the
                                    date of such exercise until and including
                                    the Scheduled Final Distribution Date,
                                    assuming for this purpose that the Trust is
                                    not terminated prior to the Scheduled Final
                                    Distribution Date, multiplied by the Unit
                                    Principal Balance of applicable Class A
                                    Units to be called and divided by the
                                    Initial Unit Principal Balance of the Class
                                    A Units.

Listing:                            The Depositor has applied to list the Class
                                    A Units on the New York Stock Exchange.

ERISARestrictions:                  With respect to the Class A Units, no ERISA
                                    restrictions apply. With respect to the
                                    Class B Units, the No Plan Restriction
                                    applies.

QIB Restriction:                    Applicable to the Class B Units only.

Termination:                        If a Trust Wind-Up Event occurs, any
                                    Underlying Securities held by the Trust will
                                    be liquidated (by delivery to the Underlying
                                    Security Issuer in the event of a
                                    redemption, pursuant to the Warrant Terms in
                                    the event of an exercise of the Warrants or
                                    otherwise by sale thereof).

Warrant Termination Payment:        Any amounts available for payment pursuant
                                    to the Distribution Priorities above as a
                                    Warrant Termination Payment.

Tender Offers:                      The Trust will not participate in any tender
                                    offer for the Underlying Securities and the
                                    Trustee will not accept any instructions to
                                    the contrary from the Unitholders, except in
                                    connection with an exercise by a
                                    Warrantholder of Warrants. Any Warrantholder
                                    may exercise Warrants in connection with any
                                    tender offer for the Underlying Securities
                                    and the Trustee may participate in the
                                    tender offer on behalf of an exercising
                                    Warrantholder.

Depositor Optional Exchange:        Depositor Optional Exchange applies to this
                                    Series of Units.

                                    Section 5.12(c)(ii) of the Standard Terms
                                    shall be incorporated herein by replacing
                                    5.12 (c)(ii) with the following: "(ii) such
                                    exchange is to be effected on any
                                    Distribution Date or any date that is 90
                                    days before or after a Distribution Date (or
                                    the succeeding Business Day if such date is
                                    not a Business Day) with 45 days' notice".

                                    Pursuant to 5.12(c)(iii), a corresponding
                                    portion of the Warrants must consent to such
                                    an exchange. The Depositor may satisfy the
                                    consent requirement of the preceding
                                    sentence by tendering a corresponding
                                    portion of Warrants or by delivering
                                    consents from a corresponding portion of
                                    Warrants (including Warrants it owns) or any
                                    combination thereof. Pursuant to
                                    5.12(c)(iii), the Expense Administrator must
                                    consent to such an exchange.

                                    Section 5.12(c)(iv) of the Standard Terms
                                    shall be incorporated herein by adding the
                                    following to Section 5.12(c): "(iv) the
                                    Depositor determines that more than 100
                                    holders of the Class A Units, and only if no
                                    ERISA restrictions apply to the Class B
                                    Units, 100 holders of the Class B Units
                                    independent of the Trust and each other will
                                    remain after such exchange; unless the
                                    Depositor determines that such an exchange
                                    is otherwise consistent with the
                                    restrictions under ERISA and Section 4975 of
                                    the Internal Revenue Code of 1986."

Optional Exchange
Under Warrants:                     A Call Notice under Schedule III shall also
                                    constitute a notice of and a demand to
                                    exchange each of the Units acquired pursuant
                                    to the related exercise for a corresponding
                                    portion of Trust Property pursuant to
                                    Section 5.12(d) of the Standard Terms. Such
                                    notice and demand may only be revoked or
                                    rescinded to the extent that the related
                                    exercise is revoked or rescinded and the
                                    settlement of the Optional Exchange shall be
                                    the Exercise Date.

                                    Trust Property distributable to a
                                    Warrantholder who has acquired Units by
                                    exercise in connection with a tender offer
                                    or redemption as addressed in Section 1.1(i)
                                    of Schedule III, shall be the Trust Property
                                    specified in Section 1.1(i) of Schedule III
                                    payable in the manner specified in the
                                    Distribution Priority.

Terms of Retained Interest:         Notwithstanding any other provision herein
                                    or in the Standard Terms, the Depositor
                                    retains the right to receive any and all
                                    interest that accrues on the Underlying
                                    Securities prior to the Closing Date. The
                                    Depositor will receive such accrued interest
                                    on the first Distribution Date (or
                                    redemption date or Call Date if earlier) for
                                    the Units and such amount shall be paid from
                                    the interest payment made with respect to
                                    the Underlying Securities on the first
                                    Distribution Date.

                                    The amount of the Retained Interest is
                                    $199,287.

                                    If a deferral period on the Underlying
                                    Securities occurs before the retained
                                    interest is scheduled to be paid, the
                                    Depositor shall be entitled to interest on
                                    the otherwise payable Retained Interest at
                                    the rate of 6.345% per annum on the basis of
                                    a 360 day year consisting of twelve 30 day
                                    months as part of the Retained Interest.

                                    If an Underlying Security Default occurs on
                                    or prior to the first Distribution Date and
                                    the Depositor does not receive such Retained
                                    Interest amount in connection with such
                                    Distribution Date, the Depositor will have a
                                    claim for such Retained Interest, and will
                                    share pro rata with holders of the Units to
                                    the extent of such claim in the proceeds
                                    from the recovery on the Underlying
                                    Securities.

Sale of Underlying Securities:      In connection with any sale of the
                                    Underlying Securities by the Selling Agent
                                    pursuant to the terms hereof, if a
                                    Warrantholder is not an affiliate of the
                                    Selling Agent, the Selling Agent will extend
                                    a right of first refusal to each such
                                    Warrantholder to purchase the Underlying
                                    Securities at the highest bid received by
                                    the Selling Agent.

                                    If more than one Warrantholder exercises
                                    such right of first refusal, Underlying
                                    Securities will be sold to each exercising
                                    Warrantholder in proportion to the number of
                                    Warrants held by such Warrantholder;
                                    provided, that if only one Warrantholder
                                    exercises such right of first refusal, such
                                    Warrantholder shall be entitled to purchase
                                    any or all of the Underlying Securities to
                                    be sold by the Selling Agent.

Selling Agent:                      Morgan Stanley & Co. Incorporated.

Rating Agency Condition:            The definition of Rating Agencies Condition
                                    in the Standard Terms shall not apply and
                                    the following shall apply instead:

                                    "Rating Agency Condition": With respect to
                                    any specified action or determination, means
                                    receipt of (i) written confirmation by
                                    Moody's (if the Units are rated by Moody's,
                                    for so long as the Units are outstanding and
                                    rated by Moody's) and (ii) written
                                    confirmation by S&P (if the Units are rated
                                    by S&P, for so long as the Units are
                                    outstanding and rated by S&P), that such
                                    specified action or determination will not
                                    result in the reduction or withdrawal of
                                    their then-current ratings on the Units.
                                    Such confirmation may relate either to a
                                    specified transaction or may be a
                                    confirmation with respect to any future
                                    transactions which comply with generally
                                    applicable conditions published by the
                                    applicable rating agency.

Voting:                             With respect to any voting or other rights
                                    of any Unitholder or Class of Units based on
                                    the Unit Principal Balance or denomination
                                    of the applicable Units, each Class B
                                    Unitholder shall be treated as holding Units
                                    with a Unit Principal Balance or
                                    denomination equal to the Class B Present
                                    Value Amount of the Class B Units held by
                                    such Class B Unitholder as of the applicable
                                    Record Date or date of determination.

Unit Principal Balance:             Except with respect to the "Voting"
                                    provision above, when the Unit Principal
                                    Balance is used with respect to the Class B
                                    Units, it shall be deemed to mean "Initial
                                    Notional Amortizing Balance".

Amendments:                         Notwithstanding anything to the contrary in
                                    the Standard Terms, amendments to the
                                    Warrants and to Schedule III hereof shall be
                                    governed by Section 7.02 of the Standard
                                    Terms. For the avoidance of doubt, the terms
                                    of the Warrant and Schedule III may not be
                                    amended without consent of all
                                    Warrantholders.

Additional Terms:                   Section 12.10 of the Standard Terms shall
                                    apply as modified below to include the
                                    Warrantholders:

                                    "Prior to the date that is one year and one
                                    day after all distributions in respect of
                                    the Units have been made, none of the
                                    Trustee, the Trust, the Depositor or the
                                    Warrantholders shall take any action,
                                    institute any proceeding, join in any action
                                    or proceeding or otherwise cause any action
                                    or proceeding against any of the others
                                    under the United States Bankruptcy Code or
                                    any other liquidations, insolvency,
                                    bankruptcy, moratorium, reorganization or
                                    similar law ("Insolvency Law") applicable to
                                    any of them, now or hereafter in effect, or
                                    which would be reasonably likely to cause
                                    any of the others to be subject to, or seek
                                    the protection of, any such Insolvency Law."

Compliance Certificate:             The Trustee will provide to the Depositor an
                                    appropriate compliance certificate in
                                    connection with the annual report of the
                                    Depositor and/or the Trust and, upon the
                                    reasonable request of the Depositor, at
                                    other times, with respect to the Trustee's
                                    compliance with its duties and obligations
                                    under this Trust Agreement. A form of such
                                    certification is attached as Annex A.

Distribution Reports:          The Trustee shall file each distribution
                                    report on Form 8-K within 15 days of the
                                    related Distribution Date. Each such
                                    distribution report or Form 8-K shall
                                    contain text substantially similar to the
                                    following:

                                    The underlying security issuer or guarantor,
                                    as applicable, is subject to the
                                    informational requirements of the Exchange
                                    Act. The underlying security issuer or
                                    guarantor, as applicable, currently files
                                    reports, proxy statements and other
                                    information with the SEC. Those periodic
                                    reports, current reports and other reports
                                    and other information can be inspected and
                                    copied at the public reference facilities
                                    maintained by the SEC at Room 1024, 450
                                    Fifth Street, N.W., Washington, D.C. 20549.
                                    Copies of those materials can be obtained by
                                    making a written request to the SEC, Public
                                    Reference Section, 450 Fifth Street, N.W.,
                                    Washington, D.C. 20549, at prescribed rates.
                                    The SEC also maintains a website on the
                                    internet at http://www.sec.gov at which
                                    users can view and download copies of
                                    reports, proxy, information statements and
                                    other information filed electronically. In
                                    addition, those reports and other
                                    information may also be obtained from the
                                    underlying security issuer by making a
                                    request to the underlying security issuer.

Fiscal Year:                        The fiscal year of the Trust shall be the
                                    calendar year and end each December 31.



<PAGE>


                                                           ANNEX A TO SCHEDULE I

                        LASALLE BANK NATIONAL ASSOCIATION

                     ABS ANNUAL REPORT BACKUP CERTIFICATION


               In connection with the preparation and delivery of the annual
report on Form 10-K of MS Structured Asset Corp. for the fiscal year ending
December 31, and the certifications given on behalf of SATURNS Trust No. 2004-4
with respect thereto, the undersigned hereby certifies that he is a duly elected
[ ] of LaSalle Bank National Association and further certifies in his capacity
as such as follows:

1. LaSalle Bank National Association has prepared all distribution reports with
respect to each distribution date for SATURNS Trust No. 2004-4 and has filed a
copy of such reports on Form 8-K during the fiscal year as described on Exhibit
A hereto.

2. I have reviewed all reports on Form 8-K containing distribution reports filed
in respect of periods included in the fiscal year covered by the annual report
of MS Structured Asset Corp. on behalf of SATURNS Trust 2004-4;

3. I am familiar with the operations of LaSalle Bank National Association with
respect to the SATURNS program and SATURNS Trust 2004-4 and the requirement
imposed by the trust agreement;

4. Based on my knowledge, the information in the distribution reports, taken as
a whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by the annual report;

5. Based on my knowledge, the information required to be provided under each
trust agreement, for inclusion in these reports, is included in these reports;

6. Based on my knowledge, and except as disclosed in the reports, the trustee
has fulfilled its obligations, including any servicing obligations, under the
trust agreement.

7. Based on my knowledge, and except as disclosed in the reports, there are no
material legal proceedings with respect to any trust, involving the trust or
LaSalle Bank National Association as trustee.



                                  By:
                                     ----------------------------------------
                                  Name:
                                  Title:
                                  Date:


<PAGE>

<TABLE>
<CAPTION>

                                                             EXHIBIT A TO ANNEX A TO SCHEDULE I



------------ -------- ----------------------- ------------------------------ ----------------------
 SATURNS     Closing        Collateral             Payment Dates                Form 8-K Filing
Trust No.:    Date                                                             Dates (Not Trust
                                                                             Agreement Filings in
                                                                                connection with
                                                                                 Closing Date)


                                                                                  For FY [ ]
------------ -------- ----------------------- ------------------------------ ----------------------
<C>          <C>                                     <C>                        <C>
2004-4       2/26/04  Goldman Sachs Capital I    February 15 and August 15
------------ -------- ----------------------- ------------------------------ ----------------------

------------ -------- ----------------------- ------------------------------ ----------------------

------------ -------- ----------------------- ------------------------------ ----------------------

------------ -------- ----------------------- ------------------------------ ----------------------

------------ -------- ----------------------- ------------------------------ ----------------------

------------ -------- ----------------------- ------------------------------ ----------------------

------------ -------- ----------------------- ------------------------------ ----------------------

------------ -------- ----------------------- ------------------------------ ----------------------
</TABLE>





<PAGE>


                                      II-2



                                   Schedule II
                            (Terms of Trust Property)

Underlying Securities:              Goldman Sachs Capital I 6.345% trust
                                    preferred capital securities due February
                                    15, 2034.

Underlying Guarantor
Debentures:                         Goldman Sachs Group, Inc. 6.345% Junior
                                    Subordinated Debentures due February 15,
                                    2034. If the Underlying Security Guarantor
                                    causes the Underlying Securities to be
                                    exchanged for the Junior Subordinated
                                    Debenture Underlying Security, such Junior
                                    Subordinated Debenture shall be deemed to be
                                    the Underlying Security and such exchange
                                    shall not be treated as a redemption of the
                                    Underlying Securities.

Underlying Security Issuer:         Goldman Sachs Capital I

Underlying Security Guarantor:      Goldman Sachs Group, Inc.

Principal Amount:                   $81,000,000

Underlying Security Rate:           6.345%. Interest payments on the underlying
                                    securities may be deferred for up to 10
                                    consecutive semi-annual payment dates at the
                                    option of the Underlying Security Guarantor.

Credit Ratings:                     A1 by Moody's

                                    A- by S&P

Listing:                            None

Underlying Security
Issuance Agreement:                 An amended and restated trust agreement
                                    dated as of February 6, 2004, as
                                    supplemented and amended from time to time,
                                    between the Underlying Security Guarantor
                                    and the Underlying Security Trustee.

Form:                               Global

Currency of
Denomination:                       United States dollars

Acquisition Price by Trust:         $81,765,000

Underlying Security
Payment Date:                       Each February 15 and August 15

Original Issue Date:                The Underlying Securities were originally
                                    issued on or about February 6, 2004 under
                                    the Securities Act of 1933 in a principal
                                    amount of $2,750,000,000.

Maturity Date:                      February 15, 2034

Sinking Fund Terms:                 Not Applicable

Redemption Terms:                   As described in the Underlying Securities
                                    Issuance Agreement, the Underlying
                                    Securities are redeemable, as a whole at any
                                    time, or in part from time to time, at the
                                    option of the Underlying Security Issuer.
                                    Upon a "tax event" or "investment company
                                    event", the Underlying Security Issuer may
                                    redeem the Underlying Securities for a
                                    redemption price equal to the principal
                                    amount plus accrued interest, if any.

CUSIP No.:/ISIN No.                 38143VAA7

Underlying Security Trustee:        The Bank of New York



<PAGE>


                                  Schedule III
                            ADDITIONAL WARRANT TERMS

                                    ARTICLE I
                              EXERCISE OF WARRANTS


        Section 1.1   Principal Terms.

        (a)    Call Price.

        The Call Price per Warrant is the sum of (i)(a) $1,000 (corresponding to
40 $25.00 Class A Units) or (b) if such exercise is in connection with a tender
offer for Underlying Securities held by the Trust for settlement prior to the
First Regular Call Date, $1,060 ($26.50 per Class A Unit), (ii) the applicable
Class B Present Value Amount (which will be adjusted for any accrued Class B
Payments on the Class B Units payable under (iii)), (iii) accrued and unpaid
interest on the applicable Class A Units and accrued and unpaid Class B Payments
on the applicable Class B Units being called and (iv) the applicable Expense
Administrator Make-Whole Amount. For the avoidance of doubt, such amounts shall
include accruals on deferred amounts.

        (b)    Call Dates.

        A Warrantholder may designate as a Call Date (i) any Business Day from
and including 9:00 a.m. New York time on the First Regular Call Date, to and
including 4:00 p.m. New York time on the Expiration Date and (ii) any Business
Day prior to the First Regular Call Date as a Call Date, but only if notice of
redemption or tender offer has been delivered by the Underlying Security Issuer
with regard to the Underlying Securities held by the Trust.

        Except as otherwise provided in this paragraph, a Warrantholder shall
give notice of its intention to exercise Warrants and related designation of a
Call Date on not less than 15 or more than 60-calendar days' notice. If the
Underlying Security Issuer has given notice of redemption with respect to the
Underlying Securities or if a tender offer is outstanding for the Underlying
Securities, a Warrantholder may give notice of its intention to exercise
Warrants and related designation of a Call Date with two Business Days notice
prior to the Call Date but no later than 4:00 p.m. New York City time on the
second Business Day immediately preceding the then-scheduled settlement of the
tender offer or redemption.

        (c) Expiration Date. The Scheduled Final Distribution Date.

        (d) First Regular Call Date. March 4, 2009.

        (e) Corresponding Underlying Security Amount. The product of (x) the
applicable number of Warrants, (y) $1,000 and (z) the Security Factor.

        (f) Security Factor. The aggregate principal amount of Underlying
Securities initially held by the Trust divided by the Initial Unit Principal
Balance of the Class A Units.

        (g) Call Notice.

        Each exercising Warrantholder shall deliver a notice in the form of
Exhibit B to the Trustee and the Warrant Agent, including the certification of
solvency specified therein, prior to the Call Date. Each such Call Notice must
specify exercise of either (i) all Warrants the notifying Warrantholder owns or
(ii) at least 250 Warrants.

        A Call Notice also constitutes a notice of exchange of the Class A Units
and the Class B Units to be obtained by a Warrantholder as a result of such
exercise for Trust Property pursuant to Section 5.12(d) of the Standard Terms.

        (h) Automatic Rescission of Exercise.

        Delivery of a Call Notice does not give rise to an obligation on the
part of the Warrantholder to pay the Call Price. With respect to each Warrant
exercised, if by 4 p.m. New York time on the Business Day prior to the Call Date
the applicable Warrantholder has not paid the applicable Call Price for a
Warrant to the Warrant Agent, except to the extent the Call Notice relates to a
tender offer or redemption of Underlying Securities addressed in Section 1.1(i)
below, then the exercise of the applicable Warrant shall be automatically
rescinded, the applicable Warrant shall be reinstated, no Call Date with respect
thereto shall be deemed to have occurred and no Call Notice deemed given, and
the applicable Warrantholder shall be entitled to exercise such reinstated
Warrants in the future.

        (i) Tender Offer and Redemption.

        Each Warrantholder shall specify in its Call Notice if its exercise is
in connection with a redemption or tender offer if the specified Call Date will
occur on or after the First Regular Call Date. Any Warrantholder giving a Call
Notice with respect to a Call Date prior to the First Regular Call Date shall be
deemed to specify that it is exercising its Warrants in connection with a tender
offer or redemption.

        A Warrantholder specifying or deemed to specify that it is exercising
its Warrants in connection with a tender offer for or a redemption of the
Underlying Securities shall be deemed to instruct the Trustee to tender the
applicable Corresponding Underlying Security Amount in connection with such
redemption or tender offer.

        To the extent Underlying Securities corresponding to such a deemed
instruction to tender are not accepted by the tender offeror or Underlying
Security Issuer and paid for in accordance with the terms of the tender offer or
redemption, a corresponding number of Warrants shall be reinstated, with
exercise thereof rescinded, no Call Date with respect thereto shall be deemed to
have occurred and no Call Notice deemed given, with the number of such
reinstated Warrants to be allocated among the Warrantholders specifying or
deemed to specify exercise in connection with such tender offer or redemption in
proportion to the number of Warrants initially so exercised by each, and each
such Warrantholder shall be entitled to exercise such reinstated Warrants in the
future. The Warrant Agent shall determine such allocation by notice to the
applicable Warrantholders.

        A Warrantholder specifying or deemed to specify that it is exercising
its Warrants in connection with a tender offer for or a redemption of the
Underlying Securities, to the extent such exercise is not rescinded, shall be
entitled to Trust Property in an amount equal to the proceeds of the tender
offer or redemption allocable to the applicable Corresponding Underlying
Security Amount in excess of the aggregate Call Price for the applicable number
of Warrants.

        If the Warrant Agent receives a Call Notice or Call Notices with respect
to Warrants with an aggregate Corresponding Underlying Security Amount that is
less than the aggregate principal amount of Underlying Securities held by the
Trust subject to redemption, the Warrant Agent shall determine by notice to the
applicable Warrantholders which Warrants are to be terminated in connection with
such redemption by allocating the termination of Warrants pro rata among
remaining Warrantholders (including exercising Warrantholders holding
unexercised Warrants) in proportion to their holdings of unexercised Warrants.
Warrants so terminated shall be entitled to the applicable Warrant Termination
Payment.

        If the Warrant Agent receives no Call Notices with respect to a
redemption of Underlying Securities, a number of Warrants equal to the aggregate
principal amount of Underlying Securities held by the Trust that are redeemed
divided by the product of (x) the Security Factor and (y) $1,000, shall be
terminated. The Warrant Agent shall determine by notice to the applicable
Warrantholders which Warrants are to be terminated by allocating such
termination among Warrantholders in proportion to the number of Warrants held by
each. Warrants so terminated shall be entitled to the applicable Warrant
Termination Payment.

        Whenever the Warrant Agent is obligated to allocate the termination of
Warrants pro rata, and this allocation would result in some Warrants being
partially terminated, the Warrant Agent shall randomly re-allocate terminations
to the extent necessary to ensure that only whole Warrants are terminated or
such that only one Warrant is partially terminated.

        (j) Payment of Call Price.

        Except with respect to Warrants exercised or deemed exercised in
connection with a redemption of or tender offer for the Underlying Securities,
each exercising Warrantholder shall deposit the applicable Call Price for all
Warrants exercised by it with the Warrant Agent no later than the Business Day
prior to settlement of exercise.

        The Warrant Agent shall notify the Trustee immediately upon its receipt
of payment of the applicable Call Price. The Warrant Agent shall transfer the
amount of any paid Call Price to the Trustee in immediately available funds, for
deposit in the Unit Account and application pursuant to the other terms of this
Trust Agreement no later than 4 p.m. New York time on the Business Day preceding
the Call Date and, pending such transfer, shall hold such amount for the benefit
of the Warrantholder in a segregated trust account.

        (k) Appointment of Warrant Agent.

        The Depositor hereby appoints the Warrant Agent as agent to (i) receive
for the benefit of the Warrantholders pending payment to the Trust in connection
with exercise of the Warrants from time to time, the Call Price amounts paid to
the Warrant Agent, (ii) receive for the benefit of the Warrantholders, in
connection with exercise of the Warrants from time to time, the Units deemed
tendered to the Trust pursuant to Section 1.2, and the Trust Property received
pursuant to the related Optional Exchange pending delivery thereof to the
relevant Warrantholders and (iii) otherwise act on behalf of and for the benefit
of the Trust, the Unitholders and the Warrantholders for purposes of this
Agreement, and the Warrant Agent accepts such appointment for itself and its
successors and assigns, subject to the terms and provisions hereof.

        (l) Alternative Exercise.

        Notwithstanding any other provision of this Trust Agreement, in
connection with any exercise of Warrants, if the Warrantholder beneficially owns
Class B Units on the date of such exercise, the portion of the Warrant exercise
equal to an amount corresponding to the amount of the Class B Units the
Warrantholder beneficially owns shall be designated as an "Alternative
Exercise". With respect to any portion of an exercise required to be designated
as an Alternative Exercise, the Warrantholder shall reduce the Call Price by the
corresponding value of Class B Units it beneficially owns and such Class B Units
shall be exchanged for Trust Property in connection with such Alternative
Exercise. No Class B Units will be deemed reissued to the Warrantholder or
called in connection with such Alternative Exercise.

        As with an exercise that is not an Alternative Exercise, the "Callable
Series" provisions shall automatically cancel and re-issue Class A Units to the
Warrantholder, the notice of exercise shall constitute a notice of exchange of
the acquired Class A Units together with the applicable beneficially owned Class
B Units subject to such Alternative Exercise for Trust Property under the
"Optional Exchange Under Warrants" provisions, and any such notice of exchange
may only be revoked or rescinded to the extent the exercise as to Class A Units
is revoked or rescinded as specified in the "Optional Exchange Under Warrants"
provisions.

        All other provisions of this Trust Agreement shall be appropriately
construed to give effect to the purposes of this subsection.

        Section 1.2 Delivery of Units. As soon as practicable after each
surrender of Warrants in whole or in part on the Call Date and upon satisfaction
of all other requirements described in the Warrants and in Section 1.1 hereof,
the Warrant Agent shall instruct the Trustee to confirm that the transfer
specified under the "Callable Series" provisions of Schedule I has occurred and
to cause a distribution of Trust Property to the Warrantholder as an Optional
Exchange taking into account Section 1.1(i) above, if applicable. A surrender of
the Warrants shall be deemed to be a simultaneous surrender of the Class A Units
and Class B Units acquired in exchange therefor.

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

        In each case, the Trustee shall act in accordance with such
instructions.

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

        Section 1.4 No Rights as Holder of Units Conferred by Warrants. Each
Warrantholder agrees that the Warrants do not represent an ownership interest in
the Trust or its assets and that none of them shall treat the Warrants as an
ownership interest in the Trust for any purpose.

                                   ARTICLE II
                            RESTRICTIONS ON TRANSFER


        Section 2.1 Restrictive Legends. Each Warrant (including each Warrant
issued upon the transfer of any Warrant) shall be issued with a legend in
substantially the form contained in Exhibit A hereto.

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

                                   ARTICLE III
                   REGISTRATION AND TRANSFER OF WARRANTS, ETC.


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

        Section 3.2 Transfer and Exchange of Warrants. (a) No Warrant may be
offered, resold, assigned or otherwise transferred (including by pledge or
hypothecation) at any time except in accordance with this Section 3.2.

        (1) Any purchaser or transferee of the Warrants shall represent that it
is (A) a "qualified institutional buyer" as defined in Rule 144A under the
Securities Act that (1) is not a broker-dealer that owns and invests on a
discretionary basis less than $25 million in securities of issuers that are not
affiliated persons of the dealer and (2) is not a plan referred to in paragraph
(a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A or a trust fund referred to in
paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan, if
investment decisions with respect to the plan are made by the beneficiaries of
the plan, (B) aware that the sale or transfer of the Warrants to it may be made
to it in reliance on the exemption from registration provided by Rule 144A under
the Securities Act and (C) acquiring the Warrants for its own account or for one
or more accounts, each of which is a qualified institutional buyer, and as to
each of which the purchaser or transferee exercises sole investment discretion,
and in each case in accordance with any applicable securities laws of any state
of the United States and other jurisdictions.

        (2) Warrants may not be purchased, held by or transferred to any Person
unless that Person is not a Plan, is not a governmental or other plan subject to
restrictions substantially similar to Title I of ERISA or Section 4975 of the
Code, and is not acquiring the Warrants with the assets of any such Plan or
other plan. Each Person who acquires any Warrant, and each fiduciary which
causes any such Person to acquire any Warrant, in its individual as well as its
fiduciary capacity, will be deemed by such purchase, holding or acquisition, on
each date on which the Warrant is held by such person, to have represented that
it is not a Plan or any governmental or other plan subject to requirements
substantially similar to Title I of ERISA or Section 4975 of the Code and is not
using the assets of any such Plan to purchase those Warrants. Each Person that
acquires a Warrant, and each fiduciary who causes a person to acquire a Warrant,
in its individual as well as its fiduciary capacity, agrees to indemnify and
hold harmless the Depositor, the Trustee, the Warrant Agent, MS&Co., each
Distribution Participant and their respective affiliates from any cost, damages,
loss or expense, incurred by them as a result of the representations contained
in this Section 3.2(a)(2) not being true.

        (b) Upon surrender of any Warrant for registration of transfer or for
exchange to the Warrant Agent, the Warrant Agent shall (subject to compliance
with Section 3.2(a)) promptly execute and deliver, and cause the Trustee, on
behalf of the Trust, to execute and deliver, in exchange therefor, a new Warrant
of like tenor and evidencing a like number of Warrants, in the name of such
Warrantholder or as such Warrantholder (upon payment by such Warrantholder of
any applicable transfer taxes or government charges) may direct; provided that
as a condition precedent for transferring the Warrants, the prospective
transferee shall deliver to the Trustee and the Depositor an executed copy of
the Transfer Letter in the form of Exhibit C hereto.

        (c) Any purported transfer of the Warrants (or any interest therein) in
violation of Section 3.2(a)(1) or Section 3.2(a)(2) hereof shall be void ab
initio and the purported transferee in such transfer shall not be recognized by
any Person as a holder of such Warrants for any purpose. The Depositor and the
Trustee shall each have the power to sell the Warrants (or any interest therein)
of a purported Warrantholder (or owner of any interest therein) who acquired its
interest in violation of Section 3.2(a)(1) or Section 3.2(a)(2) or who continues
to hold Warrants in violation of Section 3.2(a)(2).

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

        Section 3.4   Execution and Delivery of Warrants by Trustee;
                      Authentication.

        The Trustee agrees and acknowledges that it will, concurrently with the
receipt by it of the Underlying Securities and the execution, authentication and
delivery of Units, cause to be executed, authenticated and delivered to or upon
the order of the Depositor, Warrants duly executed and authenticated by or on
behalf of the Trustee.

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

        Upon surrender for registration of transfer of any Warrant at the office
or agency of the Trustee, if the requirements of Section 8-401 of the Uniform
Commercial Code are met to the Trustee's satisfaction, and subject to the
transfer restrictions set forth in this Schedule III, the Trustee shall execute,
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Warrants. All transfers of Warrants are subject to
the approval of the Trustee and the Trustee shall not register any transfer of
Warrants if such transfer would violate any provision of the Trust Agreement.

        Section 3.5 Federal Income Tax Matters. Each Warrantholder agrees to
treat each Warrant as a call option for federal income tax purposes.

                                   ARTICLE IV
                                  WARRANT AGENT


        Section 4.1 Limitation on Liability. The Warrant Agent shall be
protected and shall incur no liability for or in respect of any action taken,
suffered or omitted by it in connection with its administration of the Warrants
in reliance upon any instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent, certificate,
statement or other paper or document in good faith believed by it to be genuine
and to be signed, executed and, where necessary, verified and acknowledged, by
the proper Person or Persons. The Warrant Agent and any director, officer,
employee or agent of the Warrant Agent shall be indemnified by the Depositor to
the same extent that the Trustee is indemnified by the Depositor pursuant to
Section 10.05(b) of the Standard Terms.

        Section 4.2 Duties of Warrant Agent. The Warrant Agent undertakes only
the specific duties and obligations imposed hereunder upon the following terms
and conditions, by all of which the Depositor, the Trust, the Trustee and each
Warrantholder shall be bound:

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

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

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

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

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

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

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

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

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

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

        (k) The Warrant Agent shall not be required to expend or risk its own
funds or otherwise incur financial liability in the performance of its duties
hereunder and shall not be under any obligation or duty to institute, appear in
or defend any action, suit or legal proceeding in respect hereof, in each case
unless first indemnified to its satisfaction, but this provision shall not
affect the power of the Warrant Agent to take such action as the Warrant Agent
may consider proper, whether with or without such indemnity. The Warrant Agent
shall promptly notify the Depositor and the Trustee in writing of any claim made
or action, suit or proceeding instituted against it arising out of or in
connection with the Warrants.
        (l) The Trustee will perform, execute, acknowledge and deliver or cause
to be performed, executed, acknowledged and delivered all such further acts,
instruments and assurances as may be required by the Warrant Agent in order to
enable it to carry out or perform its duties hereunder.

        Section 4.3 Change of Warrant Agent. The Warrant Agent may resign and be
discharged from its duties hereunder upon thirty (30) days' notice in writing
mailed to the Depositor and the Trustee by registered or certified mail, and to
the Warrantholders by first-class mail at the expense of the Depositor; provided
that no such resignation or discharge shall become effective until a successor
Warrant Agent shall have been appointed hereunder. The Depositor may remove the
Warrant Agent or any successor Warrant Agent upon thirty (30) days' notice in
writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may
be, and to the Warrantholders by first-class mail; provided further that no such
removal shall become effective until a successor Warrant Agent shall have been
appointed hereunder. If the Warrant Agent shall resign or be removed or shall
otherwise become incapable of acting, the Depositor shall promptly appoint a
successor to the Warrant Agent, which may be designated as an interim Warrant
Agent. If an interim Warrant Agent is designated, the Depositor shall then
appoint a permanent successor to the Warrant Agent, which may be the interim
Warrant Agent. If the Depositor shall fail to make such appointment of a
permanent successor within a period of thirty (30) days after such removal or
within sixty (60) days after notification in writing of such resignation or
incapacity by the resigning or incapacitated Warrant Agent or by the
Warrantholder, then the Warrant Agent or registered Warrantholder may apply to
any court of competent jurisdiction for the appointment of such a successor.

        Any successor to the Warrant Agent appointed hereunder must be rated in
one of the four highest rating categories by the Rating Agencies. Any entity
which may be merged or consolidated with or which shall otherwise succeed to
substantially all of the trust or agency business of the Warrant Agent shall be
deemed to be the successor Warrant Agent without any further action.

        Section 4.4 Warrant Agent Transfer Fee. The Warrant Agent will assess a
fee of $50.00 upon the issue of any new Warrant, such fee to be assessed upon
the new Warrantholder.



<PAGE>


                                                       EXHIBIT A TO SCHEDULE III

                           FORM OF WARRANT CERTIFICATE

              STRUCTURED ASSET TRUST UNIT REPACKAGINGS ("SATURNS")
                                  SERIES 2004-4
                                    WARRANTS


               EACH PURCHASER OR OTHER TRANSFEREE OF THIS WARRANT OR ANY
INTEREST HEREIN OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, IS DEEMED TO
REPRESENT AND WARRANT FOR THE BENEFIT OF THE TRUSTEE AND THE DEPOSITOR OF THE
TRUST, AND EACH DISTRIBUTION PARTICIPANT AS DEFINED IN THE TRUST AGREEMENT THAT
SUCH PURCHASER OR OTHER TRANSFEREE IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND OF THE TYPE SET FORTH IN THE
WARRANT TRANSFER LETTER.

               THE HOLDER, AND EACH FIDUCIARY WHICH CAUSES ANY PERSON TO ACQUIRE
ANY WARRANT, IN ITS INDIVIDUAL AS WELL AS ITS FIDUCIARY CAPACITY, WILL BE DEEMED
BY SUCH PURCHASE, HOLDING OR ACQUISITION, ON EACH DATE ON WHICH THE WARRANT IS
HELD BY SUCH PERSON, TO HAVE REPRESENTED THAT IT IS NOT A (I) "EMPLOYEE BENEFIT
PLAN" (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA")) SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF TITLE I OF ERISA, (II) "PLAN" DESCRIBED IN SECTION 4975(E)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") SUBJECT TO SECTION
4975 OF THE CODE, (III) ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY OR OTHERWISE OR (IV) GOVERNMENTAL
OR OTHER PLAN SUBJECT TO REQUIREMENTS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA
OR SECTION 4975 OF THE INTERNAL REVENUE CODE.

               EACH PERSON THAT ACQUIRES A WARRANT, AND EACH FIDUCIARY WHO
CAUSES A PERSON TO ACQUIRE A WARRANT, IN ITS INDIVIDUAL AS WELL AS ITS FIDUCIARY
CAPACITY, AGREES TO INDEMNIFY AND HOLD HARMLESS THE DEPOSITOR, THE WARRANT
AGENT, THE TRUSTEE, MS&CO. AND THEIR RESPECTIVE AFFILIATES FROM ANY COST,
DAMAGES, LOSS OR EXPENSE, INCURRED BY THEM AS A RESULT OF THE REPRESENTATIONS
MADE BY SUCH PERSON OR FIDUCIARY IN THIS PARAGRAPH NOT BEING TRUE.

               THIS WARRANT MAY BE SUBJECT TO ADDITIONAL RESTRICTIONS ON
TRANSFER AS PROVIDED IN THE TRUST AGREEMENT FOR THE TRUST TO WHICH THIS WARRANT
RELATES.

               Any purported transfer of this Warrant certificate (or any
interest herein) in violation of Section 3.2(a)(1) or Section 3.2(a)(2) of
schedule iii to the trust agreement shall be void ab initio and the purported
transferee in such transfer shall not be recognized by any Person as a holder of
such Warrants for any purpose. The Depositor and the Trustee shall each have the
power to sell the Warrants (or any interest herein) of a purported Warrantholder
(or owner of any interest herein) who acquired its interest in violation of
Section 3.2(a)(1) or Section 3.2(a)(2) of schedule iii to the trust agreement or
who continues to hold Warrants in violation of Section 3.2(a)(2) of schedule iii
of the trust agreement.

               THIS WARRANT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


Warrant No. 1                                     CUSIP No. 80411Y118

REGISTERED INITIAL NUMBER: 81,000

AGGREGATE INITIAL NUMBER
OF ALL WARRANTS:  81,000


              STRUCTURED ASSET TRUST UNIT REPACKAGINGS ("SATURNS")
                                  SERIES 2004-4
                                    WARRANTS

               This certifies that [ ] is the registered owner of Warrants in
the number specified above.

               The Trust Property will be held in trust by the Trustee
identified in the Trust Agreement (the "Trust"). The Trust has been created
pursuant to a Trust Agreement, dated as of March 4, 2004 (the "Trust
Agreement"), between LaSalle Bank National Association, as Trustee of the Trust
(the "Trustee"), and MS Structured Asset Corp.

               To the extent not defined herein, all capitalized terms shall
have the meanings assigned to such terms in the Trust Agreement and the Terms
Schedule attached thereto. This Warrant is one of the Warrants described in the
Trust Agreement and is issued under and subject to the terms, provisions and
conditions of the Trust Agreement. By acceptance of this Warrant, the
Warrantholder assents to and becomes bound by the Trust Agreement.

               Each Warrant issued by the Trust represents a Call Option and
Call Right to purchase $1,000 Unit Principal Balance of Class A Units and the
Applicable Class B Equivalent Amount. Exercises on this Certificate will be made
in accordance with a written notice to the Warrant Agent specified 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 during normal business hours at
the Corporate Trust Office of the Trustee, located at 135 South LaSalle Street,
Suite 1625, Chicago, Illinois 60603 and at such other places, if any, designated
by the Trustee, by any Warrantholder upon request.

               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.

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

               IN WITNESS WHEREOF, the Trustee, on behalf of the Trust, and not
in its individual capacity, has caused this Certificate to be duly executed.

                                            SATURNS TRUST NO. 2004-4


                                            BY: LASALLE BANK NATIONAL
                                                   ASSOCIATION,
                                                   as Trustee


                                            By:  ______________________________
                                                Authorized Signatory

DATED:

[SEAL]


Trustee's Certificate of
Authentication:

                      This is one of the Warrants referred
                      to in the within-mentioned Agreement.


                                            LASALLE BANK NATIONAL ASSOCIATION,
                                                   as Authenticating Agent


                                            By:  ____________________________
                                                Authorized Signatory



<PAGE>


              STRUCTURED ASSET TRUST UNIT REPACKAGINGS ("SATURNS")

                                  SERIES 2004-4

               The Trust Agreement permits the amendment thereof, in certain
circumstances, without the consent of the Warrantholders of any of the
Certificates.

               As provided in the Trust Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Warrant Register upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in Chicago, Illinois,
accompanied by a written instrument of transfer and, if applicable, a transfer
letter in form and substance satisfactory to the Trustee duly completed and
executed by the Warrantholder hereof or such Warrantholder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized
denominations evidencing the same aggregate interest in the Trust will be issued
to the designated transferee.

               As provided in the Trust Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates representing different numbers of Warrants which evidence the same
aggregate Warrants, as requested by the Warrantholder surrendering the same. No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
governmental charges payable in connection therewith.

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

               Notwithstanding anything contained in the Trust Agreement to the
contrary the Trust Agreement has been accepted by LaSalle Bank National
Association not in its individual capacity but solely as Trustee and in no event
shall LaSalle Bank National Association have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Depositor thereunder or in any of the certificates, notices or agreements
delivered pursuant thereto, as to all of which recourse shall be had solely to
the assets of the Depositor, and under no circumstances shall LaSalle Bank
National Association be personally liable for the payment of any indebtedness or
expenses of the Trust. The Warrants do not represent interests in or obligations
of the Trustee and the Trustee shall not be responsible or accountable for any
tax, accounting or other treatment proposed to be applied to the Warrants or any
interest therein except as expressly provided in the Trust Agreement.



<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:


         _______________________________ */



 ---------------

        */ 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.







<PAGE>


                                                       EXHIBIT B TO SCHEDULE III

                    FORM OF EXCERCISE NOTICE AND CERTIFICATION OF SOLVENCY

                                                                 [DATE]

LaSalle Bank National Association
135 S. LaSalle Street
Chicago, Illinois 60603

MS Structured Asset Corp.
1585 Broadway
New York, New York 10036

Re:     Structured Asset Trust Unit Repackagings ("SATURNS"), Series 2004-4

Ladies and Gentlemen:

        We hereby give notice of our intend to acquire __________ Unit Principal
Balance of Class A Units and the Applicable Class B Equivalent Amount of Class B
Units for settlement on _________ (the "Call Date"). [We hereby direct the
Trustee and the Warrant Agent to treat this exercise [up to] __________ Unit
Principal Balance of Class A Units and an Applicable Class B Equivalent Amount
of Class B Units as an exercise in connection with a [redemption][tender offer]
up to the maximum amount allocable to us in connection with this exercise.]

        [We beneficially own _____________ Class B Units that we intend to
exchange pursuant to an Alternative Exercise. We designate [all][a portion of
our exercise in an amount of __________ Class B Units] to be an Alternative
Exercise. We will transfer such Class B Units to you or at your direction.]

        We certify that our assets exceed our liabilities, that we are able to
meet our obligations as they come due, and that we are not subject to any
bankruptcy or insolvency proceeding.

                                            [WARRANTHOLDER]



                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:







<PAGE>


                                                       EXHIBIT C TO SCHEDULE III

                         FORM OF WARRANT TRANSFER LETTER

                                                   [DATE]

LaSalle Bank National Association
135 S. LaSalle Street
Chicago, Illinois 60603

MS Structured Asset Corp.
1585 Broadway
New York, New York 10036

Re:     Structured Asset Trust Unit Repackagings ("SATURNS"), Series 2004-4

Ladies and Gentlemen:

        In connection with its proposed purchase of Warrants (the "Warrants")
which represent the right to call $______________ aggregate Unit Principal
Balance of SATURNS 2004-4 Goldman Sachs Capital I Capital Security Backed Class
A Units and the Applicable Class B Equivalent Amount of SATURNS 2004-4 Goldman
Sachs Capital I Capital Security Backed Class B Units, the undersigned
transferee (the "Transferee") confirms that:

        1. The Transferee understands that substantial risks are involved in an
investment in the Warrants. The Transferee represents that in making its
investment decision to acquire the Warrants, the Transferee has not relied on
representations, warranties, opinions, projections, financial or other
information or analysis, if any, supplied to it by any person, including MS&Co.,
MS Structured Asset Corp., as depositor (the "Depositor"), or LaSalle Bank
National Association, as trustee (the "Trustee"), or any of your or their
affiliates, except as expressly contained in written information, if any. The
Transferee has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the
Warrants, and the Transferee is able to bear the substantial economic risks of
such an investment. The Transferee has relied upon its own tax, legal and
financial advisors in connection with its decision to purchase the Warrants.

        2. Such Transferee (A) is a "qualified institutional buyer" (as defined
in Rule 144A of the Securities Act) that (1) is not a broker-dealer that owns
and invests on a discretionary basis less than $25 million in securities of
issuers that are not affiliated persons of the dealer and (2) is not a plan
referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A or a trust
fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of
such a plan, if investment decisions with respect to the plan are made by the
beneficiaries of the plan, (B) is aware that the sale or transfer of the
Warrants to it may be made to it in reliance on the exemption from registration
provided by Rule 144A under the Securities Act and (C) is acquiring the Warrants
for its own account or for one or more accounts, each of which is a qualified
institutional buyer, and as to each of which the Transferee exercises sole
investment discretion, and in each case in accordance with any applicable
securities laws of any state of the United States and other jurisdictions.

        3. The Transferee understands that the Warrants have not been and will
not be registered under the 1933 Act or under the securities or blue sky laws of
any state, and that (i) if it decides to resell, pledge or otherwise transfer
any Security, such resale, pledge or other transfer must comply with the
provisions of the Trust Agreement relating to the Warrants and (ii) it will, and
each subsequent holder will be required to, notify any purchaser of any Warrant
from it of the resale restrictions in the Trust Agreement.

        4. The Transferee understands that each of the Warrants will bear a
legend substantially to the following effect, unless otherwise agreed by the
Depositor and the Trustee:

               EACH PURCHASER OR OTHER TRANSFEREE OF THIS WARRANT OR ANY
INTEREST HEREIN OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, IS DEEMED TO
REPRESENT AND WARRANT FOR THE BENEFIT OF THE TRUSTEE AND THE DEPOSITOR OF THE
TRUST, AND EACH DISTRIBUTION PARTICIPANT AS DEFINED IN THE TRUST AGREEMENT THAT
SUCH PURCHASER OR OTHER TRANSFEREE IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT.

               THE HOLDER, AND EACH FIDUCIARY WHICH CAUSES ANY PERSON TO ACQUIRE
ANY WARRANT, IN ITS INDIVIDUAL AS WELL AS ITS FIDUCIARY CAPACITY, WILL BE DEEMED
BY SUCH PURCHASE, HOLDING OR ACQUISITION, ON EACH DATE ON WHICH THE WARRANT IS
HELD BY SUCH PERSON, TO HAVE REPRESENTED THAT IT IS NOT A (I) "EMPLOYEE BENEFIT
PLAN" (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA")) SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF TITLE I OF ERISA, (II) "PLAN" DESCRIBED IN SECTION 4975(E)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") SUBJECT TO SECTION
4975 OF THE CODE, (III) ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY OR OTHERWISE OR (IV) GOVERNMENTAL
OR OTHER PLAN SUBJECT TO REQUIREMENTS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA
OR SECTION 4975 OF THE INTERNAL REVENUE CODE.

               EACH PERSON THAT ACQUIRES A WARRANT, AND EACH FIDUCIARY WHO
CAUSES A PERSON TO ACQUIRE A WARRANT, IN ITS INDIVIDUAL AS WELL AS ITS FIDUCIARY
CAPACITY, AGREES TO INDEMNIFY AND HOLD HARMLESS THE DEPOSITOR, THE TRUSTEE, THE
WARRANT AGENT, MS&CO. AND THEIR RESPECTIVE AFFILIATES FROM ANY COST, DAMAGES,
LOSS OR EXPENSE, INCURRED BY THEM AS A RESULT OF THE REPRESENTATIONS MADE BY
SUCH PERSON OR FIDUCIARY IN THIS PARAGRAPH NOT BEING TRUE.

               THIS WARRANT MAY BE SUBJECT TO ADDITIONAL RESTRICTIONS ON
TRANSFER AS PROVIDED IN THE TRUST AGREEMENT FOR THE TRUST TO WHICH THIS WARRANT
RELATES.

               Any purported transfer of this Warrant certificate (or any
interest herein) in violation of Section 3.2(a)(1) or Section 3.2(a)(2) of
schedule iii to the trust agreement shall be void ab initio and the purported
transferee in such transfer shall not be recognized by any Person as a holder of
such Warrants for any purpose. The Depositor and the Trustee shall each have the
power to sell the Warrants (or any interest herein) of a purported Warrantholder
(or owner of any interest herein) who acquired its interest in violation of
Section 3.2(a)(1) or Section 3.2(a)(2) of schedule iii to the trust agreement or
who continues to hold Warrants in violation of Section 3.2(a)(2) of schedule iii
of the trust agreement.

               THIS WARRANT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

        5. The Transferee and each fiduciary which causes the Transferee to
acquire any Warrant, in its individual as well as its fiduciary capacity,
represents and agrees that the Transferee is NOT a Plan, is NOT a governmental
or other plan subject to restrictions substantially similar to Title I of ERISA
or Section 4975 of the Code, and is NOT acquiring the Warrants with the assets
of any such Plan or other plan. The Transferee and each such fiduciary
understands that the representations made in this section 5 will be deemed made
on each day from the date hereof through and including the date on which the
Transferee disposes of the Warrants. The Transferee and each fiduciary who
causes the Transferee to acquire a Warrant, in its individual as well as its
fiduciary capacity, agrees to indemnify and hold harmless the Depositor, the
Trustee, the Warrant Agent, MS&Co., each Distribution Participant and their
respective affiliates from any cost, damages, loss or expense, incurred by them
as a result of the representations made in this paragraph not being true.

        6. The Transferee understands that no subsequent transfer of the
Warrants is permitted unless such transfer is to a transferee who will own,
after giving effect to such transfer and any other simultaneous transfers, at
least 250 Warrants and the Transferee causes the proposed transferee to provide
to the Depositor and the Trustee such documentation as may be required pursuant
to Section 3.2 of the Warrant Agent Agreement, including, if required, a letter
substantially in the form hereof, or such other written statement as the
Depositor shall reasonably prescribe.

        7. The Transferee is a Person who is either:

        A. (1) a citizen or resident of the United States, (2) a corporation,
partnership or other entity organized in or under the laws of the United States
or any political subdivision thereof, or (3) an estate the income of which is
includible in gross income for federal income tax purposes regardless of source,
or (4) a trust if a court within the United States is able to exercise primary
supervision of the administration of the trust and one or more United States
persons have the authority to control all substantial decisions of the trust, or

        B. a Person not described in (A), whose ownership of such Warrant is
effectively connected with such Person's conduct of a trade or business within
the United States within the meaning of the Internal Revenue Code of 1986, as
amended (the "Code"), and its ownership of any interest in such Warrant will not
result in any withholding obligation with respect to any payments with respect
to the Warrants by any Person (other than withholding, if any, under Section
1446 of the Code), or

        C. a Person not described in (A) or (B) above, who is not a Person: (1)
that owns, directly or indirectly, 10% or more of the total combined voting
power of all classes of stock in the Underlying Securities Issuer (as defined in
Schedule II to the Trust Agreement) entitled to vote, (2) that is a controlled
foreign corporation related to the Underlying Securities Issuer within the
meaning of Section 864(d)(4) of the Code, or (3) that is a bank extending credit
pursuant to a loan agreement entered into in the ordinary course of its trade or
business.

        8. The Transferee agrees that (i) if it is a Person described in clause
(A) above, it will furnish to the Depositor and the Trustee a properly executed
IRS Form W-9, and (ii) if it is a Person described in clause (B) above, it will
furnish to the Depositor and the Trustee a properly executed IRS Form W-8ECI,
and (iii) if it is a Person described in clause (C) above, it will furnish to
the Depositor and the Trustee a properly executed IRS Form W-8BEN (or, if the
Transferee is treated as a partnership for federal income tax purposes, a
properly executed IRS Form W-8IMY with appropriate certification for all
partners or members attached). The Transferee also agrees that it will provide a
new IRS form upon the expiration or obsolescence of any previously delivered
form, and that it will provide such other certifications, representations or
Opinions of Counsel as may be requested by the Depositor and the Trustee.

        9. The Transferee understands that any acquisition of Warrants (or any
interest therein) in violation of Section 3.2(a)(1) (addressed in paragraph 2
hereof) or Section 3.2(a)(2) (addressed in paragraph 5 hereof) of Schedule III
to the Trust Agreement shall be void ab initio and the purported transferee in
such transfer shall not be recognized by any Person as a holder of such Warrants
for any purpose. The Transferee understands that the Depositor and the Trustee
shall each have the power to sell the Warrants (or any interest therein) of a
purported Warrantholder (or owner of any interest therein) who acquired its
interest in violation of Section 3.2(a)(1) or Section 3.2(a)(2) of Schedule III
to the Trust Agreement or who continues to hold Warrants in violation of Section
3.2(a)(2) of Schedule III to the Trust Agreement.



<PAGE>


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

                                            Very truly yours,

                                            [Name of Transferee]



                                            By:_______________________________
                                            Name:
                                            Title:


Registered Name:      ___________________

Address:              ___________________
                      ___________________

Payment Instructions: ___________________