Exhibit 4.1


               STRATS(SM) CERTIFICATES SERIES SUPPLEMENT 2005-5

                                    between





                   SYNTHETIC FIXED-INCOME SECURITIES, INC.,
                                  as Trustor





                                      and





                     U.S. BANK TRUST NATIONAL ASSOCIATION,
                    as Trustee and Securities Intermediary







         STRATS(SM) TRUST FOR JPMORGAN CHASE CAPITAL XVII SECURITIES,
                                 SERIES 2005-5


<PAGE>


<TABLE>
<CAPTION>

                               TABLE OF CONTENTS

<S>               <C>                                                                                            <C>
                                                                                                                 Page

PRELIMINARY STATEMENT.............................................................................................1

Section 1.        Certain Defined Terms...........................................................................1

Section 2.        Creation and Declaration of Trust; Sale of Underlying Securities; Acceptance by Trustee.........5

Section 3.        Designation.....................................................................................6

Section 4.        Date of the Certificates........................................................................6

Section 5.        Certificate Stated Amount and Denominations.....................................................7

Section 6.        Currency of the Certificates....................................................................7

Section 7.        Form of Securities..............................................................................7

Section 8.        Swap Payments; Collateral Account...............................................................7

Section 9.        Certain Provisions of Base Trust Agreement Not Applicable.......................................8

Section 10.       Distributions...................................................................................8

Section 11.       Termination of Trust...........................................................................10

Section 12.       Limitation of Powers and Duties................................................................11

Section 13.       Compensation of Trustee........................................................................12

Section 14.       Modification or Amendment of the Base Trust Agreement, the Series Supplement or the
                  Swap Agreement.................................................................................12

Section 15.       Assignment of Rights under the Swap Agreement..................................................13

Section 16.       Accounting.....................................................................................13

Section 17.       No Investment of Amounts Received on Underlying Securities.....................................13

Section 18.       No Event of Default............................................................................14

Section 19.       Notices........................................................................................14

Section 20.       Access to Certain Documentation................................................................14

Section 21.       Advances.......................................................................................15



                                      i
<PAGE>


Section 22.       Ratification of Agreement......................................................................15

Section 23.       Counterparts...................................................................................15

Section 24.       Governing Law..................................................................................15

Section 25.       Certificate of Compliance......................................................................15

Section 26.       Certain Filing to be Made by the Trustee.......................................................15

Section 27.       Establishment of Accounts......................................................................15

Section 28.       Statement of Intent............................................................................16

Section 29.       Filing of Partnership Returns..................................................................16

Section 30.       "Financial Assets" Election....................................................................16

Section 31.       Trustee's Entitlement Orders...................................................................16

Section 32.       Conflict with Other Agreements.................................................................16

Section 33.       Additional Trustee and Securities Intermediary Representations.................................17

Section 34.       Additional Trustor Representations.............................................................17

Section 35.       Certification Requirements.....................................................................18

Section 36.       Additional Rights of the Swap Counterparty.....................................................18

Section 37.       Modification of Certain Provisions of Base Trust Agreement.....................................18

Section 38.       Evidence of Integration for Tax Purposes.......................................................18

Section 39.       Optional Exchange..............................................................................18
</TABLE>


Exhibit A -- Identification of the Underlying Securities as of Closing Date
Exhibit B -- Terms of the Certificates as of Closing Date
Exhibit C -- Form of Certificates
Exhibit D -- Form of Swap Agreement
Exhibit E -- Evidence of Integration for Tax Purposes


                                      ii
<PAGE>


      STRATS(SM) SERIES SUPPLEMENT 2005-5, dated as of October 24, 2005 (this
      "Series Supplement"), between SYNTHETIC FIXED-INCOME SECURITIES,
      INC., a Delaware corporation, as Trustor (the "Trustor"), and U.S.
      Bank Trust National Association, a national banking association, as
      trustee (the "Trustee") and as securities intermediary (the
      "Securities Intermediary").


                             PRELIMINARY STATEMENT

          Pursuant to the Base Trust Agreement, dated as of September 26, 2003
(the "Base Trust Agreement" and, as supplemented pursuant to the Series
Supplement, the "Agreement"), between the Trustor and the Trustee, such
parties may at any time and from time to time enter into a series supplement
supplemental to the Base Trust Agreement for the purpose of creating a trust.
Section 5.13 of the Base Trust Agreement provides that the Trustor may at any
time and from time to time direct the Trustee to authenticate and deliver, on
behalf of any such trust, a new Series of trust certificates. Each trust
certificate of such new Series of trust certificates will represent a
fractional undivided beneficial interest in such trust. Certain terms and
conditions applicable to each such Series are to be set forth in the related
series supplement to the Base Trust Agreement.

          Pursuant to this Series Supplement, the Trustor and the Trustee
shall create and establish a new trust to be known as STRATS(SM) Trust For
JPMorgan Chase Capital XVII Securities, Series 2005-5, and a new Series of
trust certificates to be issued thereby, which certificates shall be known as
the STRATS(SM) Certificates, Series 2005-5, and the Trustor and the Trustee
shall herein specify certain terms and conditions in respect thereof. The
Trust shall also enter into a swap agreement (the "Swap Agreement") pursuant
to which the Trust will exchange interest payments due on the Underlying
Securities for payments from the Swap Counterparty which will be passed
through to the Certificateholders.

          The STRATS(SM) Certificates, Series 2005-5 shall be floating rate
Certificates (the "Certificates") issued in the form thereof set forth in
Exhibit C.

          On behalf of and pursuant to the authorizing resolutions of the
Board of Directors of the Trustor, an authorized officer of the Trustor has
authorized the execution, authentication and delivery of the Certificates, and
has authorized the Base Trust Agreement, the Swap Agreement (as defined
below), and this Series Supplement in accordance with the terms of Section
5.13 of the Base Trust Agreement.

          Section 1. Certain Defined Terms. (a) All terms used in this
Series Supplement that are defined in the Base Trust Agreement, either
directly or by reference therein, have the meanings assigned to such terms
therein, except to the extent such terms are defined or modified in this
Series Supplement or the context requires otherwise. The Base Trust Agreement
also contains rules as to usage which shall be applicable hereto.

          (b) Pursuant to Article I of the Base Trust Agreement, the meaning
of certain defined terms used in the Base Trust Agreement shall, when applied
to the trust certificates of a particular Series, be as defined in Article I
but with such additional provisions and modifications


<PAGE>


as are specified in the related series supplement. With respect to the
Certificates, the following definitions shall apply:

          "Acceleration": The acceleration of the maturity of the Underlying
Securities after the occurrence of any default on the Underlying Securities
other than a Payment Default.

          "Accounts": Collectively the Certificate Account and the Collateral
Account.

          "Affected Party": Shall have the meaning provided under the Swap
Agreement.

          "Agreement": Agreement shall have the meaning specified in the
Preliminary Statement to this Series Supplement.

          "Base Trust Agreement": Base Trust Agreement shall have the meaning
specified in the Preliminary Statement to this Series Supplement.

          "Business Day": Any day other than a Saturday, Sunday or a day on
which banking institutions in New York, New York or London, England are
authorized or obligated by law, executive order or governmental decree to be
closed.

          "Calculation Agent": Wachovia Bank, National Association, in its
capacity as calculation agent under the Swap Agreement.

          "Certificate Account": With respect to this Series, the Eligible
Account, which shall be a securities account established and maintained by the
Securities Intermediary in the Trustee's name, to which the Underlying
Securities and all payments made on or with respect to the related Underlying
Securities and all payments made to the Trust on or with respect to the Swap
Agreement shall be credited.

          "Certificateholder" or "Holder": With respect to any Certificate,
the Holder thereof.

          "Certificateholders" or "Holders": The Holders of the Certificates.

          "Certificates": Certificates shall have the meaning specified in the
Preliminary Statement to this Series Supplement.

          "Closing Date": October 24, 2005.

          "Collateral Account": With respect to this Series, the Eligible
Account, which shall be a securities account established and maintained by the
Securities Intermediary in the Trustee's name, to which any Posted Collateral
and all proceeds thereof shall be credited in accordance with the Swap
Agreement.

          "Collection Period": The period from (but excluding) the preceding
Distribution Date (or, in the case of the first Distribution Date, from and
including the Closing Date), through and including the current Distribution
Date.


                                      2
<PAGE>


          "Corporate Trust Office": U.S. Bank Trust National Association, 100
Wall Street, Suite 1600, New York, New York 10005 or such other corporate
trust office as the Trustee shall designate in writing to the Trustor and the
Certificateholders.

          "Defaulting Party": Shall have the meaning provided under the Swap
Agreement.

          "Deferral Period": Any period during which Interest Collections
payable on a Scheduled Distribution Date will not be paid as a result of the
deferral of interest payments on the Junior Subordinated Debentures and,
consequently, on the Underlying Securities.

          "Depositary": The Depositary Trust Company.

          "Depositor": The Trustor acting specifically with respect to the
conveyance of the Underlying Securities under this Series Supplement.

          "Distribution Date": Any Scheduled Distribution Date, the Maturity
Date or any Underlying Securities Default Distribution Date or, if applicable,
any Underlying Securities Redemption Distribution Date.

          "Interest Collections": For any Distribution Date, the sum of (i)
all amounts received during the Collection Period ending on such Distribution
Date from the Swap Counterparty pursuant to the Swap Agreement and (ii) any
amounts representing interest on the Underlying Securities that are actually
received by the Trust pursuant to the Underlying Securities on such
Distribution Date and not required to be paid to the Swap Counterparty
pursuant to the Swap Agreement.

          "Junior Subordinated Debentures": 5.850% junior subordinated
debentures due August 1, 2035 issued by the Underlying Securities Guarantor.

          "Maturity Date": August 1, 2035.

          "Optional Exchange": Any exchange of Certificates held by the
Depositor for Underlying Securities under Section 39 of this Series
Supplement.

          "Payment Default": A default by the Underlying Securities Issuer in
the payment of any amount due on the Underlying Securities after the same
becomes due and payable on any Underlying Securities Payment Date (and the
expiration of any applicable grace period on the Underlying Securities).

          "Place of Distribution": New York, New York.

          "Posted Collateral": Shall have the meaning provided under the Swap
Agreement.

          "Rating Agency": S&P and any successor thereto. References to "the
Rating Agency" in the Agreement shall be deemed to be such credit rating
agency.


                                      3
<PAGE>


          "Record Date": With respect to any Distribution Date, the day
immediately preceding such Distribution Date.

          "S&P": Standard & Poor's Ratings Services or any successor thereto.

          "Scheduled Distribution Date": (a) For so long as the Swap Agreement
shall not have been terminated, and no Deferral Period shall have occurred,
the 1st day of each calendar month, or, if any such day is not a Business Day,
then the immediately following Business Day, commencing November 1, 2005,
until the date on which the Certificates have been retired; provided, however,
that payment on each Scheduled Distribution Date shall be subject to prior
payment of interest or principal, as applicable, on the Underlying Securities
or

          (b) following (i) a Swap Agreement Termination Event that is not
also a Trust Termination Event or (ii) a Deferral Period, subject to the
conditions set forth in Section 10(d) herein, Scheduled Distribution Dates
will thereafter occur semi-annually on each February 1 and August 1, or the
immediately following Business Day, until the Certificates have been retired.

          "SEC Reporting Failure": Any circumstance in which the Underlying
Securities Guarantor either (x) states in writing that it intends permanently
to cease filing periodic reports required under the Securities Exchange Act of
1934 or (y) fails to file its required periodic reports for any quarterly
reporting period, and (2) the Trustor determines after consultation with the
Securities and Exchange Commission, that under applicable securities laws,
rules or regulations the Trust must be liquidated or the Underlying Securities
distributed.

          "Specified Currency": United States Dollars.

          "Swap Agreement": The ISDA Master Agreement dated as of the Closing
Date, between the Trust and the Swap Counterparty (including the Schedule
thereto) as supplemented by Confirmation Number 1210312, 1210313 in the form
attached hereto as Exhibit D.

          "Swap Agreement Termination Event": The occurrence of any "Event of
Default" or "Termination Event" under the Swap Agreement.

          "Swap Counterparty": Wachovia Bank, N.A., or any permitted successor
or assign thereto.

          "Trust": STRATS(SM) Trust For JPMorgan Chase Capital XVII Securities,
Series 2005-5.

          "Trust Termination Event": (a) the payment in full at maturity or
upon early redemption of the Certificates, (b) the final distribution of the
proceeds received upon a recovery on the Underlying Securities (after
deducting the costs incurred in connection therewith) after an Acceleration or
other default with respect to the Underlying Securities (and the expiration of
any applicable grace period on the Underlying Securities), (c) the
distribution (or liquidation and distribution) of the Underlying Securities in
accordance with Section 10(i) hereof in the event of an SEC Reporting Failure,
(d) any Swap Agreement Termination Event pursuant to which the Trust is the
Defaulting Party or an Affected Party and amounts are owed by the Trust under
the


                                      4
<PAGE>


Swap Agreement that are in excess of the redemption proceeds or other current
distributions on the Underlying Securities or (e) any Optional Exchange of all
Certificates then outstanding.

          "Underlying Securities": (a) As of the Closing Date, $15,000,000 of
5.850% Capital Securities due 2035 issued by the Underlying Securities Issuer,
sold to the Trustee by Wachovia Securities and identified on Exhibit A hereto
or (b) an aggregate principal amount of Junior Subordinated Debentures equal
to a corresponding aggregate liquidation amount of Underlying Securities
distributed or exchanged for the Underlying Securities by the Underlying
Securities Issuer or the Underlying Securities Guarantor.

          "Underlying Securities Default Distribution Date": The date on which
the Trustee makes a final distribution of the proceeds received in connection
with a recovery on the Underlying Securities (in the case of Payment Default,
after deducting any costs incurred in connection therewith) following a
Payment Default or an Acceleration or other default with respect to the
Underlying Securities.

          "Underlying Securities Guarantor": JPMorgan Chase & Co.

          "Underlying Securities Issuer": JPMorgan Chase Capital XVII.

          "Underlying Securities Payment Date": The 1st day of each February
and August ending on August 1, 2035; provided, however, that if any Underlying
Securities Payment Date would otherwise fall on a day that is not a Business
Day, such Underlying Securities Payment Date will be the following Business
Day.

          "Underlying Securities Redemption Distribution Date": Any date on
which the payment of the principal of the Underlying Securities, either in
whole or in part, is paid to the Trustee except that to the extent that the
Junior Subordinated Debentures are distributed to the Trustee by the
Underlying Securities Issuer, no Underlying Securities Redemption Distribution
Date shall have occurred.

          "Underlying Securities Trustee": The trustee for the Underlying
Securities.

          "Unpaid Amounts": As to the Trust or the Swap Counterparty,
respectively, an amount equal to the regular scheduled payments that such
party is otherwise required to make under the Swap Agreement, through, but
excluding, the date on which the Swap Agreement is terminated.

          "Voting Rights": The Certificateholders shall have 100% of the total
Voting Rights with respect to the Certificates and shall be allocated among
all Holders of Certificates in proportion to the Stated Amounts held by such
Holders on any date of determination.

          "Wachovia Securities": Wachovia Capital Markets, LLC.

          Section 2. Creation and Declaration of Trust; Sale of Underlying
Securities; Acceptance by Trustee. (a) The Trust, of which the Trustee is the
trustee, is hereby created under the laws of the State of New York for the
benefit of the holders of the Certificates and the Swap Counterparty. The
Trust shall be irrevocable.


                                      5
<PAGE>


          (b) The Trustor, acting as Depositor, does hereby sell, assign,
convey and set-over to the Trustee, on behalf and for the benefit of the
Trust, the Underlying Securities at a purchase price of $14,742,712.50 in
cash. The Trustee shall pay the full purchase price for the Underlying
Securities by delivering to Wachovia Securities, for the account of the
Depositor, and as the assignee of Depositor with respect to such amounts, (i)
$14,540,400 on the Closing Date and (ii) $202,312.50 on February 1, 2006,
which represents the accrued and unpaid interest of the Underlying Securities
on the Closing Date. The amounts to be paid to Wachovia Securities set forth
in clause (i) above, shall be paid from the proceeds of the issuance of the
Certificates to be received by the Trustee on the Closing Date. The amounts to
be paid to Wachovia Securities set forth in clause (ii) above, shall be paid
from the interest payment on the Underlying Securities to be received by the
Trustee on February 1, 2006. In the event that such interest payment on the
Underlying Securities is not received by the Trustee on such date or is
otherwise insufficient to pay such amount of accrued and unpaid interest to
Wachovia Securities, Wachovia Securities, for the account of the Depositor,
and as assignee of Depositor with respect to such amounts, shall have a claim
for the unpaid portion of such amount and shall share pari passu with
Certificateholders to the extent of such claim in the proceeds from the sale
or recovery of the Underlying Securities. The Trustor hereby instructs the
Trustee on behalf of and for the benefit of the Trust to enter into and
execute the Swap Agreement and perform the obligations thereunder on behalf of
the Trust, including, but not limited to, receiving and returning any
collateral posted by the Swap Counterparty in accordance with the Swap
Agreement.

          (c) The Trustee hereby (i) acknowledges such sale, deposit and
delivery, pursuant to subsection (b) above, and receipt by it of the
Underlying Securities, (ii) acknowledges receipt of the duly authorized and
executed Swap Agreement, (iii) accepts the trusts created hereunder in
accordance with the provisions hereof and of the Base Trust Agreement but
subject to the Trustee's obligation, as and when the same may arise, to make
any payment or other distribution of the assets of the Trust as may be
required pursuant to this Series Supplement, the Base Trust Agreement, the
Certificates and the Swap Agreement, and (iv) agrees to perform the duties
herein or therein required and any failure to receive reimbursement of
expenses and disbursements under Section 13 hereof shall not release the
Trustee from its duties herein or therein.

          Section 3. Designation. There is hereby created a Series of trust
certificates to be issued pursuant to the Base Trust Agreement and this Series
Supplement to be known as the "STRATS(SM) Certificates, Series 2005-5". The
Certificates shall have the terms provided for in this Series Supplement. The
Certificates shall be issued in the amount set forth in Section 5 and with the
additional terms set forth in Exhibit B to this Series Supplement. The
Certificates shall be issued in substantially the form set forth in Exhibit C
to this Series Supplement with such necessary or appropriate changes as shall
be approved by the Trustor and the Trustee, such approval to be manifested by
the execution and authentication thereof by the Trustee. The Certificates
shall evidence undivided ownership interests in the assets of the Trust,
subject to the liabilities of the Trust and shall be payable solely from
payments or property received by the Trustee on or in respect of the
Underlying Securities and the Swap Agreement.

          Section 4. Date of the Certificates. The Certificates that are
authenticated and delivered by the Trustee to or upon Trustor Order on the
Closing Date shall be dated the Closing


                                      6
<PAGE>


Date. All other Certificates that are authenticated after the Closing Date for
any other purpose under the Agreement shall be dated the date of their
authentication.

          Section 5. Certificate Stated Amount and Denominations. On the
Closing Date, up to 15,000 Certificates with an aggregate Stated Amount of
$15,000,000 may be authenticated and delivered under the Base Trust Agreement
and this Series Supplement. The Stated Amount of the Certificates shall equal
100% of the initial principal amount of Underlying Securities sold to the
Trustee and deposited in the Trust. Such Stated Amount shall be calculated
without regard to Certificates authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Certificates pursuant
to Sections 5.3, 5.4 or 5.5 of the Base Trust Agreement.

          Section 6. Currency of the Certificates. All distributions on the
Certificates will be made in the Specified Currency.

          Section 7. Form of Securities. The Trustee shall execute and deliver
the Certificates in the form of one or more global certificates registered in
the name of the Depositary or its nominee.

          Section 8. Swap Payments; Collateral Account. (a) The Trust shall
pay to the Swap Counterparty (i) for so long as the Swap Agreement shall not
have been terminated, except during a Deferral Period, an amount equal to all
interest payments received by the Trust in respect of the Underlying
Securities on each Underlying Securities Payment Date or on any other date
such amounts are received by the Trust, excluding any amount of interest that
accrued with respect to the Underlying Securities from the Underlying
Securities Payment Date immediately preceding the Closing Date to, but
excluding, the Closing Date and (ii) all other amounts owing to the Swap
Counterparty under the Swap Agreement to the extent Trust assets are
sufficient therefor, including but not limited to all Unpaid Amounts upon the
occurrence of any Swap Agreement Termination Event

          (b) In the event that any payment with respect to the Underlying
Securities is not received by the Trustee by 12 noon (New York City time) on
an Underlying Securities Payment Date as a result of any Deferral Period, the
Trustee shall not make any payment to the Swap Counterparty on such Underlying
Securities Payment Date. If any payment with respect to the Underlying
Securities is made to the Trustee after an Underlying Securities Payment Date
on which such payment was due, the Trustee shall promptly distribute such
amount received to the Swap Counterparty on any date the Trustee receives such
payment, or as soon as practicable thereafter.

          (c) The Trustee shall within 3 Business Days of the Closing Date
establish the Collateral Account. Any and all amounts at any time on deposit
in the Collateral Account shall be held in trust by the Trustee for the
benefit of Certificateholders and the Swap Counterparty; provided, that, the
only permitted withdrawal from or application of funds on deposit in, or
otherwise to the credit of, the Collateral Account shall be (i) for
application to obligations of the Swap Counterparty to the Trust under the
Swap Agreement in accordance with the terms of the Swap Agreement or (ii) to
return Posted Collateral to the Swap Counterparty when and as required by the
Swap Agreement, which the Trustee shall return to the Swap Counterparty in
accordance with the related Swap Agreement.


                                      7
<PAGE>


          Section 9. Certain Provisions of Base Trust Agreement Not
Applicable. The provisions of Sections 5.11, 5.16, 6.2, Article VII, 8.1, 8.2
and 8.10 of the Base Trust Agreement and any other provision of the Base Trust
Agreement which imposes obligations on or creates rights in favor of the
Trustee or the Certificateholders as a result of or in connection with an
"Event of Default" or "Administrative Agent Termination Event" shall be
inapplicable with respect to the Certificates. In addition, there is no
"Administrative Agent" specified herein, and all references to "Administrative
Agent" in the Base Trust Agreement, therefore shall be inapplicable with
respect to the Certificates.

          Section 10. Distributions. (a) On each Distribution Date, except
during any Deferral Period during which no distributions to Certificateholders
shall be made, so long as no Swap Agreement Termination Event has occurred for
which the Trust is the Defaulting Party or an Affected Party, the Trustee
shall distribute to the Certificateholders the Interest Collections. On the
Maturity Date, and to the extent received on any other Scheduled Distribution
Date or any Underlying Securities Redemption Distribution Date, so long as no
Swap Agreement Termination Event has occurred for which the Trust is the
Defaulting Party or an Affected Party, the Trustee shall distribute to the
Certificateholders, the principal amount of the Underlying Securities to the
extent the principal of the Underlying Securities is received by the Trustee
on such date or during the related Collection Period plus any accrued interest
thereon.

          (b) If a Swap Agreement Termination Event has occurred for which the
Trust is the Defaulting Party or an Affected Party, the Trustee, first, shall
distribute all collections received on the Underlying Securities to the Swap
Counterparty until all amounts owing to the Swap Counterparty under the Swap
Agreement for payments in connection with such Swap Agreement Termination
Event (including any Unpaid Amounts) have been paid in full and, second, shall
distribute all remaining amounts to the Certificateholders. If the
distribution in the preceding sentence is insufficient to pay in full all
amounts owing to the Swap Counterparty, the Trustee shall proceed to liquidate
or distribute the Underlying Securities in accordance with Section 10(i). Upon
any liquidation of the Underlying Securities, the Trustee, first, shall
distribute the proceeds thereof to the Swap Counterparty until all amounts
owing to the Swap Counterparty have been paid in full and, second, shall
distribute all remaining amounts to the Certificateholders. In the event of a
Swap Agreement Termination Event, after paying all amounts due to the Swap
Counterparty as set forth in the first sentence of this Section 10(b), if no
Trust Termination Event has occurred, all Interest Collections shall
thereafter be distributed to Certificateholders on each applicable
Distribution Date. If a Swap Agreement Termination Event has occurred for
which the Swap Counterparty is the Defaulting Party or the only Affected
Party, notwithstanding the termination of the Swap Agreement, the Trustee
shall distribute any Unpaid Amounts to the Swap Counterparty from Interest
Collections on the Underlying Securities.

          (c) In all cases hereunder, except as provided in subsections 8(b)
and 10(d) hereof, if any payment with respect to the Underlying Securities is
made to the Trustee after the Underlying Securities Payment Date on which such
payment was due, the Trustee shall distribute such amount received on the
Business Day following such receipt.

          (d) Upon the occurrence of any Deferral Period (i) the Trustee shall
not be obligated to distribute Interest Collections on any Scheduled
Distribution Date until (x) payments


                                      8
<PAGE>


on the Underlying Securities have resumed and (y) all amounts due and payable
on the Underlying Securities have been received by the Trust and any amounts
owed to the Swap Counterparty under the Swap Agreement have been paid to the
Swap Counterparty. Upon the satisfaction of these conditions, the Trustee
shall distribute the Interest Collections to Certificateholders in accordance
with subsection 10(a) above.

          (e) In the event of a Payment Default while the Swap Agreement is in
effect and if any payment is due to the Swap Counterparty, the Underlying
Securities will be liquidated in accordance with Section 10(i). Otherwise, in
the event of a Payment Default, the Trustee shall proceed against the
Underlying Securities Issuer on behalf of the Certificateholders to enforce
the Underlying Securities or otherwise to protect the interests of the
Certificateholders, subject to the receipt of indemnity in form and substance
satisfactory to the Trustee; provided, that Holders of the Certificates
representing a majority of the Voting Rights on the Certificates will be
entitled to direct the Trustee in any such proceeding or direct the Trustee to
sell the Underlying Securities, subject to the Trustee's receipt of
satisfactory indemnity.

          (f) In the event of an Acceleration and a corresponding payment on
the Underlying Securities prior to any liquidation of the Underlying
Securities hereunder, the Trustee shall distribute the proceeds to the
Certificateholders no later than two (2) Business Days after the receipt of
immediately available funds pursuant to Section 10(b).

          (g) In the event the Trustee receives property other than cash in
respect of the Underlying Securities such property will be applied first, to
the Swap Counterparty until all amounts owing to the Swap Counterparty have
been paid in full and, second, to the Certificateholders. Property other than
cash will be liquidated by the Trustee, and the proceeds thereof distributed
in cash, to the extent necessary to pay to the Swap Counterparty all amounts
owed to it under the Swap Agreement and, thereafter, to the extent necessary
to avoid distribution of fractional securities to Certificateholders. In-kind
distribution of Underlying Securities or other property to Certificateholders
will be deemed to reduce the Stated Amount of Certificates on a proportionate
basis. Following such in-kind distribution, all Certificates will be
cancelled. No amounts will be distributed to the Trustor in respect of the
Underlying Securities. The Swap Counterparty shall direct the Trustee with
respect to any liquidation of such property to the extent of the full amount
owed to it under the Swap Agreement.

          (h) If an SEC Reporting Failure occurs, then the Trustor shall
promptly notify the Trustee, the Swap Counterparty and the Rating Agency of
such SEC Reporting Failure and the Trustee shall, only if instructed by the
Trustor, proceed to liquidate or distribute the Underlying Securities in
accordance with Section 10(i).

          (i) If at any time, the Trustee is directed to sell the Underlying
Securities, the Trustee shall solicit bids for the sale of the Underlying
Securities with settlement thereof on or before the third (3rd) Business Day
after such sale from three leading dealers in the relevant market, which may
include but is not limited to any three of the following dealers: (1) Wachovia
Securities, (2) Goldman, Sachs & Co., (3) Lehman Brothers Inc., (4) Merrill
Lynch, Pierce, Fenner & Smith Incorporated, (5) Citigroup Global Markets Inc.,
(6) J.P. Morgan Securities Inc. and (7) Deutsche Bank Securities Inc.;
provided, however, that no bid from Wachovia Securities or any affiliate
thereof shall be accepted unless such bid equals the then fair market value of
such


                                      9
<PAGE>


Underlying Securities. The Trustee shall not be responsible for the failure to
obtain a bid so long as it has made reasonable efforts to obtain bids. If a
bid for the sale of the Underlying Securities has been accepted by the Trustee
but the sale has failed to settle on the proposed settlement date, the Trustee
shall request new bids from such leading dealers. In any circumstance in which
the sale of the Underlying Securities is required hereunder, the Trustee
shall, to the extent it is so directed by the Trustor, provide
Certificateholders with the option to elect to receive an "in-kind"
distribution of their pro rata share of the Underlying Securities; provided,
that, (1) an in-kind distribution shall be subject to the prior sale of
Underlying Securities in accordance with the provisions of this Section 10(i)
to the extent necessary, to pay any amounts owing to the Swap Counterparty
under Section 10(b), (2) a Certificateholders' pro rata share of the
Underlying Securities shall be a principal amount of Underlying Securities
equal to the aggregate principal amount of the Underlying Securities minus the
amount required to be distributed to the Swap Counterparty pursuant to the
second sentence of Section 10(b) multiplied by a fraction the numerator of
which is the Stated Amount of that holder's Certificates and the denominator
of which is the aggregate principal amount of the Underlying Securities and
(3) odd-lot amounts that cannot be distributed in-kind because they are not
within the authorized denominations of the Underlying Securities shall be
distributed in cash. Any such in-kind distribution shall constitute the final
distribution in respect of the Certificates as to which such option is
exercised.

          (j) Distributions to the Certificateholders on each Distribution
Date will be made to the Certificateholders of record on the Record Date.

          (k) All distributions to Certificateholders shall be allocated pro
rata among the Certificates based on their respective Outstanding Amounts as
of the Record Date.

          (l) Notwithstanding any provision of the Agreement to the contrary,
to the extent funds are available, the Trustee will initiate payment in
immediately available funds by 1:00 P.M. (New York City time) on each
Distribution Date of all amounts payable to each Certificateholder with
respect to any Certificate held by such Certificateholder or its nominee
(without the necessity for any presentation or surrender thereof or any
notation of such payment thereon) in the manner and at the address as each
Certificateholder may from time to time direct the Trustee in writing 15 days
prior to such Distribution Date requesting that such payment will be so made
and designating the bank account to which such payments shall be so made. The
Trustee shall be entitled to rely on the last instruction delivered by the
Certificateholder pursuant to this Section 10(l) unless a new instruction is
delivered 15 days prior to a Distribution Date.

          (m) The rights of the Certificateholders to receive distributions in
respect of the Certificates, and all interests of the Certificateholders in
such distributions, shall be as set forth in this Series Supplement. The
Trustee shall in no way be responsible or liable to the Certificateholders nor
shall any Certificateholder in any way be responsible or liable to any other
Certificateholder in respect of amounts previously distributed on the
Certificates based on their respective Outstanding Amounts.

          Section 11. Termination of Trust. (a) The Trust shall terminate upon
the occurrence of any Trust Termination Event.


                                      10
<PAGE>


          (b) Except for any reports and other information required to be
provided to Certificateholders hereunder and under the Base Trust Agreement
and except as otherwise specified herein and therein, the obligations of the
Trustee will terminate upon the distribution to the Swap Counterparty and
Certificateholders of all amounts required to be distributed to them and the
disposition of all Underlying Securities held by the Trustee. The Trust shall
thereupon terminate, except for surviving rights of indemnity.

          Section 12. Limitation of Powers and Duties. (a) The Trustee shall
administer the Trust and the Underlying Securities solely as specified herein
and in the Base Trust Agreement.

          (b) The Trust is constituted solely for the purpose of acquiring and
holding the Underlying Securities, entering into and performing its
obligations under the Swap Agreement and issuing the Certificates. The Trustee
is not authorized to acquire any other investments or engage in any activities
not authorized herein and, in particular, unless expressly provided in the
Agreement, the Trustee is not authorized (i) to sell, assign, transfer,
exchange, pledge, set-off or otherwise dispose of any of the Underlying
Securities, once acquired, or interests therein, including to
Certificateholders, (ii) to merge or consolidate the Trust with any other
entity, or (iii) to do anything that would materially increase the likelihood
that the Trust will fail to qualify as a grantor trust for United States
federal income tax purposes. In addition, the Trustee has no power to create,
assume or incur indebtedness or other liabilities in the name of the Trust
other than as contemplated herein and in the Base Trust Agreement.

          (c) The parties acknowledge that the Trustee, as the holder of the
Underlying Securities, has the right to vote and give consents and waivers in
respect of the Underlying Securities and enforce the other rights, if any, of
a holder of the Underlying Securities, except as otherwise limited by the Base
Trust Agreement or this Series Supplement. In the event that the Trustee
receives a request from the Underlying Securities Trustee, the Underlying
Securities Issuer, the Underlying Securities Guarantor or, if applicable, the
Depositary with respect to the Underlying Securities, for the Trustee's
consent to any amendment, modification or waiver of the Underlying Securities,
or any document relating thereto, or receives any other solicitation for any
action with respect to the Underlying Securities, the Trustee shall within two
(2) Business Days mail a notice of such proposed amendment, modification,
waiver or solicitation to the Swap Counterparty and each Certificateholder of
record as of the date of such request. The Trustee shall request instructions
from the Certificateholders as to what action to take in response to such
request and shall be protected in taking no action if no direction is
received. Except as otherwise provided herein, the Trustee shall consent or
vote, or refrain from consenting or voting, in the same proportion (based on
the Stated Amounts of the Certificates of each Class as allocated based on the
respective Voting Rights of each Class) as the Certificates were actually
voted or not voted by the Holders thereof as of the date determined by the
Trustee prior to the date such vote or consent is required; provided, however,
that, notwithstanding anything to the contrary in the Base Trust Agreement or
this Series Supplement, the Trustee shall at no time vote in favor of or
consent to any matter (i) which would alter the timing or amount of any
payment on the Underlying Securities (including, without limitation, any
demand to accelerate the Underlying Securities) or (ii) which would result in
the exchange or substitution of any Underlying Security whether or not
pursuant to a plan for the refunding or refinancing of such Underlying
Security, except in each case with the unanimous consent of the
Certificateholders;


                                      11
<PAGE>


provided, further, that the Trustee shall not take any such action if it would
affect the method, amount or timing of payments due to the Swap Counterparty
or otherwise materially adversely affect the interests of the Swap
Counterparty under the Swap Agreement and result in a Swap Agreement
Termination Event, in each case without the prior written consent of the Swap
Counterparty. The Trustee shall have no liability for any failure to act or to
refrain from acting resulting from the Certificateholders' late return of, or
failure to return, directions requested by the Trustee from the
Certificateholders.

          (d) Notwithstanding any provision of the Agreement to the contrary,
the Trustee may require from the Certificateholders prior to taking any action
at the direction of the Certificateholders, an indemnity agreement of a
Certificateholder or any of its Affiliates to provide for security or
indemnity against the costs, expenses and liabilities the Trustee may incur by
reason of any such action. An unsecured indemnity agreement, if acceptable to
the Trustee, shall be deemed to be sufficient to satisfy such security or
indemnity requirement.

          (e) Notwithstanding any provision of the Agreement to the contrary,
the Trustee shall act as the sole Authenticating Agent, Paying Agent and
Registrar.

          Section 13. Compensation of Trustee. The Trustee shall be entitled
to receive from the Trustor as compensation for its services hereunder,
trustee's fees pursuant to a separate agreement between the Trustee and the
Trustor, and shall be reimbursed for all reasonable expenses, disbursements
and advances incurred or made by it (including the reasonable compensation,
disbursements and expenses of its counsel and other persons not regularly in
its employ). The Trustor shall indemnify and hold harmless the Trustee and its
successors, assigns, agents and servants against any and all loss, liability
or reasonable expense (including attorney's fees) incurred by it in connection
with the administration of this trust and the performance of its duties
thereunder. The Trustee shall notify the Trustor promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Trustor
shall not relieve the Trustor of its obligations hereunder. The Trustor need
not reimburse any expense or indemnify against any loss, liability or expense
incurred by the Trustee through the Trustee's own willful misconduct,
negligence or bad faith. The indemnities contained in this Section 13 shall
survive the resignation or termination of the Trustee or the termination of
this Agreement.

          Failure by the Trustor to pay, reimburse or indemnify the Trustee
shall not entitle the Trustee to any payment, reimbursement or indemnification
from the Trust, nor shall such failure release the Trustee from the duties it
is required to perform under this Series Supplement. Any unpaid, unreimbursed
or unindemnified amounts shall not be borne by the Trust and shall not
constitute a claim against the Trust, but shall be borne by the Trustee in its
individual capacity, and the Trustee shall have no recourse against the Trust
with respect thereto.

          Section 14. Modification or Amendment of the Base Trust Agreement,
the Series Supplement or the Swap Agreement. (a) The Trustee shall not enter
into any modification or amendment of the Base Trust Agreement or this Series
Supplement unless such modification or amendment is in accordance with Section
10.1 of the Base Trust Agreement. If the Rating Agency Condition is not
satisfied with respect to any proposed modification or amendment of the Base
Trust Agreement or this Series Supplement, then any such modification or
amendment must be approved by 100% of the Certificateholders. The Trustee
shall not enter into any


                                      12
<PAGE>


amendment or modification of this Agreement that would affect the method,
amount or timing of payment due to the Swap Counterparty or the consent rights
of the Swap Counterparty hereunder or otherwise materially adversely affect
the interests of the Swap Counterparty under the Swap Agreement and result in
a Swap Agreement Termination Event, in each case without the prior written
consent of the Swap Counterparty. The Trustee shall provide fifteen Business
Days written notice to the Swap Counterparty before entering into any
amendment or modification of this Agreement pursuant to this Section 14.

          (b) The Trustee shall not enter into any modification or amendment
of the Swap Agreement without the prior written consent of holders of
Certificates representing 66 ?% of the Voting Rights and without prior written
confirmation from the Rating Agency that such amendment will not result in a
reduction or withdrawal of the then current rating of the Certificates;
provided, however, that each of the Swap Counterparty and the Trustee may
amend the Swap Agreement without the prior written consent of
Certificateholders to cure any ambiguity in, or to correct or supplement any
provision of the Swap Agreement which may be inconsistent with any other
provision of the Swap Agreement, or to otherwise cure any defect in the Swap
Agreement, provided that any such amendment does not materially adversely
affect the interest of the Certificateholders and that the Rating Agency will
have given its prior written confirmation that such amendment will not result
in a reduction or withdrawal of the then current rating of the Certificates;
provided further, however, that notwithstanding anything to the contrary, no
amendment may alter the timing or amount of any payment on the Swap Agreement
without the prior consent of 100% of the Certificateholders and without giving
the Rating Agency prior written notice of any such amendment.

          (c) Until a Responsible Officer of the Trustee has actual knowledge
of the occurrence of an event that would constitute a Swap Agreement
Termination Event, the Trustee shall be entitled to assume (and shall be fully
protected, indemnified and held harmless in doing so) that no Swap Agreement
Termination Event has occurred and may accordingly seek instructions under
Section 12 and this Section 14 exclusively from the Swap Counterparty.

          Section 15. Assignment of Rights under the Swap Agreement. The
Trustee may consent to any transfer or assignment by the Swap Counterparty of
its rights under the Swap Agreement, so long as the Rating Agency shall have
given its prior written confirmation that such transfer or assignment will not
result in a reduction or withdrawal of the then current rating of the
Certificates.

          Section 16. Accounting. Notwithstanding Section 3.16 of the Base
Trust Agreement, "Independent Public Accountants' Administration Report," no
such accounting reports shall be required. Pursuant to Section 4.2 of the Base
Trust Agreement, "Reports to Certificateholders," the Trustee shall cause the
statement described in Section 4.2 to be prepared and forwarded as provided
therein.

          Section 17. No Investment of Amounts Received on Underlying
Securities. All amounts received on or with respect to the Underlying
Securities and all payments made to the Trust on or with respect to the Swap
Agreement shall be held uninvested by the Trustee.


                                      13
<PAGE>


          Section 18. No Event of Default. There shall be no Events of Default
defined with respect to the Certificates.

          Section 19. Notices. (a) All directions, demands and notices
hereunder and under the Agreement shall be in writing and shall be deemed to
have been duly given when received if personally delivered or mailed by first
class mail, postage prepaid or by express delivery service or by certified
mail, return receipt requested or delivered in any other manner specified
herein, (i) in the case of the Trustor, to Synthetic Fixed-Income Securities,
Inc., One Wachovia Center 301 South College Street, DC-7 Charlotte, NC 28288,
Attention: Structured Notes Desk, or such other address as may hereafter be
furnished to the Trustee in writing by the Trustor, and (ii) in the case of
the Trustee, to U.S. Bank Trust National Association, 100 Wall Street, Suite
1600, New York, New York 10005, Attention: Corporate Trust, facsimile number
(212) 809-5459, or such other address as may hereafter be furnished to the
Trustor in writing by the Trustee.

          (b) For purposes of delivering notices to the Rating Agency under
Section 10.07 of the Base Trust Agreement, "Notice to Rating Agency," or
otherwise, such notices shall be mailed or delivered as provided in such
Section 10.07, "Notice to Rating Agency," to: Standard & Poor's Ratings
Services, 55 Water Street, New York, New York 10041; or such other address as
the Rating Agency may designate in writing to the parties hereto.

          (c) In the event a Payment Default or an Acceleration occurs, the
Trustee shall promptly give notice to the Swap Counterparty and to the
Depositary or, for any Certificates which are not then held by the Depositary
or any other depository, directly to the registered holders of the
Certificates thereof. Such notice shall set forth (i) the identity of the
issue of Underlying Securities, (ii) the date and nature of such Payment
Default or Acceleration, (iii) the principal amount of the interest or
principal in default, (iv) the Certificates affected by the Payment Default or
Acceleration, and (v) any other information which the Trustee may deem
appropriate.

          (d) Notwithstanding any provisions of the Agreement to the contrary,
the Trustee shall deliver all notices or reports required to be delivered to
or by the Trustee or the Trustor to the Certificateholders or the Swap
Counterparty without charge to such Certificateholders or the Swap
Counterparty.

          (e) The Trustee shall, in connection with any notice or delivery of
documents to Certificateholders (whether or not such notice or delivery is
required pursuant to the Agreement), provide such notice or documents to the
Swap Counterparty concurrently with the delivery thereof to the
Certificateholders.

          Section 20. Access to Certain Documentation. Access to documentation
regarding the Underlying Securities will be afforded without charge to any
Certificateholder so requesting pursuant to Section 3.17 of the Base Trust
Agreement, "Access to Certain Documentation." Additionally, the Trustee shall
provide at the request of any Certificateholder without charge to such
Certificateholder the name and address of each Certificateholder of
Certificates hereunder as recorded in the Certificate Register for purposes of
contacting the other Certificateholders with respect to their rights hereunder
or for the purposes of effecting purchases or sales of the Certificates,
subject to the transfer restrictions set forth herein.


                                      14
<PAGE>


          Section 21. Advances. There is no Administrative Agent specified
herein; hence no person (including the Trustee) shall be permitted or
obligated to make Advances as described in Section 4.3 of the Base Trust
Agreement, "Advances."

          Section 22. Ratification of Agreement. With respect to the Series
issued hereby, the Base Trust Agreement (including the grant of a security
interest in Section 10.8 of the Base Trust Agreement with respect to the
Underlying Securities conveyed hereunder), as supplemented by this Series
Supplement, is in all respects ratified and confirmed, and the Base Trust
Agreement as so supplemented by this Series Supplement shall be read, taken
and construed as one and the same instrument. To the extent there is any
inconsistency between the terms of the Base Trust Agreement and this Series
Supplement, the terms of this Series Supplement shall govern.

          Section 23. Counterparts. This Series Supplement may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and
the same instrument.

          Section 24. Governing Law. This Series Supplement and each
Certificate issued hereunder shall be governed by and construed in accordance
with the laws of the State of New York applicable to agreements made and to be
performed entirely therein without reference to such State's principles of
conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby, and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws. The State of New York is the securities intermediary's jurisdiction of
the Securities Intermediary for purposes of the UCC.

          Section 25. Certificate of Compliance. The Trustor shall deliver to
the Trustee and the Swap Counterparty on or prior to June 30 of each year
prior to a Trust Termination Event the Officer's Certificate as to compliance
as required by Section 6.1(b) of the Base Trust Agreement.

          Section 26. Certain Filing to be Made by the Trustee. In the event
that an event requiring the sale of the Underlying Securities under this
Agreement occurs and the Underlying Securities are liquidated at a loss, the
Trustee will disclose pursuant to Treasury Regulation Section 1.6011-4 the
loss in accordance with the procedures of such regulation, unless the Trustee
obtains advice from counsel that such disclosure is not necessary. In general,
the Trustee will (x) attach a completed Form 8886 to its tax return in the
year the requisite loss occurs and (y) file a completed form with the Office
of Tax Shelter Analysis (OTSA) at: Internal Revenue Service LM:PFTG:OTSA,
Large and Midsize Business Division, 1111 Constitution Avenue., NW.,
Washington DC 20224 (or such other address subsequently required).

          Section 27. Establishment of Accounts. The Securities Intermediary
and the Trustee hereby represent and warrant that:

          (a) Each Account for the Trust is a "securities account" within the
meaning of Section 8-501 of the UCC and is held only in the name of the
Trustee on behalf of the Trust. The Securities Intermediary is acting in the
capacity of a "securities intermediary" within the meaning of Section
8-102(a)(14) of the UCC;


                                      15
<PAGE>


          (b) All Underlying Securities have been (i) delivered to the
Securities Intermediary pursuant to the Agreement and (ii) credited to the
Certificate Account; and

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

          Section 28. Statement of Intent. It is the intention of the parties
hereto that, for purposes of federal income taxes, state and local income and
franchise taxes and any other taxes imposed upon, measured by or based upon
gross or net income, the Trust shall be treated as a grantor trust, but
failing that, as a partnership (other than a publicly traded partnership
taxable as a corporation) and, in any event, shall not be classified as a
corporation. The parties hereto agree that, unless otherwise required by
appropriate tax authorities, the Trustee shall file or cause to be filed
annual or other necessary returns, reports and other forms consistent with
such intended characterization. In the event that the Trust is characterized
by appropriate tax authorities as a partnership for federal income tax
purposes, each Certificateholder, by its acceptance of its Certificate, agrees
to report its respective share of the items of income, deductions, and credits
of the Trust on its respective returns. As further consideration for each
Certificateholder's purchase of a Certificate, each such Certificateholder is
deemed to agree not to irrevocably delegate to any person (for a period of
more than one year) authority to purchase, sell or exchange its Certificates.

          Each Certificateholder (and each beneficial owner of a Certificate)
by acceptance of its Certificate (or its beneficial interest therein) agrees,
unless otherwise required by appropriate tax authorities, to file its own tax
returns and reports in a manner consistent with the characterization indicated
above.

          Section 29. Filing of Partnership Returns. In the event that the
Trust is characterized (by appropriate tax authorities) as a partnership for
United States federal income tax purposes the Trustor agrees to reimburse the
Trust for any expenses associated with the filing of partnership returns (or
returns related thereto).

          Section 30. "Financial Assets" Election. The Securities Intermediary
hereby agrees that the Underlying Securities credited to the Certificate
Account and any Posted Collateral credited to the Collateral Account shall be
treated as a "financial asset" within the meaning of Section 8-102(a)(9) of
the UCC.

          Section 31. Trustee's Entitlement Orders. If at any time the
Securities Intermediary shall receive any order from the Trustee directing the
transfer or redemption of any Underlying Securities credited to the Accounts,
the Securities Intermediary shall comply with such entitlement order without
further consent by the Trustor or any other Person. The Securities
Intermediary shall take all instructions (including without limitation all
notifications and entitlement orders) with respect to the Accounts solely from
the Trustee.

          Section 32. Conflict with Other Agreements. The Securities
Intermediary hereby confirms and agrees that:


                                      16
<PAGE>


          (a) There are no other agreements entered into between the
Securities Intermediary and the Trustor with respect to the Accounts. Each
Account and all property credited to the Account is not subject to, and the
Securities Intermediary hereby waives, any lien, security interest, right of
set off, or encumbrance in favor of the Securities Intermediary or any Person
claiming through the Securities Intermediary (other than the Trustee);

          (b) It has not entered into, and until the termination of the
Agreement will not enter into, any agreement with any other Person relating to
the Accounts and/or any financial assets credited thereto pursuant to which it
has agreed to comply with entitlement orders of any Person other than the
Trustee; and

          (c) It has not entered into, and until the termination of the
Agreement will not enter into, any agreement with any Person purporting to
limit or condition the obligation of the Securities Intermediary to comply
with entitlement orders as set forth in Section 31 hereof.

          Section 33. Additional Trustee and Securities Intermediary
Representations. The Trustee and the Securities Intermediary each hereby
represents and warrants as follows:

          (a) The Trustee and the Securities Intermediary each maintains its
books and records with respect to its securities accounts in the State of New
York;

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

          (c) The Trustee and the Securities Intermediary each makes no
representation as to (i) the validity, legality, sufficiency or enforceability
of any of the Underlying Securities or (ii) the collectability, insurability,
effectiveness or suitability of any of the Underlying Securities.

          Section 34. Additional Trustor Representations. The Trustor hereby
represents and warrants to the Trustee as follows:

          (a) Immediately prior to the sale of the Underlying Securities to
the Trustee, the Trustor, as Depositor, owned and had good and marketable
title to the Underlying Securities free and clear of any lien, claim or
encumbrance of any Person;

          (b) The Trustor, as Depositor, has received all consents and
approvals required by the terms of the Underlying Securities to the sale to
the Trustee of its interest and rights in the Underlying Securities as
contemplated by the Agreement; and

          (c) The Trustor has not assigned, pledged, sold, granted a security
interest in or otherwise conveyed any interest in the Underlying Securities
(or, if any such interest has been assigned, pledged or otherwise encumbered,
it has been released), except such interests sold


                                      17
<PAGE>


pursuant to the Agreement. The Trustor has not authorized the filing of and is
not aware of any financing statements against the Trustor that includes a
description of the Underlying Securities, other than any such filings pursuant
to the Agreement. The Trustor is not aware of any judgment or tax lien filings
against Trustor.

          Section 35. Certification Requirements. The Trustee agrees to
obtain, at the Trustor's direction and expense, a report of an independent
public accountant sufficient for the Trustor on behalf of the Trust to satisfy
its obligations with respect to certification requirements under Rules 13a-14
and 15d-14 of the Exchange Act.

          Section 36. Additional Rights of the Swap Counterparty. Section 10.8
of the Base Trust Agreement is hereby modified for purposes of this Series
Supplement to provide that the security interest referred to and created
pursuant thereto in the Trust assets shall, in addition to the obligations
provided for under Section 10.8(b)(3), secure all of the obligations of the
Trustor and the Trust to the Swap Counterparty under the Swap Agreement and
this Agreement. The Swap Counterparty shall have the rights of a third party
beneficiary with respect to this Agreement.

          Section 37. Modification of Certain Provisions of Base Trust
Agreement. The provisions of the Base Trust Agreement shall be modified as
they are applied with respect to this Series of Certificates to provide that
(i) notwithstanding Section 3.9 of the Base Trust Agreement, the Certificate
Account shall be held for the benefit of Certificateholders and the Swap
Counterparty and amounts in the Certificate Account shall be used to make
distributions to the Swap Counterparty as and when required under this Series
Supplement, (ii) the appointment of any successor of the Trustee under Section
8.7 of the Base Trust Agreement shall be subject to the prior approval of the
Swap Counterparty and (iii) notwithstanding Section 9.1(a) of the Base Trust
Agreement and subject to the proviso therein, the respective obligations and
responsibilities under this Agreement of the Trustor and the Trustee shall
terminate upon the distribution to Certificateholders and the Swap
Counterparty of all amounts held in all the Accounts and required to be paid
to such Holders or the Swap Counterparty pursuant to this Agreement and the
Swap Agreement on the Distribution Date coinciding with or following the final
payment on or other liquidation of the Underlying Securities and the
disposition of all amounts acquired therefrom in accordance with this
Agreement and the Swap Agreement and the disposition of the final payments
received under the Swap Agreement.

          Section 38. Evidence of Integration for Tax Purposes. The Trustee
retains Exhibit E on behalf of each Certificateholder.

          Section 39. Optional Exchange.

          (a) On any Business Day occurring on or after December 1, 2005,
subject to satisfaction of all of the conditions set forth in clause (b), the
Depositor may exchange Certificates held by it for a distribution of
Underlying Securities representing the same percentage of the Underlying
Securities as such Certificates represent of all outstanding Certificates.

          (b) The following conditions shall apply to any Optional Exchange:


                                      18
<PAGE>


          (A) A notice specifying the number of Certificates being surrendered
     and the optional exchange date shall be delivered to the Trustee no less
     than 5 days (or such shorter period acceptable to the Trustee) but not
     more than 30 days before the optional exchange date.

          (B) Certificates shall be surrendered to the trustee no later than
     10:00 a.m. (New York City time) on the optional exchange date.

          (C) The Trustee shall have received an opinion of counsel stating
     that the Optional Exchange would not cause the Trust to be classified as
     a corporation or publicly traded partnership taxable as a corporation for
     federal income tax purposes.

          (D) The Trustee shall not be obligated to determine whether an
     Optional Exchange complies with the applicable provisions for exemption
     under Rule 3a-7 of the Investment Company Act of 1940, as amended, or the
     rules or regulations promulgated thereunder.

          (E) The provisions of Section 4.5 of the Base Trust Agreement shall
     not apply to an Optional Exchange pursuant to this Section 39. This
     Section 39 shall not provide any Person with a lien against, an interest
     in or a right to specific performance with respect to the Underlying
     Securities; provided that satisfaction of the conditions set forth in
     this Section 39 shall entitle the Depositor to a distribution thereof.

          (F) The aggregate principal balance of Certificates exchanged in
     connection with any Optional Exchange pursuant to this Section 39 shall
     be in an amount that results in a distribution of Underlying Securities
     in an even multiple of the minimum denomination of the Underlying
     Securities.

          (G) No Swap Agreement Termination Event shall have occurred as a
     result of the Optional Exchange except to the extent of a termination
     resulting from the reduction in the Hedge Notional Amount (as defined in
     the Swap Agreement) to an amount equal to the principal amount of the
     Underlying Securities after giving effect to the Optional Exchange.

          (H) Any payments due under the Swap Agreement as a result of the
     reduction in such Hedge Notional Amount and any such Swap Agreement
     Termination Event (x) that are due to the Swap Counterparty (including
     but not limited to Unpaid Amounts) shall have been paid to the Swap
     Counterparty by the Depositor and (y) that are payable by the Swap
     Counterparty, shall be payable for the account of the Depositor.


                                      19
<PAGE>


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

                                     SYNTHETIC FIXED-INCOME SECURITIES, INC.


                                     By:
                                     -------------------------------------------
                                                    Authorized Signatory

                                     U.S. BANK TRUST NATIONAL ASSOCIATION,
                                     as Trustee and Securities Intermediary


                                     By:
                                     -------------------------------------------
                                                    Responsible Officer


                                      20
<PAGE>


                                                                     EXHIBIT A



<TABLE>
<CAPTION>

        IDENTIFICATION OF THE UNDERLYING SECURITIES AS OF CLOSING DATE

<S>                                                     <C>
Underlying Securities Issuer:                           JPMorgan Chase Capital XVII

Underlying Securities Guarantor:                        JPMorgan Chase & Co.

Underlying Securities:                                  $15,000,000 5.850% Capital Securities due 2035.

Maturity Date/Final Distribution Date:                  August 1, 2035

Original Principal Amount Issued:                       $500,000,000

CUSIP No.:                                              46627VAA5.

Stated Interest Rate:                                   5.850% per annum.

Interest Payment Dates:                                 February 1 and August 1

Principal Amount of Underlying                          $15,000,000.

Securities Deposited Under Trust Agreement:
</TABLE>


The Underlying Securities will be held by the Trustee as securities
entitlements credited to an account of the Trustee or its agent at the
Depositary.


                                     A-1
<PAGE>


                                                                     EXHIBIT B



<TABLE>
<CAPTION>

                 TERMS OF THE CERTIFICATES AS OF CLOSING DATE


<S>                                                     <C>
Maximum Number of STRATS(SM)                            15,000
Certificates, Series 2005-5:

Aggregate Stated Amount of STRATS(SM) Certificates,     $15,000,000
Series 2005-5:

Authorized Denomination:                                $1,000 and integral multiples thereof.

Rating Agency:                                          S&P.

Closing Date:                                           October 24, 2005.

Record Date:                                            With respect to any Distribution Date, the day immediately
                                                        preceding such Distribution Date.

Trustee's Fees:                                         The Trustee's fees shall be payable by the Trustor pursuant to
                                                        a separate fee agreement between the Trustee and the Trustor.

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

Corporate Trust Office:                                 U.S. Bank Trust National Association 100 Wall Street, Suite
                                                        1600 New York, New York 10005 Attention: Corporate Trust
                                                        Department, Regarding STRATS(SM) Trust For JPMorgan Chase
                                                        Capital XVII Securities, Series 2005-5
</TABLE>


                                     B-1
<PAGE>


                                                                     EXHIBIT C




                              FORM OF CERTIFICATE



THIS CERTIFICATE REPRESENTS AN UNDIVIDED INTEREST IN THE TRUST AND DOES NOT
EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY THE
TRUSTOR OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE DEPOSITED ASSETS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR ANY OTHER PERSON.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

CERTIFICATE NUMBER: 1                $15,000,000 Certificate Stated Amount
CUSIP: 78478QAA9                                       15,000 Certificates
CERTIFICATE INTEREST RATE:                          Variable Floating Rate

                    STRATS(SM) CERTIFICATES, SERIES 2005-5

evidencing an undivided interest in the Trust, as defined below, the assets of
which include $15,000,000 aggregate liquidation amount of 5.850% Capital
Securities due August 1, 2035 issued by the Underlying Securities Issuer.

This Certificate does not represent an interest in or obligation of the
Trustor or any of its affiliates.

          THIS CERTIFIES THAT Cede & Co. is the registered owner of a
nonassessable, fully-paid, fractional undivided interest in STRATS(SM) Trust For
JPMorgan Chase Capital XVII Securities, Series 2005-5 (the "Trust") formed by
SYNTHETIC FIXED-INCOME SECURITIES, INC., as Trustor (the "Trustor") evidenced
by Certificates in the number and the Stated Amount set forth above.

          The Trust was created pursuant to a Base Trust Agreement, dated as
of September 26, 2003 (as amended and supplemented, the "Agreement"), between
the Trustor and U.S. Bank Trust National Association, a national banking
association, not in its individual capacity but


                                     C-1
<PAGE>


solely as Trustee (the "Trustee"), as supplemented by the STRATS(SM)
Certificates Series Supplement 2005-5, dated as of October 24, 2005 (the
"Series Supplement" and, together with the Agreement, the "Trust Agreement"),
between the Trustor and the Trustee. 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 interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Trustee with respect hereto. A copy of the Trust Agreement
may be obtained from the Trustee by written request sent to the Corporate
Trust Office. Capitalized terms used but not defined herein have the meanings
assigned to them in the Trust Agreement.

          This Certificate is one of the duly authorized Certificates
designated as "STRATS(SM) Certificates, Series 2005-5 (herein called the
"Certificate" or "Certificates"). This Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement, to
which Trust Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound. The assets of the
Trust include the Underlying Securities, all proceeds of the Underlying
Securities and the Trust's rights under the Swap Agreement.

          Under the Trust Agreement, there shall be distributed on the dates
specified in the Trust Agreement (a "Distribution Date"), to the person in
whose name this Certificate is registered at the close of business on the
related Record Date, such Certificateholder's fractional undivided interest in
the amount of distributions of the Underlying Securities to be distributed to
Certificateholders on such Distribution Date and distributions to the Trust
under the Swap Agreement. The Underlying Securities will pay interest on
February 1 and August 1 of each year. The principal of the Underlying
Securities is scheduled to be paid on August 1, 2035. The Swap Agreement
provides for payments on the 1st calendar day of each month, commencing on
November 1, 2005, except during a Deferral Period.

          During any Deferral Period, interest on the Certificates will
continue to accrue at a specified rate and will be payable on the next
succeeding Underlying Securities Payment Date once (i) distributions on the
Underlying Securities have resumed and (ii) all amounts due and payable on the
Underlying Securities have been received by the Trust and any amounts owed to
the Swap Counterparty under the Swap Agreement have been paid to the Swap
Counterparty. Thereafter, and so long as the Swap Agreement is in effect,
interest on the Certificates will be payable semi-annually on each February 1
and August 1 (or the next succeeding business day), until the Certificates
have been retired.

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

          The Underlying Securities held by the Trust are subject to the
rights of the Swap Counterparty, as provided for in the Series Supplement and
the Swap Agreement, and each Certificateholder, by accepting its Certificate,
acknowledges such rights in accordance with the terms of the Series Supplement
and the Swap Agreement.

          It is the intent of the Trustor and the Certificateholders that the
Trust will be classified as a grantor trust under subpart E, Part I of
subchapter J of the Internal Revenue Code of 1986, as


                                     C-2
<PAGE>


amended. Except as otherwise required by appropriate taxing authorities, the
Trustor and the Trustee, by executing the Trust Agreement, and each
Certificateholder, by acceptance of a Certificate, agrees to treat, and to
take no action inconsistent with the treatment of, the Certificates for such
tax purposes as interests in a grantor trust and the provisions of the Trust
Agreement shall be interpreted to further this intention of the parties.

          By acceptance of a Certificate, each Certificateholder (1) elects to
integrate the Underlying Securities and the Swap Agreement for United States
federal income tax purposes, (2) authorizes and directs the trustee (or the
trustee's agent) to retain, as part of the Certificateholder's books and
records, information that (a) describes the Underlying Securities and the Swap
Agreement, (b) identifies the two positions as integrated for federal income
tax purposes and (c) describes the features of the resulting "synthetic" debt
instrument and (3) agrees to retain copies of such information as provided to
the Certificateholder by the Trust.

          Each Certificateholder, by its acceptance of a Certificate,
covenants and agrees that such Certificateholder shall not, prior to the date
which is one year and one day after the termination of the Trust Agreement,
acquiesce, petition or otherwise invoke or cause the Trustor to invoke the
process of any court or governmental authority for the purpose of commencing
or sustaining a case against the Trustor under any federal or state
bankruptcy, insolvency, reorganization or similar law or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Trustor or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Trustor.

          Certificates may not be acquired by or for the account of any
employee benefit plan, trust or account, including an individual retirement
account, that is subject to the requirements of Title I of the Employee
Retirement Income Security Act of 1974, as amended, or that is described in
Section 4975(e)(1) of the Code, or by or for the account of any entity whose
underlying assets include any assets subject to these laws by reason of
investment in that entity by such plans, trusts or accounts. By accepting and
holding this Certificate, the holder of this Certificate will be deemed to
have represented and warranted that it is not a plan or entity described
above, and that its acquisition and holding of this Certificate are in
compliance with the foregoing restrictions.

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

          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 Holder hereof to any benefit under the Trust
Agreement or be valid for any purpose.

          A copy of the Trust Agreement is available upon request and all of
its terms and conditions are hereby incorporated by reference and made a part
hereof.

          THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


                                     C-3
<PAGE>


IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.



                        STRATS(SM) TRUST FOR JPMORGAN CHASE CAPITAL XVII
                        SECURITIES, SERIES 2005-5

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


                        By: ______________________________________________
                            Authorized Signatory

Dated:  October 24, 2005

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the STRATS(SM) Certificates, Series 2005-5, described in the
Trust Agreement referred to herein.

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


By: _________________________________________
    Authorized Signatory


                                     C-4
<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 type 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
Register, 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. Signatures must be guaranteed
by an "eligible guarantor institution" meeting the requirements of the
Certificate Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Certificate
Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.


                                     C-5
<PAGE>


                                                                     EXHIBIT D





                                    ISDA(R)
                 International Swap Dealers Association, Inc.

                               MASTER AGREEMENT

                         dated as of October 24, 2005


 Wachovia Bank, National Association and STRATS(SM) Trust for JPMorgan Chase
                          Capital XVII Series 2005-5



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

Accordingly, the parties agree as follows: --

1.    Interpretation

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

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

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

2.    Obligations

(a)   General Conditions.

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

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

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


                                    D-1-1
<PAGE>




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

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

      (i) in the same currency; and

      (ii) in respect of the same Transaction,

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

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

(d)   Deduction or Withholding for Tax.

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

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

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

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

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

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

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


                                    D-1-2
<PAGE>


      (ii) Liability. If: --

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

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

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

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

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

3.    Representations

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

(a)   Basic Representations.

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

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

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

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

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


                                    D-1-3
<PAGE>


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

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

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

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

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

4.    Agreements

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

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

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

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

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

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

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

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

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

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


                                    D-1-4
<PAGE>


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

5.    Events of Default and Termination Events

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

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

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

      (iii) Credit Support Default.

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

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

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

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

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

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


                                    D-1-5
<PAGE>


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

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

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

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

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

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

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


                                    D-1-6
<PAGE>


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

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

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

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

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

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

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

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

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


                                    D-1-7
<PAGE>


6.    Early Termination

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

(b)   Right to Terminate Following Termination Event.

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

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

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

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

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

      (iv) Right to Terminate. If: --

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

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

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


                                    D-1-8
<PAGE>


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

(c)   Effect of Designation.

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

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

(d)   Calculations.

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

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

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

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

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

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

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


                                    D-1-9
<PAGE>


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

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

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

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

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

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

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

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

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

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


                                    D-1-10
<PAGE>


7.    Transfer

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

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

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

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

8.    Contractual Currency

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

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

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

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


                                    D-1-11
<PAGE>


9.    Miscellaneous

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

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

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

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

(e)   Counterparts and Confirmations.

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

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

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

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

10.   Offices; Multibranch Parties

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

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

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

11.   Expenses

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


                                    D-1-12
<PAGE>


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

12.      Notices

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

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

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

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

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

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

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

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

13.   Governing Law and Jurisdiction

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

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

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

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

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

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


                                    D-1-13
<PAGE>


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

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

14.   Definitions

As used in this Agreement: --

"Additional Termination Event" has the meaning specified in Section 5(b).

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

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

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

"Applicable Rate" means: --

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

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

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

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

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

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

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

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified
as such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

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


                                    D-1-14
<PAGE>


"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if
applicable, in the Schedule.

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

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

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

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

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be
its total losses and costs (or gain, in which case expressed as a negative
number) in connection with this Agreement or that Terminated Transaction or
group of Terminated Transactions, as the case may be, including any loss of
bargain, cost of funding or, at the election of such party but without
duplication, loss or cost incurred as a result of its terminating,
liquidating, obtaining or reestablishing any hedge or related trading position
(or any gain resulting from any of them). Loss includes losses and costs (or
gains) in respect of any payment or delivery required to have been made
(assuming satisfaction of each applicable condition precedent) on or before
the relevant Early Termination Date and not made, except, so as to avoid
duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does
not include a party's legal fees and out-of-pocket expenses referred to under
Section 11. A party will determine its Loss as of the relevant Early
Termination Date, or, if that is not reasonably practicable, as of the
earliest date thereafter as is reasonably practicable. A party may (but need
not) determine its Loss by reference to quotations of relevant rates or prices
from one or more leading dealers in the relevant markets.

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


                                    D-1-15
<PAGE>


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

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

"Non-defaulting Party" has the meaning specified in Section 6(a).

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

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

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

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

"Scheduled Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

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

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

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

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

"Specified Entity" has the meaning specified in the Schedule.


                                    D-1-16
<PAGE>


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

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

"Stamp Tax" means any stamp, registration, documentation or similar tax.

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

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

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

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

"Termination Currency" has the meaning specified in the Schedule.

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

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

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

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


                                    D-1-17
<PAGE>


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

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



<TABLE>
<CAPTION>

<S>                                                          <C>
      WACHOVIA BANK, NATIONAL ASSOCIATION                    STRATS(SM) TRUST FOR JPMORGAN CHASE CAPITAL XVII
                                                             SECURITIES, SERIES 2005-5

                                                             By: U.S. Bank Trust National Association, as Trustee

By: _______________________________________________          By: _______________________________________________
     Name:                                                       Name:
     Title:                                                      Title:
     Date:  October 24, 2005                                     Date:  October 24, 2005
</TABLE>


                                    D-1-18
<PAGE>





                                                                   Exhibit D-2

                                   SCHEDULE
                                    to the
                               MASTER AGREEMENT
                     dated as of October 24, 2005 between
                WACHOVIA BANK, NATIONAL ASSOCIATION ("Party A")
                                      and
         STRATS(SM) TRUST FOR JPMORGAN CHASE CAPITAL XVII SECURITIES,
                           SERIES 2005-5 ("Party B")

Part 1.     Termination Provisions

(a)         "Specified Entity" means, with respect to Party A for all
            purposes of this Agreement, none specified, and with respect
            to Party B for all purposes of this Agreement, none
            specified.

(b)         "Specified Transaction" has its meaning as defined in
            Section 14 of this Agreement.

(c)         "Cross Default" does not apply to Party A or Party B.

(d)         "Credit Event Upon Merger" does not apply to Party A or
            Party B.

(e)         "Automatic Early Termination" does not apply to Party A or
            Party B.

(f)         Payments on Early Termination. Except as otherwise provided in
            this Schedule, "Market Quotation" and the "Second Method" apply.
            In the case of any Terminated Transaction that is, or is subject
            to, any unexercised option, the words "economic equivalent of any
            payment or delivery" appearing in the definition of "Market
            Quotation" shall be construed to take into account the economic
            equivalent of the option. Additionally, in the event an Early
            Termination Date is designated by Party B in connection with an
            Event of Default or Termination Event with respect to which Party
            A is the Defaulting Party or sole Affected Party, then in no event
            shall any Settlement Amount be payable under Section 6(e) of the
            Agreement by either Party A or Party B.

(g)         "Termination Currency" means United States Dollars.

(h)         Limitation on Defaults. The Events of Default specified in Section
            5 of this Agreement shall not apply to Party A or Party B except
            for the following:

            (i)   Section 5(a)(i) of this Agreement (Failure to Pay or
                  Deliver); provided, however, notwithstanding anything
                  contained in Section 5(a)(i) of this Agreement, in no event
                  shall any failure to pay by: (x) Party A during the
                  occurrence of any Deferral Period (as defined in the Trust
                  Agreement) and continuing until such time as any amounts
                  owed by Party B during such Deferral Period have been paid
                  in full; or (y) Party B during the occurrence of any
                  Deferral Period, constitute an Event of Default under
                  Section 5(a)(i) of this Agreement; provided, further, that
                  notwithstanding the foregoing provision, during any such
                  Deferral Period, the "Default Interest"


                                    D-2-1
<PAGE>


                  provisions of Section 2(e) hereof shall apply with respect
                  to any amounts which are otherwise due and payable, but have
                  not been paid hereunder (expressly including any
                  non-payments which, as a result of subsection (x) or (y)
                  above, would not constitute an Event of Default under
                  Section 5(a)(i) of this Agreement) and for purposes hereof
                  only, the Default Rate shall be deemed to be 5.850% and
                  compounded semi-annually on a 30/360 basis notwithstanding
                  any provisions in Section 2(e) to the contrary.

            (ii)  Section 5(a)(vii) of this Agreement (Bankruptcy), provided
                  that, the failure to make any payment of interest on or
                  principal of the Certificates which does not give rise to an
                  event of default pursuant to the terms of the Trust
                  Agreement shall not be deemed to constitute a Bankruptcy
                  within the meaning of clause (2) thereof with respect to
                  Party B; and

            (iii) Section 5(a)(viii) of this Agreement (Merger Without
                  Assumption).

(i)         Additional Termination Events.

            (i)   The occurrence of any of the following events shall be an
                  Additional Termination Event:

                  (A)   the unsecured and unsubordinated debt obligations of
                        Party A are assigned a rating by S&P below the Hedge
                        Counterparty Required Rating ("S&P Required Rating
                        Downgrade Event"), and Party A fails to make a
                        Permitted Transfer in accordance with the provisions
                        of Part 6(a)(ii) of this Schedule within seven (7)
                        Business Days of the date on which Party A's unsecured
                        and unsubordinated debt obligations were assigned a
                        rating by S&P below the Hedge Counterparty Required
                        Rating. Party A shall notify Party B within one (1)
                        Business Day of the occurrence of a S&P Required
                        Rating Downgrade Event;

                  (B)   The Certificates become due and payable prior to their
                        final scheduled maturity date for any reason;

                  (C)   Party B fails to comply with sub-paragraph (e)(i) of
                        Part 6 of this Schedule; any prepayment, redemption,
                        retirement, liquidation or distribution of the
                        Underlying Securities (including as a result of a
                        Payment Default, an Acceleration or an SEC Reporting
                        Failure (as such terms are defined in the Trust
                        Agreement)) or other prepayment in full of all
                        Certificates outstanding occurs under the Trust
                        Agreement (or any notice is given to that effect and
                        such prepayment, redemption, retirement, liquidation
                        or distribution of the Underlying Securities is not
                        capable of being rescinded); any Trust Termination
                        Event (as defined in the Trust Agreement) occurs under
                        the Trust Agreement (or any notice is given by the
                        Trustee or any other authorized party to that effect)
                        and the Trustee, the Certificateholders or any other
                        authorized party thereunder takes any action or
                        exercises any rights or


                                    D-2-2
<PAGE>


                        remedies under the Trust Agreement or under law that
                        would result in (1) the appropriation of all right,
                        title and interest in and to the assets under the
                        Trust Agreement in satisfaction, in whole or in part,
                        of the obligations secured thereby, (2) the sale,
                        liquidation or disposition of the assets under the
                        Trust Agreement and the application of the proceeds
                        thereof, in whole or in part, to the obligations
                        secured thereby, or (3) the release of the security
                        interest in the assets granted under the Trust
                        Agreement in exchange for receiving either the
                        payment, in whole or in part, of the obligations
                        secured thereby or substitute collateral or credit
                        support; or

                  (D)   Party B fails to comply with sub-paragraph (j)(i) of
                        Part 1 of this Schedule, or any Additional Termination
                        Event occurs under paragraph (j) of Part 1 of this
                        Schedule in either event to the extent of the
                        applicable Affected Notional Amount as described in
                        that paragraph.

            (ii)  For purposes of the right to terminate under Section
                  6(b)(iv), Party A will be the sole Affected Party for any
                  Additional Termination Event described in clause (A) of
                  sub-paragraph (i) above, and Party B will be the sole
                  Affected Party for any other Additional Termination Event.

            (iii) Notwithstanding which party is the Affected Party for any
                  Additional Termination Event, upon the occurrence of an
                  Early Termination Date for any Additional Termination Event
                  under this Part 1(i), Party A shall make the calculations
                  under Section 6(e) of this Agreement as though it were the
                  non-Affected Party for purposes of Section 6(e)(ii)(1) of
                  this Agreement.

            (iv)  "Hedge Counterparty Required Rating" means, as applicable,
                  at any time that any Certificates are outstanding under the
                  Trust Agreement and have a long-term rating by S&P, the
                  lower of: (x) the long-term rating assigned to the
                  Certificates by S&P; and (y) A- by S&P (for so long as any
                  Certificates are outstanding under the Trust Agreement and
                  are rated by S&P); provided that should S&P effect an
                  overall downward adjustment of its short-term or long-term
                  ratings, then the applicable Hedge Counterparty Required
                  Rating shall be downwardly adjusted accordingly; provided
                  further, that any adjustment to a rating shall be subject to
                  the prior written consent of S&P.

            (v)   "S&P" means, Standard & Poor's Ratings Services, a division
                  of The McGraw-Hill Companies ("S&P") (so long as any
                  Certificates deemed outstanding under the Trust Agreement
                  are rated by S&P).

(j)         Mandatory Reduction Events. To protect Party A's interest in the
            Trust Agreement as a source of payment for Party B's obligations
            hereunder, including the priority of those payments under the
            Trust Agreement, the following provisions shall apply with respect
            to all Transactions hereunder:


                                    D-2-3
<PAGE>


            (i)   If either (x) without the prior written consent of Party A,
                  Party B enters into any "Swap Agreement" (as defined in the
                  Trust Agreement) on any date (a "Principal Payment Date")
                  with any person or entity that would result in the Hedge
                  Notional Amount exceeding the remaining Principal Balance on
                  any date or (y) as the result of any payment, repayment,
                  retirement or redemption of any amount of the Principal
                  Balance under the Trust Agreement on any date (a "Principal
                  Payment Date"), (A) the Principal Balance would be reduced
                  to zero, or (B) the Hedge Notional Amount would exceed the
                  remaining Principal Balance (after giving effect to that
                  repayment), (each, a "Mandatory Reduction Event"), then not
                  later than 1:00 p.m. (New York City time) on the date
                  ("Mandatory Reduction Date") which is the second New York
                  Business Day prior to that Principal Payment Date, Party B
                  shall:

                  (1)      notify Party A of that Mandatory Reduction Event,
                           including the amount to be repaid and the
                           outstanding Hedge Notional Amount; and

                  (2)      specify in that notice each outstanding Transaction
                           hereunder and the corresponding amount by which the
                           Transactional Notional Amount of that Transaction
                           is to be reduced for that Mandatory Reduction Event
                           ("Affected Notional Amount") so that the Hedge
                           Notional Amount for any date (after giving effect
                           to all such reductions) would not exceed the
                           Principal Balance for that date (after giving
                           effect to any repayment) (except that if the
                           Principal Balance is reduced to zero, the Hedge
                           Notional Amount shall be reduced to zero).

            "Hedge Notional Amount" means, as of the date of determination, an
            amount equal to the aggregate Notional Amount outstanding on that
            date and for the then current Calculation Period of all
            Transactions outstanding under any Swap Agreement (as defined in
            the Trust Agreement) then in effect.

            "Principal Balance" means, on any date, the aggregate principal
            amount of the Certificates, outstanding under the Trust Agreement
            on that date, after giving effect to all repayments, redemptions,
            advances or distributions of principal thereon on that date.

            (ii)  For each Transaction for which a corresponding Affected
                  Notional Amount is specified ("Affected Transaction")
                  pursuant to sub-paragraph (i) above, the Notional Amount of
                  that Affected Transaction shall be reduced as of the
                  Mandatory Reduction Date by an amount equal to the Affected
                  Notional Amount (and, if the Notional Amount otherwise
                  accretes or amortizes after the Mandatory Reduction Date,
                  the effect of that reduction shall be to reduce
                  proportionately the Notional Amount of each future
                  Calculation Period remaining under the Transaction), and an
                  Additional Termination Event and Early Termination Date
                  shall be deemed to have occurred on the Mandatory Reduction
                  Date for that Transaction and Party B will be the sole
                  Affected Party. For purposes of such Early Termination Date,
                  the term "Terminated Transaction" as used in Section 6(e) of
                  this Agreement shall be only that part of the Affected
                  Transaction relating to the Affected Notional Amount, and
                  the remainder of the Affected Transaction shall continue in
                  full force and effect as a Transaction


                                    D-2-4
<PAGE>


                  hereunder subject to the terms of this Agreement. The amount
                  payable under Section 6(e) of this Agreement with respect to
                  any such Early Termination Date shall be due and payable in
                  accordance with such Section 6(e), provided that such
                  payment shall be made no later than the next "Distribution
                  Date" under the Trust Agreement to occur after the Mandatory
                  Reduction Date, and provided further that the Market
                  Quotation with respect to any Terminated Transaction under
                  this sub-paragraph (ii) shall be determined on the basis of
                  the quotation of one Reference Market-maker selected by
                  Party A, which may be Party A to the extent its quotation is
                  reasonably determined in good faith.

(k)         Events of Default. An Event of Default shall not occur with
            respect to Party A under Section 5(a)(v)(1) or (2) or Section
            5(a)(vi) when the failure to pay or deliver, or the default, event
            of default or other similar condition or event, as the case may
            be, arises solely (i) out of a wire transfer problem or an
            operational or administrative error or omission (so long as the
            required funds or property required to make that payment or
            delivery were otherwise available to Party A), or (ii) from the
            general unavailability of the relevant currency due to exchange
            controls or other similar governmental action, but in either case
            only if the payment or delivery is made within three Local
            Business Days after the problem has been corrected, the error or
            omission has been discovered or the currency becomes generally
            available.

(l)         Modification of Section 5(a)(i) - Failure to Pay or Deliver.
            Section 5(a)(i) is hereby amended to add the following language
            immediately after the word "party" at the end of the third line of
            such subsection "provided, however, such cure period shall not
            apply with respect to any amounts payable on the Termination
            Date".

(m)         Reports. For purposes hereof, Party B shall cause to be delivered
            to Party A within 10 days of the end of each calendar month a
            statement ("Reporting Statement") showing the Stated Amount of all
            Outstanding Certificates as of the end of such month and the Hedge
            Notional Amount as of the end of such month and each following
            month during the term of this Agreement for all outstanding
            Transactions under all Swap Agreements which Party B has entered
            into, whether the same have already commenced or are scheduled to
            commence on a future date.

Part 2.     Tax Provisions

(a)         Payer Tax Representations. For the purpose of Section 3(e) of this
            Agreement, each party makes the following representation:

            It is not required by any applicable law, as modified by the
            practice of any relevant governmental revenue authority, of any
            Relevant Jurisdiction to make any deduction or withholding for or
            on account of any Tax from any payment (other than interest under
            Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it
            to the other party under this Agreement.

            In making this representation, a party may rely on (i) the
            accuracy of any representations made by the other party pursuant
            to Section 3(f) of this Agreement, (ii) the satisfaction of the


                                    D-2-5
<PAGE>


            agreement contained in Section 4(a)(i) or 4(a)(iii) of this
            Agreement, and the accuracy and effectiveness of any document
            provided by the other party pursuant to Section 4(a)(i) or
            4(a)(iii) of this Agreement, and (iii) the satisfaction of the
            agreement of the other party contained in Section 4(d) of this
            Agreement, provided that it shall not be a breach of this
            representation where reliance is placed on clause (ii) above and
            the other party does not deliver a form or document under Section
            4(a)(iii) by reason of material prejudice to its legal or
            commercial position.

(b)         Payee Tax Representations. For the purpose of Section 3(f)
            of this Agreement:

            (i)   Party A makes the following representation(s):

                  (A)   It is a national banking association organized or
                        formed under the laws of the United States and is a
                        United States resident for United States federal
                        income tax purposes.

                  (B)   Party A makes no other Payee Tax Representations.

            (ii)  Party B makes the following representation(s):

                  (A)   It is a common law trust organized or formed under the
                        laws of New York.


(c)         Tax Forms.

            (i)   Delivery of Tax Forms. For the purpose of Section 4(a)(i),
                  and without limiting Section 4(a)(iii), each party agrees to
                  duly complete, execute and deliver to the other party the
                  tax forms specified below with respect to it (A) before the
                  first Payment Date under this Agreement, (B) promptly upon
                  reasonable demand by the other party and (C) promptly upon
                  learning that any such form previously provided by the party
                  has become obsolete or incorrect.

            In addition, in the case of any tax form that is a Periodic Tax
            Form required to be delivered by Party B under this Agreement,
            Party B agrees to renew such tax form prior to its expiration by
            completing, executing and delivering to Party A that tax form
            ("Renewal Tax Form") in each succeeding third year following the
            year of execution of any such tax form or Renewal Tax Form
            delivered by Party B to Party A under this Agreement so that Party
            A receives each Renewal Tax Form not later than December 31 of the
            relevant year. "Periodic Tax Form" means any IRS Form W-9 that is
            delivered by Party B to Party A without a U.S. Taxpayer
            Identification Number.

            (ii)  Tax Forms to be Delivered by Party A:

            Party A will deliver a correct, complete and duly executed U.S.
            Internal Revenue Service Form W-9 (or successor thereto), together
            with appropriate attachments, that eliminates U.S. federal
            withholding and backup withholding tax on payments to Party A
            under this Agreement.


                                    D-2-6
<PAGE>


            (iii) Tax forms to be Delivered by Party B:

            Party B will deliver a correct, complete and duly executed U.S.
            Internal Revenue Service Form W-9 (or successor thereto), together
            with appropriate attachments, that eliminates U.S. federal
            withholding and backup withholding tax on payments to Party B
            under this Agreement.

Part 3.     Documents

(a)         Delivery of Documents. When it delivers this Agreement, each party
            shall also deliver its Closing Documents to the other party in
            form and substance reasonably satisfactory to the other party. For
            each Transaction, a party shall deliver, promptly upon request, a
            duly executed incumbency certificate for the person(s) executing
            the Confirmation for that Transaction on behalf of that party.

(b)         Closing Documents.

            (i)   For Party A, "Closing Documents" mean:

                  (A)   an opinion of Party A's counsel addressed to Party B
                        in form and substance acceptable to Party B;

                  (B)   a duly executed incumbency certificate for each person
                        executing this Agreement for Party A, or in lieu
                        thereof, a copy of the relevant pages of its official
                        signature book; and

                  (C)   each Credit Support Document (if any) specified for
                        Party A in this Schedule, together with a duly
                        executed incumbency certificate for the person(s)
                        executing that Credit Support Document, or in lieu
                        thereof, a copy of the relevant pages of its official
                        signature book.

            (ii)  For Party B, "Closing Documents" mean:

                  (A)   an opinion of Party B's counsel addressed to Party A
                        in form and substance acceptable to Party A;

                  (B)   a duly executed copy of the Trust Agreement and the
                        other operative documents relating thereto and
                        referred to therein, executed and delivered by the
                        parties thereto.

                  (C)   a copy, certified by the secretary or assistant
                        secretary of Party B, of the resolutions of the board
                        of directors or extracts from the bylaws of Party B
                        authorizing the execution, delivery and performance by
                        Party B of this Agreement and authorizing Party B to
                        enter into Transactions hereunder; and


                                    D-2-7
<PAGE>


                  (D)   a duly executed certificate of the secretary or
                        assistant secretary of Party B certifying the name and
                        true signature of each person authorized to execute
                        this Agreement and enter into Transactions for Party
                        B.

Part 4.     Miscellaneous

(a)         Addresses for Notices. For purposes of Section 12(a) of this
            Agreement, all notices to a party shall, with respect to any
            particular Transaction, be sent to its address, telex number or
            facsimile number specified in the relevant Confirmation, provided
            that any notice under Section 5 or 6 of this Agreement, and any
            notice under this Agreement not related to a particular
            Transaction, shall be sent to a party at its address, telex number
            or facsimile number specified below.

            To Party A:

            WACHOVIA BANK, NATIONAL ASSOCIATION
            301 South College, DC-8
            Charlotte, NC 28202-0600
            Attention: Bruce M. Young
            Senior Vice President, Risk Management

            Fax: (704) 383-0575
            Phone: (704) 383-8778

            To Party B:

            STRATS(SM) Trust for JPMorgan Chase Capital XVII Securities,
            Series 2005-5
            U.S. Bank Trust National Association
            100 Wall Street, Suite 1600
            New York, New York 10005
            Attention: Corporate Trust
            Fax: (212)809-5459

(b)         Process Agent. Not applicable.

(c)         Offices. Section 10(a) applies.

(d)         Multibranch Party. Neither party is a Multibranch Party.

(e)         "Calculation Agent" means Party A.

(f)         Credit Support Document.

            (i)   For Party A, the following is a Credit Support Document:
                  none specified.

            (ii)  For Party B, the following is a Credit Support Document:
                  none specified.


                                    D-2-8
<PAGE>


(g)         Credit Support Provider.

            (i)   For Party A, Credit Support Provider means: none specified.

            (ii)  For Party B, Credit Support Provider means: none specified.

(h)         Governing Law. This Agreement will be governed by and construed in
            accordance with the law (and not the law of conflicts except with
            respect to ss.ss. 5-1401 and 5-1402 of the New York General
            Obligations Law) of the State of New York.

(i)         Waiver of Jury Trial. To the extent permitted by applicable law,
            each party irrevocably waives any and all right to trial by jury
            in any legal proceeding in connection with this Agreement, any
            Credit Support Document to which it is a party, or any
            Transaction.

(j)         Netting of Payments. Section 2(c)(ii) of this Agreement will apply.

(k)         "Affiliate" has its meaning as defined in Section 14 of this
            Agreement.

Part 5.     Other Provisions

(a)         ISDA Publications.

            (i)   2000 ISDA Definitions. This Agreement and each Transaction
                  are subject to the 2000 ISDA Definitions (including its
                  Annex) published by the International Swaps and Derivatives
                  Association, Inc. (together, the "2000 ISDA Definitions")
                  and will be governed by the provisions of the 2000 ISDA
                  Definitions. The provisions of the 2000 ISDA Definitions are
                  incorporated by reference in, and shall form part of, this
                  Agreement and each Confirmation. Any reference to a "Swap
                  Transaction" in the 2000 ISDA Definitions is deemed to be a
                  reference to a "Transaction" for purposes of this Agreement
                  or any Confirmation, and any reference to a "Transaction" in
                  this Agreement or any Confirmation is deemed to be a
                  reference to a "Swap Transaction" for purposes of the 2000
                  ISDA Definitions. The provisions of this Agreement
                  (exclusive of the 2000 ISDA Definitions) shall prevail in
                  the event of any conflict between such provisions and the
                  2000 ISDA Definitions.

(b)         Additional Representations. Section 3 is amended by adding the
            following Sections 3(g), (h), (i) and (j):

            "(g) Non-Reliance. For any Relevant Agreement: (i) it acts as
            principal and not as agent; (ii) it acknowledges that the other
            party acts only at arm's length and is not its agent, broker,
            advisor or fiduciary in any respect, and any agency, brokerage,
            advisory or fiduciary services that the other party (or any of its
            affiliates) may otherwise provide to the party (or to any of its
            affiliates) excludes the Relevant Agreement; (iii) with respect to
            Party A, it understands the Relevant Agreement and those risks,
            has determined they are appropriate for it, and willingly assumes
            those risks, and with respect to Party B, it has been directed to
            execute the Relevant Agreement and it understands the Relevant
            Agreement and those risks and willingly assumes those risks; (iv)
            it has not relied and will not be relying upon any evaluation or


                                    D-2-9
<PAGE>


            advice (including any recommendation, opinion, or representation)
            from the other party, or the representatives or advisors of the
            other party (except representations expressly made in the Relevant
            Agreement or an opinion of counsel required thereunder); and (vi)
            if a party is acting as a Calculation Agent or Valuation Agent, it
            does so not as the other party's agent or fiduciary, but on an
            arm's length basis for the purpose of performing an administrative
            function in good faith.

            "Relevant Agreement" means this Agreement, each Transaction, each
            Confirmation, any Credit Support Document, and any agreement
            (including any amendment, modification, transfer or early
            termination) between the parties relating thereto or to any
            Transaction.

            (h) Eligibility. It is an "eligible contract participant" within
            the meaning of the Commodity Exchange Act (as amended by the
            Commodity Futures Modernization Act of 2000).

            (i) FDIC Requirements. If it is a bank subject to the requirements
            of 12 U.S.C. ss. 1823(e), its execution, delivery and performance
            of this Agreement (including the Schedule and each Confirmation)
            have been approved by its board of directors or its loan
            committee, such approval is reflected in the minutes of said board
            of directors or loan committee, and this Agreement (including the
            Schedule and each Confirmation) will be maintained as one of its
            official records continuously from the time of its execution (or
            in the case of any Confirmation, continuously until such time as
            the relevant Transaction matures and the obligations therefor are
            satisfied in full).

            (j) ERISA. It is not (i) an employee benefit plan as defined in
            Section 3(3) of the Employee Retirement Income Security Act of
            1974, as amended ("ERISA") or a plan as defined in Section 4975(e)
            of the Internal Revenue Code of 1986, as amended (the "Code"),
            subject to Title I of ERISA or Section 4975 of the Code, or a plan
            as so defined but which is not subject to Title I of ERISA or
            Section 4975 of the Code (each, an "ERISA Plan"), (ii) a person or
            entity acting on behalf of an ERISA Plan, or (iii) a person or
            entity the assets of which constitute assets of an ERISA Plan.

(c)         Recorded Conversations. Each party and any of its Affiliates may
            electronically record any of its telephone conversations with the
            other party or with any of the other party's Affiliates in
            connection with this Agreement or any Transaction, and any such
            recordings may be submitted in evidence in any proceeding to
            establish any matters pertinent to this Agreement or any
            Transaction.

(d)         Confirmation Procedures. Upon receipt thereof, Party B shall
            examine the terms of each Confirmation sent by Party A, and unless
            Party B objects to the terms within three New York business days
            after receipt of that Confirmation, those terms shall be deemed
            accepted and correct absent manifest error, in which case that
            Confirmation will be sufficient to form a binding supplement to
            this Agreement notwithstanding Section 9(e)(ii) of this Agreement.


                                    D-2-10
<PAGE>


Part 6.     Additional Terms Relating to the Trust Agreement

(a)         Permitted Transfers.

            (i)   Notwithstanding Section 7 of this Agreement, Party A may
                  make a Permitted Transfer without the prior written consent
                  of Party B, and at Party A's own cost and expense, if either
                  of the following events occurs:

                  (A)   the unsecured and unsubordinated debt obligations of
                        Party A are rated below the Hedge Counterparty
                        Required Rating by S&P at the time of the transfer; or

                  (B)   any Tax Event or Tax Event Upon Merger exists with
                        respect to Party A at the time of the transfer.

            (ii)  "Permitted Transfer" means a transfer, in whole but not in
                  part, of all of Party A's rights and obligations under this
                  Agreement and which meets all of the following requirements:

                  (A)   the transferee is a "Qualified Hedge Party " (as
                        defined in the Trust Agreement) or a recognized dealer
                        in interest rate swaps organized under the laws of the
                        United States of America or a jurisdiction located in
                        the United States of America (or another jurisdiction
                        reasonably acceptable to Party B and the Trustee under
                        the Trust Agreement) that, at the time of the
                        transfer, maintains (or its proposed guarantor
                        maintains) the Hedge Counterparty Required Rating from
                        S&P on its unsecured and unsubordinated debt, deposit
                        or letter of credit obligations;

                  (B)   S&P confirms in writing that such transfer will not
                        result in a reduction or withdrawal of its then
                        current rating of the Certificates under the Trust
                        Agreement with respect to which it has previously
                        issued a rating;

                  (C)   neither an Event of Default with respect to the
                        transferee nor a Termination Event would exist
                        immediately after that transfer;

                  (D)   the transferee executes and delivers a written
                        agreement reasonably satisfactory to Party B and the
                        Trustee under the Trust Agreement in which the
                        transferee, among other things, legally and
                        effectively accepts all the rights and assumes all the
                        obligations of Party A under this Agreement; and

                  (E)   such transfer otherwise complies with the terms of the
                        Trust Agreement.

(b)         Transfer. No Party to this Agreement may transfer its obligations
            under this Agreement pursuant to Section 7(a) of this Agreement
            except upon written confirmation from S&P that, any such reduction
            would not cause S&P's then-current rating on the Certificates to
            be adversely qualified, reduced, suspended or withdrawn.


                                    D-2-11
<PAGE>


(c)         Payments. All payments to Party B under this Agreement or any
            Transaction shall be made to the Certificate Account created under
            the Trust Agreement.

(d)         Set-off. Party A and Party B hereby waive any and all right of
            set-off with respect to any amounts due under this Agreement or
            any Transaction, provided that nothing herein shall be construed
            to waive or otherwise limit the netting provisions contained in
            Sections 2(c) and 6(e) of this Agreement or the setoff rights
            contained in any Credit Support Annex.

(e)         Trust Agreement

            (i)   Party B hereby acknowledges that Party A is a secured party
                  under the Trust Agreement with respect to this Agreement and
                  a third-party beneficiary under the Trust Agreement and
                  Party B agrees for the benefit of Party A that neither it
                  nor any other Person will take any action (whether in the
                  form of an amendment, a modification, waiver, approval,
                  consent or otherwise) which may have a material adverse
                  effect with respect to the rights, interest or benefits
                  granted to Party A under the Trust Agreement with respect to
                  this Agreement, whether or not this Agreement is
                  specifically referred to or identified therein.

            (ii)  On the date Party B executes and delivers this Agreement and
                  on each date on which a Transaction is entered into, Party B
                  hereby represents and warrants to Party A: that the Trust
                  Agreement is in full force and effect; that Party B is not
                  party to any separate agreement with any of the parties to
                  the Trust Agreement that would have the effect of
                  diminishing or impairing the rights, interests or benefits
                  that have been granted to Party A under, and which are
                  expressly set forth in, the Trust Agreement; that Party B's
                  obligations under this Agreement are secured under the Trust
                  Agreement; and that nothing herein violates or conflicts
                  with any of the provisions of the Trust Agreement or any
                  other documents executed in connection therewith.

(f)         Consent to Notice & Communications. Party B hereby consents to the
            giving to the Trustee of notice by Party A of Party A's address
            and telecopy and telephone numbers for all purposes of the Trust
            Agreement, and in addition, Party A shall also be entitled at any
            time to provide the Trustee with copies of this Agreement,
            including all Confirmations. In addition, Party A shall not be
            precluded from communicating with the Trustee or any party to, or
            any third party beneficiary under, the Trust Agreement for the
            purpose of exercising, enforcing or protecting any of Party A's
            rights or remedies under this Agreement or any rights, interests
            or benefits granted to Party A under the Trust Agreement.

(g)         No Bankruptcy Petition. Party A agrees that, prior to the date
            which is at least one year and one day after all Rated
            Indebtedness (as hereinafter defined) has been paid in full, it
            will not institute against, or join any other person or entity in
            instituting against, Party B any bankruptcy, reorganization,
            arrangement, insolvency, moratorium or liquidation proceedings, or
            other proceedings under federal or State bankruptcy or similar
            laws, provided that nothing herein shall preclude, or be deemed to
            estop, Party A from taking any action in any case or proceeding
            voluntarily filed or commenced by or on behalf of Party B or in
            any involuntary case or proceeding after it has commenced.


                                    D-2-12
<PAGE>


(h)         Limitation of Liability. Notwithstanding anything contained herein
            to the contrary, in executing this Agreement (including the
            Schedule and each Confirmation) on behalf of Party B, the Trustee
            is acting solely in its capacity as trustee of Party B and not in
            its individual capacity, and in no event shall the Trustee, in its
            individual capacity or as beneficial owner of Party B, have any
            liability for the representations, warranties, covenants,
            agreements or other obligations of Party B hereunder, for which
            recourse shall be had solely to the assets of Party B.

(i)         Party A Rights Solely Against Collateral. The liability of Party B
            to Party A hereunder is limited in recourse to the assets of Party
            B and to the extent that the proceeds of such assets, when applied
            in accordance with the Trust Agreement, are insufficient to meet
            the obligations of Party B hereunder in full, Party B shall have
            no further liability in respect of any such outstanding
            obligations and any obligations of Party B which remain
            outstanding shall be extinguished. Party A further agrees that it
            shall not take any action against the directors, shareholders,
            administrator or officers of Party B to recover any amounts due
            hereunder (absent fraud or willful misconduct by any such person).
            This clause shall survive the termination of this agreement for
            any reason.

Part 7.     Definitions:

            All capitalized terms used herein and not defined, shall have the
            definition ascribed to them in the Trust Agreement.

            "Rated Indebtedness," means the Certificates issued under the
            Trust Agreement.

            "Securities Intermediary" means U.S. Bank Trust, National
            Association or any successor, acting as Securities Intermediary
            pursuant to the Trust Agreement.

            "Trust Agreement" means that certain STRATS(SM) Certificates
            Series Supplement 2005-5 between Synthetic Fixed-Income
            Securities, Inc., as trustor (the "Trustor") and the Trustee and
            Securities Intermediary, dated as of October 24, 2005, which was
            entered into pursuant to, and as a supplement to, that certain
            Base Trust Agreement, dated as of September 26, 2003 by and
            between the Trustor and the Trustee.

            "Trustee" means U.S. Bank Trust, National Association or any
            successor, acting as Trustee pursuant to the Trust Agreement.


                                    D-2-13
<PAGE>


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

WACHOVIA BANK, NATIONAL ASSOCIATION




By:  __________________________________
     Name:
     Title:



STRATS(SM) TRUST FOR JPMORGAN CHASE CAPITAL XVII SECURITIES, SERIES 2005-5

By:  U.S. Bank Trust National Association, as Trustee



By: __________________________________
Name:
Title:


<PAGE>


                        SWAP TRANSACTION CONFIRMATION

[LOGO OMITTED] WACHOVIA



Date:       October 21, 2005
To:         STRATS(SM) Trust for JPMorgan Chase Capital XVII Securities,
            Series 2005-5 ("Counterparty")
Address:    US Bank Trust, National Association
            100 Wall Street
            Suite 1600
            New York NY 10005
            USA
Fax:        212-809-5459
Attention:  Confirmations
From:       Wachovia Bank, N.A. ("Wachovia")
Ref. No.    1210312, 1210313


Dear Sir or Madam:

This confirms the terms of the Transaction described below between
Counterparty and Wachovia. The definitions and provisions contained in the
2000 ISDA Definitions, as published by the International Swaps and Derivatives
Association, Inc., are incorporated into this Confirmation. In the event of
any inconsistency between those definitions and provisions and this
Confirmation, this Confirmation will govern.

This Confirmation supplements, forms part of, and is subject to, the ISDA
Master Agreement between Wachovia and Counterparty dated as of October 26,
2005, as amended and supplemented from time to time (the "ISDA Master
Agreement"). All provisions contained or incorporated by reference in the
Master Agreement will govern this Confirmation except as expressly modified
herein.

1. The terms of the particular Transaction to which the Confirmation relates
are as follows:


Transaction Type:                Interest Rate Swap

Currency for Payments:           U.S. Dollars

Notional Amount:                 USD 15,000,000.00

Term:
   Trade Date:                   October 12, 2005
   Effective Date:               October 24, 2005. The Effective Date is the
                                 first day of the first Calculation Period.
                                 However, the rights and obligations of both
                                 parties under this Transaction are in effect
                                 as of the Trade Date.

Termination Date:                August 01, 2035 in respect of Fixed Amounts,
                                 subject to the Following Business Day
                                 Convention. August 01, 2035 in respect of
                                 Floating Amounts, subject to the Modified
                                 Following Business Day Convention.

Fixed Amounts:
   Fixed Rate Payer:             Counterparty
   Period End Dates:             Semi-annually on the 1st of each February and
                                 August commencing February 01,


                                            D-3-1
<PAGE>


                                 2006, through and including the Termination
                                 Date.

Payment Dates:                   Semi-annually on the 1st of each February and
                                 August commencing 2006, through and including
                                 the Termination Date.

Business Day Convention:         Following

Business Day:                    New York, London

Fixed Rate:                      5.85%

Fixed Rate Day Count
Fraction:                        30/360


Additional Fixed Amount:

Fixed Amount Payer:              Wachovia

Fixed Amount:                    USD 18,000.00

Fixed Amount
Payment Date:                    October 24, 2005


Floating Amounts:

Floating Rate Payer:             Wachovia

Period End Dates:                Monthly on the 1st of each month, commencing
                                 November 01, 2005, including the Termination
                                 Date.

Payment Dates:                   Monthly on the 1st of each month, commencing
                                 November 01, 2005, including the Termination
                                 Date. Provided, however, following the
                                 occurrence Deferral Period (as defined in the
                                 Trust Agreement), Payment Dates shall
                                 automatically change to be semi-annually on
                                 the 1st of August and February commencing on
                                 the February 1st or August 1st occurring on
                                 or immediately termination of the applicable
                                 Deferral Period, through and including the
                                 Date.

Business Day Convention:         Following

Business Day:                    New York

Floating Rate for initial
Calculation Period:              Determined two London Banking Days prior to
                                 the Effective Date.

Floating Rate Option:            USD-LIBOR-BBA

Designated Maturity:             6 Months

Spread:                          Plus 1.00%

Floating Rate Day Count
Fraction:                        30/360

Floating Rate determined:        Two London Banking Days prior to each Reset
                                 Date.

Reset Dates:                     The first day of each Calculation Period.

Compounding:                     Inapplicable

Rounding convention:             5 decimal places per the ISDA Definitions.


Interest Rate Cap:


Floating Rate Payer:             Counterparty

Cap Rate:                        8.00%


                                    D-3-2
<PAGE>


Period End Dates:                Monthly on the 1st of each month, commencing
                                 November 01, 2005, through and including the
                                 Termination Date.

Payment Dates:                   Monthly on the 1st of each month, commencing
                                 November 01, 2005, through and including the
                                 Termination Date. Provided, however,
                                 following the occurrence of any Deferral
                                 Period (as defined in the Trust Agreement),
                                 Payment Dates shall automatically change to
                                 be semi-annually on the 1st of August and
                                 February commencing on the February 1st or
                                 August 1st occurring on or immediately after
                                 the termination of the applicable Deferral
                                 Period, through and including the Termination
                                 Date.

Business Day Convention:         Following

Business Day:                    New York

Floating Rate for initial
Calculation Period:              Determined two London Banking Days prior to
                                 the Effective Date.

Floating Rate Option:            USD-LIBOR-BBA

Designated Maturity:             6 Months

Spread:                          Plus 1.00%

Floating Rate Day Count
Fraction:                        30/360

Floating Rate determined:        Two London Banking Days prior to each Reset
                                 Date.

Reset Dates:                     The first day of each Calculation Period.

Compounding:                     Inapplicable

Rounding convention:             5 decimal places per the ISDA Definitions.



2. The additional provisions of this Confirmation are as follows:

Calculation Agent:               Wachovia
Payment Instructions:            Wachovia Wholesale Lockbox
                                 P.O. Box 60308
                                 Charlotte, NC 28260-0308

Wachovia Contacts:               Settlements and/or Rate Resets:
                                 Tel: (800) 249-3865
                                 Fax: (704) 383-9139

                                 Documentation :
                                 Tel: (704) 383-4599
                                 Fax: (704) 383-9139

                                 Collateral :
                                 Tel: (704) 383-9529

                                 Please quote transaction reference number.

Payments to Counterparty:        Please provide written payment instructions.
                                 Wachovia will make no payments until
                                 written payment instructions are received.
                                 Phone: 1-800-249-3865 Fax: 1-704-383-8429

Additional Terms:

"Trust Agreement" means that certain STRATS(SM) Certificates Series Supplement
2005-5 between Synthetic Fixed Income Securities, Inc., as trustor (the
"Trustor") and the Trustee and Securities Intermediary dated October 26, 2005,
which was entered into pursuant to, and as a supplement to, that certain Base
Trust Agreement, dated as of September 26, 2003 by and between the Trustor and
Trustee.


                                    D-3-3
<PAGE>


Miscellaneous:

The Parties hereby acknowledge and agree that the Payments hereunder shall be
subject to the Provisions of Part 1(h)(i) of the Schedule to the ISDA Master
Agreement, including, but not limited to the obligation to pay default
interest in connection with any non-payments hereunder due to a Deferral
Period (as defined in the Trust Agreement).


                                    D-3-4
<PAGE>


Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing a copy of this Confirmation and returning it to us or
by sending to us a letter substantially similar to this letter, which letter
sets forth the material terms of the Transaction to which this Confirmation
relates and indicates your agreement to those terms.



                                   Very truly yours,
                                   Wachovia Bank, N.A.

                                   By:__________________________
                                   Name:
                                   Title:




                                   SP___



                                   Ref. No. 1210312, 1213013



Accepted and confirmed as of date first above written:
STRATS(SM) Trust for JPMorgan Chase Capital XVII Securities, Series 2005-5

By: U.S. Bank Trust National Association, as Trustee

By:__________________________
Name:
Title:



                                    D-3-5
<PAGE>


                                                                     EXHIBIT E



                   EVIDENCE OF INTEGRATION FOR TAX PURPOSES

          This information is retained on behalf of each Certificateholder and
is intended to comply with requirements imposed by Section 1.1275-6(e) of the
United States Treasury Regulations.

     (1) The date the qualifying debt instrument was issued or acquired (or is
     expected to be issued or acquired) by the taxpayer and the date the
     Section 1.1275-6 hedge was entered into by the taxpayer.

     The Trust acquired the qualifying debt instrument on October 24, 2005 and
     entered into the Section 1.1275-6 hedge on the same date. Each
     Certificateholder simultaneously acquires its interest in the qualifying
     debt instrument and enters into the Section 1.1275-6 hedge on the trade
     date identified in the trade confirmation for the purchase of
     Certificates.

     (2) A description of the qualifying debt instrument and the Section
     1.1275-6 hedge.

     The qualifying debt instrument is $15,000,000 in aggregate liquidation
     amount of 5.850% Capital Securities due August 1, 2035 issued by JPMorgan
     Chase Capital XVII. The Section 1.1275-6 hedge is a swap agreement
     between the Trust and Wachovia Bank, N.A., as evidenced by an ISDA Master
     Agreement (including a schedule thereto) dated as of October 24, 2005 and
     as supplemented by a confirmation number 1210312, 1210313 in the form
     attached to this series supplement as Exhibit D.

     (3) A summary of the cash flows and accruals resulting from treating the
     qualifying debt instrument and the Section 1.1275-6 hedge as an
     integrated transaction (that is, the cash flows and accruals on the
     synthetic debt instrument).

          A single principal payment of $15,000,000 is payable on the maturity
date of August 1, 2035. Except during a Deferral Period, interest payments at
six-month LIBOR plus 1.00% per annum (but no more than 8.00% per annum) (each
such interest payment, an "Interest Payment") are payable on the 1st day of
each calendar month (or if the 1st calendar day is not a business day, on the
next succeeding business day).

          During any Deferral Period, the Interest Payment for each Interest
Period will be calculated as described above and will accumulate additional
interest on the amount of each deferred Interest Payment from the Distribution
Date on which it otherwise would have been paid at the Underlying Securities
Interest Rate compounded semi-annually on the basis of a 360-day year
consisting of twelve 30-day months. The amount of the Interest Payment payable
for any partial period will be computed on the basis of the actual number of
days elapsed per 30-day month. Such Interest Payments will resume once (i)
distributions on the Underlying Securities have resumed and (ii) all amounts
due and payable on the Underlying Securities have been


                                     E-1
<PAGE>


received by the Trust and any amounts owed to the Swap Counterparty under the
Swap Agreement have been paid to the Swap Counterparty. Following the
satisfaction of these conditions, Interest Payments, as described above, on
the Certificates will thereafter be payable semi-annually on the next
succeeding Underlying Securities Payment Date once distributions on the
Underlying Securities have resumed.

          For any Interest Period (as hereinafter defined), "six-month LIBOR"
will be, with respect to any LIBOR Determination Date (as hereinafter
defined), the London interbank offered rate for six-month (such period being
referred to as the "Designated Maturity") United States dollar deposits,
commencing on the second London Banking Day (as defined below) immediately
following such LIBOR Determination Date, which appears on Telerate Page 3750
(as defined below) as of 11:00 a.m., London time, on such LIBOR Determination
Date. If such rate does not appear on Telerate Page 3750 at such time, LIBOR
for the Designated Maturity will be determined on the basis of the rates at
which deposits in U.S. Dollars are offered by the Reference Banks (as defined
below) at approximately 11:00 a.m., London time, on the LIBOR Determination
Date to prime banks in the London interbank market for a period of the
Designated Maturity commencing on the first day of the related Interest Period
and in an amount that is representative for a single transaction in such
market at the relevant time. The Calculation Agent will request the principal
London office of each of the Reference Banks to provide a quotation of its
rate. If at least two such quotations are provided, the rate for that Interest
Period will be the arithmetic mean of the quotations. If fewer than two
quotations are provided as requested, the rate for that Interest Period will
be the arithmetic mean of the rates quoted by major banks in New York City,
selected by the Calculation Agent, at approximately 11:00 a.m., New York City
time, on the first day of the related Interest Period for loans in U.S.
Dollars to leading European banks for a period of the Designated Maturity
commencing on the first day of the related Interest Period and in an amount
that is representative for a single transaction in such market at the relevant
time.

          "Interest Period" means, with respect to the first distribution
date, the period from and including the original issue date of the
Certificates to, but excluding, November 1, 2005, and thereafter, so long as
the Swap Agreement is in effect, the period from and including the 1st day of
the preceding calendar month to, but excluding, the 1st day of the current
calendar month.

          "LIBOR Determination Date" means for each Interest Period, the
second London Banking Day preceding the commencement of such Interest Period.

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

          "Reference Banks" means four major banks in the London interbank
market on the related LIBOR Determination Date, as selected by the Calculation
Agent.

          "Telerate Page 3750" means the display page so designated on
Moneyline's Telerate Service (or such other page as may replace that page on
that service, or such other service as may be nominated as the information
vendor, for the purpose of displaying LIBOR).


                                     E-2