<PAGE>
                                                                     EXHIBIT 4.2

================================================================================

                                   [Form OF]

                                TRUST AGREEMENT

                                    between

                      CORPORATE ASSET BACKED CORPORATION,
                                  as Depositor

                                      and

                            -----------------------,
                          as Trustee and Option Agent

                                     CABCO

                              Series 200_-_ Trust

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

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                           AND AGREEMENT PROVISIONS(1)

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

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

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

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

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

          315(a)                                       7.1(a), 7.1(b),
                                                                7.1(c)

             (b)                                                7.1(g)
             (d)                                                7.1(c)
             (e)                                                7.1(j)

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

          317(a)                                        Not Applicable
          317(b)                                                   6.4

          318(a)                                                 10.12
</TABLE>


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

                                        i
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE.........................1

Section 1.1.  Definitions....................................................1
Section 1.2.  Other Definitional Provisions..................................8
Section 1.3.  Incorporation by Reference of Trust Indenture Act..............9

ARTICLE II ORGANIZATION......................................................9

Section 2.1.  Creation of Trust; Trust Assets and Obligations................9
Section 2.2.  Name of Trust.................................................11
Section 2.3.  Business of Trust.............................................11
Section 2.4.  Trust Office..................................................11
Section 2.5.  Purposes and Powers...........................................11
Section 2.6.  Appointment of Trustee........................................12
Section 2.7.  Declaration of Trust..........................................12
Section 2.8.  Liability of Certificateholders...............................12
Section 2.9.  Title to Trust Property.......................................12
Section 2.10. Situs of Trust................................................12
Section 2.11. Representations and Warranties of Depositor...................12
Section 2.12. Tax Treatment.................................................14
Section 2.13. Retained Interest.............................................14
Section 2.14. Additional Underlying Securities and Certificates.............14
Section 2.15. Call Options, Exercise of Call Options and Exchange of
              Certificates for Underlying Securities........................15
Section 2.16. Mergers.......................................................18
Section 2.17. Grant of Security Interest....................................19

ARTICLE III THE CERTIFICATES................................................21

Section 3.1.  The Certificates..............................................21
Section 3.2.  Form of the Certificates......................................22
Section 3.3.  Execution, Authentication and Delivery........................22
Section 3.4.  Registration of Certificates; Registration of Transfer
              and Exchange of Certificates..................................22
Section 3.5.  Mutilated, Destroyed, Lost or Stolen Certificates.............23
Section 3.6.  Persons Deemed Certificateholders.............................24
Section 3.7.  Access to List of Certificateholders' Names and Addresses.....24
Section 3.8.  Preservation of Information; Communications to
              Certificateholders............................................25
Section 3.9.  Legend on Global Certificates.................................25
Section 3.10. Definitive Certificates.......................................26
Section 3.11. [Reserved]....................................................26
Section 3.12. [Transfer Restrictions on Class   Certificates]...............26
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                         <C>
Section 3.13. Actions by Certificateholders.................................29
Section 3.14. Additional Legends............................................30

ARTICLE IV EXCHANGE ACT REPORTING BY THE DEPOSITOR..........................31

Section 4.1.  Exchange Act Reporting By the Depositor.......................31

ARTICLE V ACTIONS BY TRUSTEE................................................32

Section 5.1.  Prior Notice to Certificateholders and Option Agent with
              Respect to Certain Matters....................................32
Section 5.2.  Action by Trustee with Respect to Certain Matters.............33
Section 5.3.  Majority Control..............................................33

ARTICLE VI APPLICATION OF TRUST FUNDS; CERTAIN DUTIES.......................33

Section 6.1.  Establishment of Collection Account and Securities
              Account.......................................................33
Section 6.2.  Application of Trust Funds....................................34
Section 6.3.  Certain Provisions Applicable to all Distributions to
              Certificateholders............................................36
Section 6.4.  Appointment of Paying Agent...................................37
Section 6.5.  Method of Payment.............................................37
Section 6.6.  Reports to Certificateholders.................................38
Section 6.7.  Accounting and Information to Certificateholders,
              Internal Revenue Service and Others...........................38
Section 6.8.  Signature on Returns..........................................39
Section 6.9.  No Implied Duties of the Depositor............................39

ARTICLE VII THE TRUSTEE.....................................................39

Section 7.1.  Duties of Trustee; Notice of Defaults.........................39
Section 7.2.  Rights of Trustee.............................................41
Section 7.3.  Acceptance of Trusts and Duties...............................41
Section 7.4.  Preferential Collection of Claims Against Trustee.............42
Section 7.5.  Action Upon Instruction by Certificateholders.................42
Section 7.6.  Furnishing of Documents; Reports to Certificateholders
              and DTC.......................................................43
Section 7.7.  Representations and Warranties of Trustee.....................44
Section 7.8.  Reliance; Advice of Counsel...................................45
Section 7.9.  Trustee May Own Certificates..................................46
Section 7.10. Compensation and Indemnity....................................46
Section 7.11. Replacement of Trustee........................................46
Section 7.12. Merger or Consolidation of Trustee............................48
Section 7.13. Appointment of Co-Trustee or Separate Trustee.................48
Section 7.14. Eligibility Requirements for Trustee..........................49
Section 7.15. Voting of the Underlying Securities Other than in the
              Case of an Underlying Securities Event of Default.............50
Section 7.16. Trustee's Enforcement and Voting of Underlying Securities
              Upon an Underlying Securities Event of Default................52
Section 7.17. Annual Statement..............................................53
</TABLE>


                                      iii
<PAGE>
<TABLE>
<S>                                                                         <C>
ARTICLE VIII TERMINATION OF AGREEMENT.......................................53

Section 8.1.  Termination of Agreement......................................53

ARTICLE IX AMENDMENTS.......................................................54

Section 9.1.  Allocation of Voting Rights...................................54
Section 9.2.  Amendments Without Consent of Certificateholders..............55
Section 9.3.  Amendments With Consent of Certificateholders.................55
Section 9.4.  Form of Amendments............................................55

ARTICLE X MISCELLANEOUS.....................................................56

Section 10.1. Certificateholders Have No Legal Title to Trust Property......56
Section 10.2. Limitations on Rights of Others...............................56
Section 10.3. Notices.......................................................56
Section 10.4. Tax Classification Election...................................57
Section 10.5. Severability..................................................57
Section 10.6. Counterparts..................................................57
Section 10.7. Successors and Assigns........................................57
Section 10.8. No Petition Covenant..........................................57
Section 10.9. No Recourse...................................................58
Section 10.10. Headings.....................................................58
Section 10.11. Governing Law................................................58
Section 10.12. Conflict with Trust Indenture Act............................58
</TABLE>


                                       iv
<PAGE>
Exhibit A   --    Series 200_-_ Underlying Securities Schedule

Exhibit B   --    Terms of the Certificates

Exhibit C   --    Form of Class ____ Certificate

[Exhibit D  --    Form of Class ____ Certificate]

[Exhibit E  --    Form of Investment Letter for Class ____ Certificates]


                                        v
<PAGE>
                                 TRUST AGREEMENT

            TRUST AGREEMENT, dated as of __________, 200__ (this "Agreement"),
between Corporate Asset Backed Corporation, as depositor (the "Depositor"), and
_______________________, as trustee (the "Trustee") for CABCO Series 200_-_
Trust (the "Trust") and as option agent (in such capacity, the "Option Agent")
for the holders of the Certificates from time to time with respect to the Call
Options described below.

            The Trust is issuing $[___________ ] in initial aggregate
certificate principal balance of class ____ [callable] certificates (the "Class
____ Certificates"), entitled to distributions of principal, premium (if any)
and interest[, and $[___________ ] in initial aggregate Certificate Notional
Amount of class ____ [callable] certificates (the "Class _____ Certificates")
entitled to distributions of interest only (the "Class ______ Certificates", and
collectively with the Class _____ Certificates, the "Certificates")].

<TABLE>
<CAPTION>
                          AGGREGATE            AGGREGATE
                         CERTIFICATE          CERTIFICATE            ANNUAL
 TITLE OF SECURITY    PRINCIPAL BALANCE    NOTIONAL AMOUNT    PASS-THROUGH RATE
-------------------   -----------------   ----------------    -----------------
<S>                   <C>                 <C>                 <C>
    [----------]        [----------]        [----------]        [----------]
</TABLE>

            The Trust is acquiring the securities described in Exhibit A,
excluding the Retained Interest. The Certificates, in the aggregate, will
evidence the entire beneficial ownership of the assets of the Trust, including
such securities, subject to the liabilities of the Trust, if any. The
Certificates are subject to the Call Options.

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

                                    ARTICLE I

                  DEFINITIONS AND INCORPORATION BY REFERENCE

            Section 1.1. Definitions.

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

            "Affiliate" means, with respect to any specified Person, any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly


                                        1
<PAGE>
or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

            "Agreement" means this Trust Agreement.

            "Available Funds" means, with respect to any Distribution Date and
any other date on which Underlying Securities are redeemed pursuant to the
Underlying Securities Indenture, or purchased, repurchased, prepaid or
liquidated in whole or in part, an amount (including any non-cash property)
equal to all amounts received on or with respect to the Underlying Securities
and on deposit in the Collection Account on such Distribution Date or other
date, as applicable.

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

            "Benefit Plan Investor" means (a) an employee benefit plan (as
defined in Section 3(3) of ERISA) whether or not it is subject to the provisions
of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code, or
(c) any entity whose underlying assets include plan assets by reason of a plan's
investment in the entity.

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

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

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

            "Call Option Agreement" means [each of] the Class ____ Call Option
Agreement [and the Class ____ Call Option Agreement].

            "Call Option Certificates" means the physical certificates
evidencing the Call Options, substantially in the forms attached as exhibits to
the Call Option Agreements.

            "Call Options" means the call options with respect to the Class
_____ Certificates [and the Class ____ Certificates] granted to the Depositor by
UBS Securities LLC under the Call Option Agreement[s].

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

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

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

            ["Certificate Notional Amount" means, initially, with respect to the
Class _____ Certificates and each Certificate of such Class, the amount
identified as the initial Certificate


                                        2
<PAGE>
Notional Amount with respect to such Class (in Section 3.1(b)) or Certificate,
as applicable, and thereafter, such initial amount as reduced by the aggregate
of all amounts allocable to principal previously distributed to Class _____
Certificateholders, and as increased pursuant to Section 2.14, if applicable.]

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

            "Certificate Principal Balance" means, initially, with respect to
the Class _____ Certificates and each Certificate of such Class, the amount
identified as the initial Certificate Principal Balance with respect to such
Class (in Section 3.1(b)) or Certificate, as applicable, and, thereafter, such
initial amount as reduced by the aggregate of all amounts allocable to principal
previously distributed to Class _____ Certificateholders, and as increased
pursuant to Section 2.14, if applicable.

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

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

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

            "Class _____ Call Option Agreement" means the agreement among the
Depositor, UBS Securities LLC and the Option Agent dated as of __________,
200__, pursuant to which the Class _____ Options are issued.

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

            "Class _____ Option" has the meaning specified in the Class _____
Call Option Agreement.

            ["Class _____ Call Option Agreement" means the agreement among the
Depositor, UBS Securities LLC and the Option Agent dated as of __________,
200__, pursuant to which the Class _____ Options are issued].

            ["Class _____ Certificates" has the meaning specified in the
preamble to this Agreement].

            ["Class _____ Option" has the meaning specified in the Class _____
Call Option Agreement].

            "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.

            "Closing Date" means _____________, 200__.


                                        3
<PAGE>
            "Code" means the Internal Revenue Code of 1986.

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

            "Commission" means the Securities and Exchange Commission.

            "Corporate Trust Office" means the principal office of the Trustee
at which at any particular time its corporate trust business shall be
administered, which office is initially located at
______________________________________________________, or the principal
corporate trust office of any successor Trustee as designated by such successor
Trustee by notice to the Certificateholders and each Rating Agency, or, in
either case, such other office as the Trustee may designate from time to time by
notice to the Certificateholders and each Rating Agency.

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

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

            "Distribution Date" means each ______ and ____________ (or if any of
those dates is not a Business Day, the next succeeding Business Day) commencing
___________, 200__, and ending on the earlier of the Final Distribution Date and
the date on which the Trust is terminated under this Agreement.

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

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

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

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

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

            "Final Distribution Date" means ______, 20____.


                                        4
<PAGE>
            "Grant" means to sell, convey, assign, transfer, create, grant a
lien upon and a security interest in and right to set-off against, deposit, set
over and confirm to the Trustee pursuant to this Agreement, and the terms
"Granted" and "Granting" have meanings correlative to the foregoing. A Grant of
any Underlying Securities or of any instrument shall include all rights, powers
and options (but none of the obligations) of the Granting party thereunder,
including the immediate and continuing right to claim for, collect, receive and
give receipt for principal, premium, if any, and interest payments in respect of
such Underlying Securities and all other moneys payable thereunder, to give and
receive notices and other communications, to make waivers or other agreements,
to exercise all rights and options, and generally to do and receive anything
that the Granting party was entitled to do or receive thereunder or with respect
thereto prior to the Grant.

            ["Initial Purchaser" means UBS Securities LLC, in its capacity as
initial purchaser of the Class _____ Certificates under the Purchase Agreement].

            "Investment Company Act" means the Investment Company Act of 1940,
as amended.

            "Moody's" means Moody's Investors Service, Inc., and any successor.

            "Option Agent" means _______________________, in its capacity as
Option Agent under each Call Option and each Call Option Agreement, and any
successor in such capacity as described in Section 2.1(b).

            "Option Holder" means a holder of a Call Option.

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

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

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

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

                  (c) Certificates in exchange for or in lieu of which other
Certificates have been authenticated and delivered pursuant to this Agreement,
or the replacement Certificates thereof recovered by the Trustee pursuant to
Section 3.5(b) when a Protected Purchaser presents proof satisfactory to the
Trustee that it holds the original Certificates and is a Protected Purchaser;

                                       5
<PAGE>
provided that in determining whether the Certificateholders have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Certificates owned by or pledged to the Depositor, the Trustee in its individual
capacity, or any Affiliate of either of the foregoing Persons shall be
disregarded and for purposes of determining the requisite Certificate Principal
Balance of Certificates shall be deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Certificates that the Trustee actually knows to be so owned shall be so
disregarded. In order to give effect to the foregoing provision, the Depositor
shall promptly give or cause to be given written notice to the Trustee of any
Certificates to its knowledge owned by or pledged to the Depositor or any
Affiliate, and shall refrain (and use commercially reasonable efforts to cause
its Affiliates to refrain) from giving any such request, demand, authorization,
direction, notice, consent or waiver.

            "Paying Agent" has the meaning specified in Section 6.4.

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

            "Placement Agency Agreement" means a placement agency agreement
dated _____________, 200__, between UBS Securities LLC and the Depositor in
terms of which UBS Securities LLC agrees to act as placement agent for the
Depositor in the sale of the Call Options on a "best efforts" basis.

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

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

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

            ["Purchase Agreement" means the purchase agreement dated
_____________, 200__, between the Initial Purchaser and the Depositor in terms
of which the Initial Purchaser agrees to purchase from the Depositor, and the
Depositor agrees to sell to the Initial Purchaser, the Class _____
Certificates].

            ["QIB" has the meaning specified in Section 3.12(e).]

            "Rating Agency" means each of Moody's and Standard & Poor's.

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


                                        6
<PAGE>
            "Record Date" means, with respect to each Distribution Date, the
15th calendar day prior to such Distribution Date, whether or not a Business
Day.

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

            "Retained Interest" means, (a) with respect to the Underlying
Securities Granted to the Trustee on the Closing Date, the interest accrued on
such Underlying Securities from and including _____________, 200__, to but
excluding the Closing Date, and (b) with respect to additional Underlying
Securities Granted to the Trustee pursuant to the provisions of Section 2.14 on
any other date, interest accrued from and including the later of (x)
_____________, 200__, and (y) the immediately preceding Underlying Securities
Payment Date, to but excluding the date of the Grant of such additional
Underlying Securities.

            "Rule 144A" has the meaning specified in Section 3.12(e).

            "Securities Account" means the securities account established
pursuant to Section 2.17.

            "Securities Intermediary" means _______________________, maintaining
the Securities Account in its capacity as securities intermediary within the
meaning of Section 8-102 of the UCC, and any qualified successor.

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

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

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

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

            "Trust" means the trust created pursuant to this Agreement.

            "Trust Assets" means the Underlying Securities, any proceeds
thereof, the Collection Account, and any other assets of the Trust from time to
time.

            "Trustee" means the Trustee specified in this Agreement and any
successor qualifying under Section 7.14.


                                        7
<PAGE>
            "UCC" means the Uniform Commercial Code as in effect from time to
time in the State of New York.

            "Underlying Securities" has the meaning set forth in Section 2.1 and
includes any additional Underlying Securities Granted to the Trustee pursuant to
the provisions of Section 2.14.

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

            ["Underlying Securities Guarantors" means ________________________].

            "Underlying Securities Indenture" means the indenture among the
Underlying Securities Issuer[, the Underlying Securities Guarantors] and the
Underlying Securities Indenture Trustee.

            "Underlying Securities Indenture Trustee" means
______________________ and any successor provided for in the Underlying
Securities Indenture.

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

            "Underlying Securities Payment Date" means __________________
commencing _______________, 200__, and any other date on which Underlying
Securities are redeemed pursuant to the Underlying Securities Indenture, or
repurchased, prepaid or liquidated in whole or in part or on which any
unscheduled payment is made on the Underlying Securities.

            "Underwriters" means UBS Securities LLC and UBS Financial Services
Inc., each in its capacity as Underwriter under the Underwriting Agreement.

            "Underwriting Agreement" means the underwriting agreement between
the Depositor and the Underwriters, dated _____________, 200__ pursuant to which
the Underwriters agree to purchase from the Depositor, and the Depositor agrees
to sell to the Underwriters, the Class _____ Certificates.

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

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

            Section 1.2. Other Definitional Provisions.

            All references in this Agreement to Articles, Sections, subsections
and Exhibits are to Articles, Sections, subsections and Exhibits to this
Agreement unless otherwise specified.


                                        8
<PAGE>
All terms defined in this Agreement shall have the defined meanings when used in
any certificate, notice, Call Option, Certificate or other document made or
delivered pursuant hereto, unless otherwise defined therein. Whenever used in
this Agreement, except as otherwise expressly provided or unless the context
otherwise requires, any noun or pronoun shall be deemed to include the plural as
well as the singular and to cover both genders.

            Section 1.3. Incorporation by Reference of Trust Indenture Act.

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

            "indenture securities" means the Certificates.

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

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

                                   ARTICLE II

                                  ORGANIZATION

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

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

                        (i) the securities described in Exhibit A, exclusive of
      the Retained Interest, which are being Granted, transferred and sold to
      the Trustee by the Depositor simultaneously with the execution of this
      Agreement, and any additional Underlying Securities Granted to the Trustee
      pursuant to Section 2.14 (in which event Exhibit A shall be amended to
      reflect the amount and date of such Grant), and

                        (ii) all right, title and interest in and to
      distributions on the securities described in Exhibit A after the date of
      this Agreement, exclusive of the Retained Interest, including any
      distributions on any additional Underlying Securities Granted to the
      Trustee pursuant to Section 2.14.

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


                                        9
<PAGE>
                  (b) The parties acknowledge that UBS Securities LLC, as the
initial purchaser, and then sole holder, of the Certificates, has granted the
Call Options to the Depositor under the Call Option Agreements, and the
Depositor intends to sell the Call Options, through UBS Securities LLC as
Placement Agent under the Placement Agency Agreement, to one or more third party
investors. By its purchase of a Certificate, (i) each Certificateholder agrees
to assume the obligation to perform the related Call Option on the terms and
conditions contained in the applicable Call Option Agreement, permitting the
Option Holder or its assignee to purchase such Certificate at the Call Price and
at the times specified in such Call Option Agreement and (ii) each
Certificateholder that purchases a Class _____ Certificate directly from the
Underwriters, in the case of the Class _____ Certificates[, or the Initial
Purchaser, in the case of the Class _____ Certificates,] agrees to make the
"integration election" set forth in Section 2.12 below. By its purchase of a
Certificate, each Certificateholder further agrees (x) to appoint
_______________________ as its agent ("Option Agent") to act on its behalf with
respect to the related Call Option under this Agreement and the applicable Call
Option Agreement, and (y) that upon any transfer of a Certificate, the
transferor of the Certificate shall be released from its obligation to perform
the related Call Option, and the transferor's appointment of
_______________________ as its agent with respect thereto shall thereupon
terminate. Under the terms of the Call Options, each single Call Option relating
to [$_______ ] in Certificate Principal Balance of Class _____ Certificates [or
[$______ ] in Certificate Notional Amount of Class _____ Certificates,]
respectively, may be assigned by the holder thereof in whole but not in part by
transfer in accordance with the terms thereof to any person other than to the
Depositor. The Call Options are not obligations of or securities issued by the
Trust, and are enforceable by each Option Holder against the Certificateholders
and the Option Agent to the extent set forth in the Call Option Agreements;
provided, however, that each Certificateholder agrees, by accepting a
Certificate, that following an exercise of a Call Option in compliance with the
Call Option Agreement, the Trustee shall treat the Option Holder as the
Certificateholder thereof, and distribute the Underlying Securities to the
Option Holder, as provided in Section 2.15 hereof.

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

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

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


                                       10
<PAGE>
            Section 2.2. Name of Trust.

            The name of the Trust is CABCO Series 200_-_ Trust.

            Section 2.3. Business of Trust.

            Subject to Section 2.5, the Trustee may conduct the business of the
Trust, make and execute contracts and other instruments on behalf of the Trust
and sue and be sued on behalf of the Trust or in the name of the Trust, subject
to the terms of this Agreement. In order to effectuate the purpose of the Trust,
on the Closing Date the Trustee shall, on behalf of the Trust, (a) acquire from
the Depositor the Underlying Securities for the benefit of the
Certificateholders; (b) issue the Certificates to or upon the order of the
Depositor for sale pursuant to the Underwriting Agreement (in the case of the
Class _____ Certificates) [or pursuant to the Purchase Agreement (in the case of
the Class _____ Certificates)]; and (c) enter into such other agreements,
execute such other documents and take such other actions as the Depositor may
direct in conjunction with the issuance of the Certificates.

            Section 2.4. Trust Office.

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

            Section 2.5. Purposes and Powers.

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

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

                  (b) to issue the Certificates;

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

                  (d) to distribute to the Certificateholders the proceeds of
the exercise of Call Options by the Option Holders and to distribute to the
Option Holders any Underlying Securities for which the Called Certificates are
exchanged; and

                  (e) to engage in those limited activities, upon appropriate
direction of the Depositor, including entering into agreements that are
necessary, suitable or convenient to accomplish the foregoing or are incidental
thereto or connected therewith, provided that they are


                                       11
<PAGE>
not inconsistent with the intended classification of the Trust as a grantor
trust for federal income tax purposes.

            The Trust is hereby authorized to engage in the foregoing
activities. The Trust shall not (a) engage in any activity not required by the
terms of this Agreement, or (b) issue or sell any certificates or other
obligations other than the Certificates and additional Certificates issued
pursuant to Section 2.14, or incur, assume or guaranty any indebtedness. After
the Closing Date, and subject to Sections 5.2 and 5.3 below, the Trust shall not
purchase or otherwise acquire any assets except as provided by Section 2.14, or,
subject to Section 7.15 and, in the case of an Underlying Securities Event of
Default, Section 7.16, agree to any modification of the terms of the Underlying
Securities. The Trust shall not take any action that is inconsistent with its
intended classification as a grantor trust for federal income tax purposes.

            Section 2.6. Appointment of Trustee.

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

            Section 2.7. Declaration of Trust.

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

            Section 2.8. Liability of Certificateholders.

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

            Section 2.9. Title to Trust Property.

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

            Section 2.10. Situs of Trust.

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

            Section 2.11. Representations and Warranties of Depositor.

            The Depositor hereby represents and warrants to the Trustee that:


                                       12
<PAGE>
                  (a) The Depositor has been duly organized and is validly
existing as a corporation in good standing under the laws of the State of
Delaware, with power and authority to own its properties and to conduct its
business as such properties are presently owned and such business is presently
conducted.

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

                  (c) The Depositor has the power and authority to execute and
deliver this Agreement and to carry out its terms; and the execution, delivery
and performance of this Agreement have been duly authorized by the Depositor by
all necessary corporate action. This Agreement, upon its execution and delivery
by the Depositor and assuming due authorization, execution and delivery by the
Trustee and Option Agent, will constitute a valid, legal and binding obligation
of the Depositor, enforceable against it in accordance with the terms hereof,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, receivership, moratorium or other laws relating to or affecting
the rights of creditors generally, and by general equity principles (regardless
of whether such enforcement is considered a proceeding in equity or at law).

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

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

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

                  (b) The Underlying Securities so delivered are genuine;

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

                  (d) Such delivery is irrevocable and free of any continuing
claim by the Depositor.


                                       13
<PAGE>
                  To the Depositor's knowledge, the information set forth on
Exhibit A attached hereto is true and correct in all material respects as of the
date hereof.

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

            Section 2.12. Tax Treatment.

            The Depositor and the Trustee, by entering into this Agreement, and
each Certificateholder and Certificate Owner, by acquiring a Certificate or
interest therein, (a) express their intention that the Trust (i) be classified
as a "grantor trust" under Subpart E, Part I of Subchapter J of the Code and
corresponding provisions of applicable state and local tax laws and not an
association taxable as a corporation for federal income tax purposes and (ii)
shall constitute a fixed investment trust for federal income tax purposes under
Treasury Regulation Section 301.7701-4, and (b) unless otherwise required by
appropriate taxing authorities, agree to treat the Certificates as representing
undivided beneficial ownership interests in the assets of the Trust, subject to
the obligations of the Trust (if any), for the purposes of federal income taxes,
state and local income and franchise taxes and any other taxes imposed upon,
measured by, or based upon gross or net income. Each initial Certificateholder
and Certificate Owner[, unless it owns Class _____ Certificates and all of the
Class _____ Options,] also agrees to elect and the Trustee in filing the federal
income information tax returns of the Trust agrees, except as otherwise required
under the Code or the Treasury Regulations, to treat its pro rata portion of the
Underlying Securities and the Call Options as integrated, and the combined
payments as payments on a single synthetic debt instrument in accordance with
Treasury Regulation Section 1.1275-6. Further, the provisions of this Agreement
shall be interpreted to further this intention of the parties.

            Section 2.13. Retained Interest.

            On the first Distribution Date after the Closing Date, the Trust
shall pay to the Depositor the Retained Interest on the securities identified in
Exhibit A, the right to payment of which is retained by the Depositor and is not
deposited in the Trust. On the first Distribution Date after the Grant to the
Trust of any Additional Underlying Securities, the Trust shall pay to the
Depositor the Retained Interest on such Additional Underlying Securities, the
right to payment of which shall be retained by the Depositor and not deposited
in the Trust.

            Section 2.14. Additional Underlying Securities and Certificates.

            The Depositor may transfer and sell to the Trust after the Closing
Date, securities of the issue described in Exhibit A, to be held as additional
Underlying Securities in connection with the issuance of additional Certificates
under this Section 2.14, upon at least three (3) Business Days' written notice
to the Trustee, and subject to (a) satisfaction of the Rating Agency Condition
and (b) delivery of an Opinion of Counsel to the effect that the sale of such
additional Underlying Securities and the issuance of additional Certificates as
provided in this Section 2.14 would not adversely affect the intended
classification of the Trust as a grantor trust for federal income tax purposes.
Such transfer, sale and issuance shall be evidenced by a cross-receipt


                                       14
<PAGE>
between the Depositor and the Trustee. Upon such transfer and sale to the Trust,
(a) the Trustee shall authenticate and deliver to the Depositor, or its order,
[(i)] Class _____ Certificates [and (ii) Class _____ Certificates in the same
relative proportions as the Class _____ Certificates and the Class _____
Certificates issued on the Closing Date, and] with an aggregate initial
Certificate Principal Balance [and Certificate Notional Amount, respectively,]
equal to the aggregate principal amount of such additional Underlying
Securities, provided that the aggregate Certificate Principal Balance of
additional Class _____ Certificates [and the aggregate Certificate Notional
Amount of Class _____ Certificates] shall in each case be greater than or equal
to [$ ], (b) UBS Securities LLC, as the initial purchaser from the Depositor,
and then sole holder, of the Certificates shall grant a Call Option in respect
of each Certificate to the Depositor, and the Option Agent shall execute and
deliver to the Depositor, and the Trustee shall acknowledge, such Call Options
on such additional Certificates, and (c) the Depositor shall use reasonable
commercial endeavors (directly or through UBS Securities LLC), immediately after
the grant of such Call Options, to sell such Call Options to the same entities
that then hold the Call Options on the existing Certificates, and in the same
proportions as those entities hold the existing Call Options, or to any other
persons that are designated by those entities, or the Depositor shall ensure
that the issuance of the additional Certificates and the related Call Options
shall not affect the right of the holders of the existing Call Options to
exercise their Call Options at any time. Each condition to be satisfied with
respect to a sale of Underlying Securities on the Closing Date shall be
satisfied with respect to a sale of additional Underlying Securities on the date
of sale thereof, each representation and warranty set forth in this Agreement to
be made on the Closing Date shall be deemed made (with respect to such
additional Underlying Securities, if applicable) on such date of sale, and from
and after such date of sale, all additional Underlying Securities held by the
Trustee shall be held on the same terms and conditions as the Underlying
Securities Granted on the Closing Date. Any such additional Class _____
Certificates [and Class _____ Certificates] authenticated and delivered shall
have the same terms and rank pari passu with Certificates of the corresponding
Classes of Certificates previously issued in accordance with this Agreement, and
any such additional Call Options shall have the same terms as the Call Options
previously granted in accordance with the Call Option Agreements.

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

                  (a) Concurrently with the execution of this Agreement,
_______________________, as Option Agent, shall execute the Call Option
Agreements and the Call Options, dated as of the date hereof, initially
evidencing all of the Call Options.

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


                                       15
<PAGE>
to be purchased from each Class _____ Certificateholder [or Class _____
Certificateholder] to avoid such fractional purchases.

                  (c) Unless the Call Options are exercised in connection with a
tender offer, upon a Call Date with respect to the exercise of Call Options,
upon notification to the Trustee by the Option Agent of the receipt of the Call
Price by the Option Agent and the satisfaction of the conditions specified in
the Call Option Agreements, the Class _____ Certificates [and the Class _____
Certificates] acquired pursuant to the exercise of the Call Options ([in each
case, such Class _____ Certificates and Class _____ Certificates] the "Called
Certificates") shall simultaneously with the delivery thereof to the Person
exercising such Call Options automatically be exchanged by the Trustee for
Underlying Securities having an aggregate principal amount equal to the
aggregate Certificate Principal Balance of such Class _____ Certificates. Such
delivery and exchange shall be deemed to have occurred upon the Call Date unless
the Call Price in respect of all the Called Certificates has not been paid by
the Option Holder to the Option Agent. The parties acknowledge that, pursuant to
the Call Option Agreements, the Call Notice shall automatically expire (i) if
the Call Option is being exercised other than in connection with a tender offer,
and the Option Holder has not paid the Call Price to the Option Agent by 10:00
a.m. (New York City time) on the Call Date, or (ii) in the case of a tender
offer, if the Trustee has not received payment of the Call Price from the
Underlying Securities Issuer or other purchaser by 10:00 a.m. (New York City
time) on the later of (A) the date specified for settlement in the Call Notice,
or (B) the earlier to occur of the date immediately following the date on which
the tender offer is consummated or the date on which it expired unconsummated,
and that, in such event, none of the Option Holder, the Option Agent or the
Trustee shall have any obligation with respect to the Call Notice, and the
expiration of a Call Notice shall in no way affect the Option Holder's right to
deliver a Call Notice at a later date.

                  (d) The Called Certificates shall be cancelled by the
Certificate Registrar, shall be deemed no longer to be Outstanding and shall
cease accruing interest immediately after the exchange described in Section
2.15(c), whether or not presented or surrendered by the applicable
Certificateholders to the Certificate Registrar for cancellation in accordance
with the provisions of Section 3.4(d), and without the requirement of any
further action by the holders thereof.

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

                                       16
<PAGE>
definitive physical form, and the cost thereof shall be paid out of the Call
Price in respect of such Called Certificates.

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

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

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

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

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

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


                                       17
<PAGE>
                        (iii) On the Call Date, the Call Price shall be deducted
      from the tender offer proceeds and paid to Certificateholders by the
      Trustee on behalf of the Option Agent, and the excess of the tender offer
      proceeds over the Call Price shall be paid to the exercising Option
      Holders pro rata in respect to their proportionate exercises of Call
      Options.

                        (iv) If fewer than all tendered Underlying Securities
      are accepted for payment and paid for, (A) the number of Call Options
      exercised shall be reduced so that the Certificate Principal Balance and
      Certificate Notional Amount of the applicable called Class _____ [and
      Class _____ Certificates, respectively,] corresponds to the principal
      amount of Underlying Securities accepted for payment and paid for; (B)
      each Option Holder's exercise shall be reduced by its share (proportionate
      to the amount specified in its Call Notice) of the principal amount of
      Underlying Securities not accepted for payment and paid for, (C) the Call
      Price shall be determined after giving effect to the reductions specified
      in clauses (A) and (B); (D) the Call Options not exercised shall remain
      outstanding; and (E) the excess of the tender offer proceeds over the Call
      Price shall be allocated in proportion to the number of Call Options
      deemed exercised as set forth in clause (A) above.

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

                        (vi) The parties acknowledge that under the Call Option
      Agreements, if Underlying Securities are redeemed in part by the
      Underlying Securities Issuer and the Option Holders do not exercise Class
      _____ Options [and Class _____ Options] with respect to all the Underlying
      Securities redeemed in such partial redemption, the number of Class _____
      Options [and Class _____ Options] held by each Option Holder shall be
      reduced proportionately so that the aggregate amount of Certificates
      callable by the exercise of Call Options shall equal the amount of
      outstanding Certificates after giving effect to such partial redemption.

            Section 2.16. Mergers.

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


                                       18
<PAGE>
            Section 2.17. Grant of Security Interest.

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

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

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

                  (c) [Reserved].

                  (d) In connection with any such deemed grant of a security
interest in the Underlying Securities (including additional Underlying
Securities transferred to the Trustee pursuant to Section 2.14),

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

                           (A) In the event the Underlying Securities are held
                           to be property of the Depositor, then this Agreement
                           creates a valid and continuing security interest (as
                           defined in the UCC) in the Underlying Securities in
                           favor of the Trustee, which security interest is
                           prior to all other liens, and is enforceable as such
                           as against creditors of, and purchasers from, the
                           Depositor. Under the UCC as in effect on the date of
                           this Agreement, if


                                       19
<PAGE>
                           this Agreement were deemed to create a security
                           interest, the procedures specified in this Agreement
                           would be sufficient to maintain a first priority lien
                           on the Underlying Securities for so long as the
                           Underlying Securities remain outstanding.

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

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

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

                              and

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

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

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

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


                                       20
<PAGE>
                                   ARTICLE III

                                THE CERTIFICATES

            Section 3.1. The Certificates.

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

                  (b) The Certificates shall consist of the Class _____
Certificates [and the Class _____ Certificates][,] and[, within each class, ]all
Certificates will be pari passu in priority of payments and otherwise. [The
right of the holders of the Class _____ Certificates to receive distributions
allocable to interest will rank pari passu with the right of the Class _____
Certificates to receive distributions allocable to interest,] each of the Class
_____ Certificates shall be issued in denominations of $[______] and integral
multiples of $[______] in excess thereof [and each of the Class _____
Certificates shall be issued with a Certificate Notional Amount of $[______] and
integral multiples of $[______] in excess thereof]. Purchases and redemptions of
a fraction of a single Class _____ Certificate or a single Class _____
Certificate shall not be permitted.

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

                  (c) The holders of the Class _____ Certificates shall be
entitled to receive on each Distribution Date the interest, if any, received on
the Underlying Securities, to the extent necessary to distribute interest at a
pass-through rate of ____% per annum on the Outstanding Certificate Principal
Balance of the Class _____ Certificates. [The holders of the Class _____
Certificates shall be entitled to receive on each Distribution Date the
interest, if any, received on the Underlying Securities, to the extent necessary
to distribute interest at a pass-through rate of ____% per annum on the
Outstanding Certificate Notional Amount of the Class _____ Certificates].


                                       21

<PAGE>
            Section 3.2. Form of the Certificates.

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

                  (b) The terms of the Forms of Certificates set forth in
Exhibits C [and D] to this Agreement shall form part of this Agreement.

            Section 3.3. Execution, Authentication and Delivery.

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

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

                  (a) The Certificate Registrar shall keep or cause to be kept,
at the office or agency of the Trust maintained pursuant to Section 2.4, a
register (the "Certificate Register") in which, subject to such reasonable
regulations as it may prescribe, the registrar appointed by the Depositor (the
"Certificate Registrar") shall provide for the registration of Certificates and
of transfers and exchanges of Certificates as provided herein; provided,


                                       22
<PAGE>
however, that no Certificate may be subdivided upon transfer or exchange such
that the denomination of any resulting Certificate is other than the authorized
denominations for the relevant Class specified in Section 3.1(b). The initial
Certificate Registrar shall be the Trustee. Upon any resignation of a
Certificate Registrar, the Trustee shall promptly appoint a successor or, if it
elects not to make such an appointment, assume the duties of Certificate
Registrar.

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

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

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

                  (e) No service charge shall be made for any registration of
transfer or exchange of Certificates, but the Trustee or the Certificate
Registrar may require the payment by the Certificateholder of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

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

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

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


                                       23
<PAGE>
destroyed, lost or stolen Certificate, a replacement Certificate of the same
Class and a like aggregate Certificate Principal Balance [or Certificate
Notional Amount,]; provided, however, that if any such mutilated, destroyed,
lost or stolen Certificate shall have become or within seven days shall be due
and payable, then instead of issuing a replacement Certificate the Trustee may
pay such mutilated, destroyed, lost or stolen Certificate when so due or
payable.

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

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

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

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

            Section 3.6. Persons Deemed Certificateholders.

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

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

                  (a) The Depositor shall furnish or cause to be furnished to
the Trustee on the Record Date before each Distribution Date, and at such other
times as the Trustee may request in writing, a list, in such form as the Trustee
may reasonably require, to the extent such information is in the possession or
control of the Depositor, of the names and addresses of the Certificateholders
as of such Record Date; provided, however, that so long as the Trustee is the


                                       24
<PAGE>
Certificate Registrar, the Depositor shall not be required to furnish such list
to the Trustee. If the Trustee is the Certificate Registrar, upon written
request by the Depositor, the Trustee shall furnish or cause to be furnished to
the Depositor, within fifteen (15) days after receipt of such request, a list,
in such form as the Depositor may reasonably require, of the names and addresses
of the Certificateholders as of the most recent Record Date. Each
Certificateholder, by receiving and holding a Certificate, shall be deemed to
have agreed not to hold any of the Depositor or the Trustee accountable by
reason of the disclosure of its name and address, regardless of the source from
which such information was derived.

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

            Section 3.8. Preservation of Information; Communications to
      Certificateholders.

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

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

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

            Section 3.9. Legend on Global Certificates.

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

                  THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF
                  THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED
                  IN THE NAME OF THE NOMINEE OF THE DEPOSITORY TRUST COMPANY
                  ("DTC"), CEDE & CO. THIS CERTIFICATE IS EXCHANGEABLE FOR
                  CERTIFICATES REGISTERED IN THE NAME OF A


                                       25
<PAGE>
                  PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED
                  CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND MAY NOT BE
                  TRANSFERRED EXCEPT AS A WHOLE BY DTC OR BY A NOMINEE OF DTC TO
                  DTC OR ANOTHER NOMINEE OF DTC.

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

            Section 3.10. Definitive Certificates.

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

            Section 3.11. [Reserved].

            [Section 3.12. Transfer Restrictions on Class _____ Certificates.


                                       26
<PAGE>
                  (a) No Certificateholder or Certificate Owner may, in any
transaction or series of transactions, directly or indirectly (each of the
following, a "transfer"), (i) sell, assign or otherwise in any manner dispose of
all or any part of its interest in any Class _____ Certificate issued to it,
whether by act, deed, merger or otherwise, or (ii) mortgage, pledge or create a
lien or security interest in such beneficial interest, unless such transfer
satisfies the conditions set forth in this Section 3.12. No purported transfer
of any legal, equitable or beneficial interest in any Class _____ Certificate or
any portion thereof that is not made in accordance with this Section 3.12 shall
be given effect by or be binding upon the Trust, the Depositor or the Trustee
and any such purported transfer shall be null and void ab initio and vest in the
transferee no rights against the Trust, the Depositor or the Trustee.

                  (b) By its acceptance of a Class _____ Certificate or
beneficial interest therein, each Certificateholder or Certificate Owner with
respect to such Certificate will be deemed to have represented and agreed that
transfer of such Certificate or interest is restricted and agrees that it shall
transfer such Certificate or interest only in accordance with the terms of this
Agreement and such Certificate and in compliance with applicable law.

                  (c) The Class _____ Certificates may not be purchased or held
by (a) a Benefit Plan Investor or (b) any Person acting on behalf of a Benefit
Plan Investor, unless (i) the purchaser is an insurance company, (ii) it is not
a Person who has discretionary authority or control with respect to the assets
of the Issuer or a Person who provides investment advice for a fee (direct or
indirect) to or with respect to such assets, or an affiliate of such a Person,
(iii) the sole source of the funds being used to effect its purchase of such
Class _____ Certificates is its general account, (iv) on the date it purchases
any such Class _____ Certificates, less than 25% of the assets of its general
account (as determined by such insurance company) constitute plan assets, (v)
the acquisition and holding of such Class _____ Certificates will not constitute
a nonexempt prohibited transaction in violation of section 406 of ERISA and
section 4975 of the Internal Revenue Code, and (vi) if, as of any later date on
which any Person purchases any of such Class _____ Certificates, 25% or more of
the assets of such general account constitute plan assets or if such company
becomes a Person who has discretionary authority or control with respect to the
assets of the Issuer or a Person who provides investment advice for a fee
(direct or indirect) to or with respect to such assets, or an affiliate of such
a Person, then such insurance company will dispose of such Class _____
Certificates then held in its general account promptly and in any event by the
end of the next calendar quarter.

                  (d) In addition to any other legends provided for herein, each
Class _____ Certificate issued hereunder will contain the following legend:

                  NO EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA)
                  WHETHER OR NOT IT IS SUBJECT TO TITLE I OF ERISA, NO PLAN (AS
                  DESCRIBED IN SECTION 4975(e)(1) OF THE CODE) AND NO ENTITY
                  WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY
                  SUCH PLAN'S INVESTMENT IN THE ENTITY (EACH, A "PLAN"), OR ANY
                  PERSON ACTING ON BEHALF OF ANY PLAN, MAY PURCHASE OR HOLD A


                                       27
<PAGE>
                  CERTIFICATE OR ANY INTEREST THEREIN, UNLESS (I) THE PURCHASER
                  IS AN INSURANCE COMPANY, (II) IT IS NOT A PERSON WHO HAS
                  DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS
                  OF THE TRUST OR A PERSON WHO PROVIDES INVESTMENT ADVICE FOR A
                  FEE (DIRECT OR INDIRECT) TO OR WITH RESPECT TO SUCH ASSETS, OR
                  AN AFFILIATE OF SUCH A PERSON, (III) THE SOLE SOURCE OF THE
                  FUNDS BEING USED TO EFFECT ITS PURCHASE OF SUCH CERTIFICATES
                  IS ITS GENERAL ACCOUNT, (IV) ON THE DATE IT PURCHASES ANY SUCH
                  CERTIFICATES, LESS THAN 25% OF THE ASSETS OF ITS GENERAL
                  ACCOUNT (AS DETERMINED BY SUCH INSURANCE COMPANY) CONSTITUTE
                  PLAN ASSETS, (V) THE ACQUISITION AND HOLDING OF SUCH
                  CERTIFICATES WILL NOT CONSTITUTE A NONEXEMPT PROHIBITED
                  TRANSACTION IN VIOLATION OF SECTION 406 OF ERISA AND SECTION
                  4975 OF THE INTERNAL REVENUE CODE, AND (VI) IF, AS OF ANY
                  LATER DATE ON WHICH ANY PERSON PURCHASES ANY OF SUCH
                  CERTIFICATES, 25% OR MORE OF THE ASSETS OF SUCH GENERAL
                  ACCOUNT CONSTITUTE PLAN ASSETS OR IF SUCH COMPANY BECOMES A
                  PERSON WHO HAS DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT
                  TO THE ASSETS OF THE TRUST OR A PERSON WHO PROVIDES INVESTMENT
                  ADVICE FOR A FEE (DIRECT OR INDIRECT) TO OR WITH RESPECT TO
                  SUCH ASSETS, OR AN AFFILIATE OF SUCH A PERSON, THEN SUCH
                  INSURANCE COMPANY WILL DISPOSE OF SUCH CERTIFICATES THEN HELD
                  IN ITS GENERAL ACCOUNT PROMPTLY, AND IN ANY EVENT BY THE END
                  OF THE NEXT CALENDAR QUARTER.

                  (e) The Class _____ Certificates may not be transferred other
than to a qualified institutional buyer (a "QIB") that is purchasing for its own
account or the account of another QIB. No transfer of a Class _____ Certificate
shall be valid or effective unless such transfer is being made in a transaction
that is exempt from the registration requirements of the Securities Act under
Rule 144A ("Rule 144A") (except in the case of the initial transfer from the
Depositor) and any applicable blue sky laws, and the proposed transferee shall
have delivered to the Depositor and the Trustee an investment representation
letter substantially in the form attached as Exhibit E hereto or such other
written statement as the Depositor or the Trustee shall prescribe. Each
certificate, if any, evidencing such Class _____ Certificate issued upon any


                                       28
<PAGE>
such transfer, other than in a public offering pursuant to an effective
registration statement shall bear the restrictive legend set forth in below.

            Except as otherwise provided in the immediately preceding paragraph,
each Class _____ Certificate initially issued, and each Class _____ Certificate
issued to any subsequent transferee of any such certificate, will contain the
following legend in addition to any other legends provided for herein:

                  "THIS CLASS _____ CERTIFICATE HAS NOT BEEN REGISTERED UNDER
                  THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
                  STATE SECURITIES LAW. NO TRANSFER OF THIS CLASS _____
                  CERTIFICATE SHALL BE VALID OR EFFECTIVE UNLESS SUCH TRANSFER
                  IS TO A "QUALIFIED INSTITUTIONAL BUYER" PURSUANT TO RULE 144A
                  UNDER THE ACT AND PRIOR TO THE TRANSFER SUCH HOLDER(S) SHALL
                  HAVE DELIVERED TO THE DEPOSITOR AND THE TRUSTEE A SIGNED
                  LETTER CONTAINING CERTAIN REPRESENTATIONS RELATING TO THE
                  RESTRICTIONS ON TRANSFERS OF THIS CERTIFICATE (THE FORM OF
                  WHICH LETTER MAY BE OBTAINED FROM THE TRUSTEE)."]

            Section 3.13. Actions by Certificateholders.

            Subject to Section 6.3(c), [(a) no Class _____ Certificateholders
shall have the right hereunder to institute any Proceeding against the
Underlying Securities Issuer in respect of the Underlying Securities and (b)] no
Class _____ Certificateholder or Class _____ Certificate Owner may institute any
Proceeding against the Underlying Securities Issuer with respect to the
Underlying Securities unless:

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

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

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

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

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


                                       29
<PAGE>
            Section 3.14. Additional Legends.

            Each Class _____ Certificate [and each Class _____ Certificate,
]whether issued in global form or definitive physical form shall bear a legend
substantially in accordance with the following:

                  BY ACQUIRING OR ACCEPTING ANY INTEREST IN THIS CERTIFICATE,
                  YOU ACKNOWLEDGE THAT THIS CERTIFICATE IS SUBJECT TO A PURCHASE
                  OPTION GRANTED TO CORPORATE ASSET BACKED CORPORATION, A
                  DELAWARE CORPORATION (THE "DEPOSITOR"), BY UBS SECURITIES LLC
                  UNDER THE [CLASS ____][CLASS _____ ] CALL OPTION AGREEMENT,
                  DATED AS OF _____________, 200__ (THE "CALL OPTION
                  AGREEMENT"), AMONG THE DEPOSITOR, AS THE SOLE INITIAL OPTION
                  HOLDER, UBS SECURITIES LLC, AS THE INITIAL PURCHASER FROM THE
                  DEPOSITOR, AND SOLE HOLDER AT THE TIME OF SUCH GRANT, OF THE
                  [CLASS ____][CLASS _____ ] CERTIFICATES, AND [TRUSTEE], A NEW
                  YORK BANKING CORPORATION, ACTING AS OPTION AGENT FOR THE
                  [CLASS ____][CLASS _____ ] CERTIFICATEHOLDERS WITH RESPECT TO
                  THE [CLASS ____][CLASS _____ ] OPTIONS (THE "OPTION AGENT"),
                  WHICH OBLIGATIONS HAVE BEEN ASSUMED BY EACH SUBSEQUENT HOLDER
                  OF SUCH [CLASS ____][CLASS _____ ] CERTIFICATES; YOU AGREE TO
                  ASSUME THE OBLIGATION OF YOUR TRANSFEROR TO PERFORM SUCH
                  [CLASS ____][CLASS _____ ] OPTION; AND YOU ACKNOWLEDGE THAT
                  YOUR TRANSFEROR HAS BEEN RELEASED FROM ITS OBLIGATION TO
                  PERFORM SUCH [CLASS ____][CLASS _____ ] OPTION. THE CALL
                  OPTION AGREEMENT PERMITS THE HOLDER OF THE RELATED [CLASS
                  ____][CLASS _____ ] OPTION TO PURCHASE THIS CERTIFICATE FROM
                  YOU, WITHOUT YOUR CONSENT, AT THE TIMES AND ON THE CONDITIONS
                  SPECIFIED IN THE CALL OPTION AGREEMENT AT THE CALL PRICE
                  SPECIFIED IN THAT AGREEMENT. THE [CLASS ____][CLASS _____ ]
                  OPTION MAY BE TRANSFERRED FROM TIME TO TIME. UPON THE EXERCISE
                  OF THE RELATED [CLASS ____][CLASS _____ ] OPTION IN THE MANNER
                  SPECIFIED IN THE CALL OPTION AGREEMENT, [THE][THIS] [CLASS
                  ____][CLASS


                                       30
<PAGE>
                  _____ ] CERTIFICATE WILL BE TRANSFERRED TO[, AND REGISTERED IN
                  THE NAME OF,] THE RELEVANT [CLASS ____][CLASS _____ ] OPTION
                  HOLDER BY THE TRUSTEE, AND YOU WILL BE PAID THE CALL PRICE FOR
                  THIS CERTIFICATE IN ACCORDANCE WITH THE TERMS OF THE CALL
                  OPTION AGREEMENT, WITHOUT THE REQUIREMENT OF ANY FURTHER
                  ACTION BY YOU, EXCEPT THAT IF THE CLASS _____ CERTIFICATES ARE
                  HELD IN DEFINITIVE FORM AT SUCH TIME YOU WILL NOT RECEIVE SUCH
                  CALL PRICE UNLESS AND UNTIL YOU SURRENDER THIS CERTIFICATE.

                                   ARTICLE IV

                    EXCHANGE ACT REPORTING BY THE DEPOSITOR

            Section 4.1. Exchange Act Reporting by the Depositor.

            The Depositor shall:


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



                  (b) on behalf of the Trust, prepare and file or cause the
Trustee (in accordance with instructions from the Depositor as to form and
substance) to prepare and file with the Commission, in accordance with rules and
regulations prescribed by the Commission, such additional information, documents
and reports, including such certificates of independent public accountants
contemplated in TIA Section 314(a)(2), with respect to compliance by the Trust
with the conditions and covenants of this Trust Agreement, if any, as may be
required to be filed with the Commission from time to time by such rules and
regulations.


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


                                       31
<PAGE>

                  (d) after an Available Information Event, on behalf of the
Trust, prepare and file or cause the Trustee to prepare and file with the
commission, following the execution thereof by the Depositor, reports of the
kind referred to in clause (a) of this Section 4.1 with respect to each
Underlying Securities Issuer, to the extent such reports are then available to
the Depositor, for as long as the Depositor on behalf of the Trust is required
to file such reports under the Exchange Act. Such reports shall include
quarterly and annual financial statements and other information of the type
required to be filed on Form 8-K under the Exchange Act with respect to the
Underlying Securities Issuer. A copy of each such report shall be provided to
the Trustee at least ten (10) Business Days prior to the date required for
filing. If such reports and information are not available to the Depositor at a
time when such reports and information are required to be filed with the
Commission by the Depositor on behalf of the Trust, the Trustee shall cause the
removal of the Certificates from the DTC book-entry system as set forth in
Section 3.10 of this Trust Agreement and shall notify the Underlying Securities
Issuer that the Certificateholders constitute record holders of the Underlying
Securities for purposes of the Exchange Act.



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


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


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


                                    ARTICLE V

                               ACTIONS BY TRUSTEE

            Section 5.1. Prior Notice to Certificateholders and Option Agent
      with Respect to Certain Matters.

                  (a) Subject to Section 7.16 hereunder, the Trustee shall not
take action with respect to the following matters, unless (i) the Trustee shall
have notified the Class _____ Certificateholders and Option Agent in writing of
the proposed action at least 30 days before the taking of such action, (ii) no
Certificateholders shall have notified the Trustee in writing prior to the 30th
day after such notice is given that such Certificateholders have withheld
consent or provided alternative direction, and, if any such Certificateholders
have so withheld consent or provided alternative direction, a majority of the
Voting Rights of all the Certificates, as specified in Section 5.3, shall have
notified the Trustee in writing prior to such 30th day that they have consented
to such action, and (iii) the Rating Agency Condition is satisfied:

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

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

                  (b) The Trustee shall not have the power to commence a
voluntary proceeding in bankruptcy relating to the Trust without the unanimous
prior approval of all Class _____ Certificateholders and the delivery to the
Trustee by each such Certificateholder of a


                                       32
<PAGE>
certificate certifying that each such Certificateholder reasonably believes that
the Trust is insolvent.

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

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

            Section 5.3. Majority Control.

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

                                   ARTICLE VI

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

            Section 6.1. Establishment of Collection Account and Securities
      Account.

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

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

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


                                       33
<PAGE>
                  (d) The Securities Intermediary hereby agrees that any Trust
Asset credited to the Securities Account shall be treated as a "financial asset"
within the meaning of Section 8-102(a)(9) of the UCC.

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

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

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

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

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

            Section 6.2. Application of Trust Funds.

                  (a) The Trustee shall credit to the Collection Account all
moneys or property received by the Trust that constitute payments on, or
proceeds from redemption or sale (including issuer and third party tender offers
and other repurchases) of, the Underlying Securities. Any non-cash property
received will be liquidated by the Trustee in the manner determined by the
Trustee and using commercially reasonable efforts only to the extent necessary
to avoid distribution of fractional securities or other fractional property to
Certificateholders, and the proceeds thereof will be credited to the Collection
Account.

                  (b) Except as otherwise specified in subsections (c) and (e)
below, the Trustee shall, subject to its right pursuant to Section 7.16(a) to
payment of its reasonable expenses related to any proceeding in respect of a
failure by the Underlying Securities Issuer to pay the Whole Amount Due,
distribute the Available Funds as follows:

                        (i) pro rata to the Certificateholders of the Class
      _____ Certificates [and Class _____ Certificates,] from all amounts
      received on the Underlying Securities in respect of interest, the interest
      distributable with respect to such Class, if any, on any Distribution Date
      as determined in accordance with Section 3.1(c);


                                       34
<PAGE>
                        (ii) to the Certificateholders of the Class _____
      Certificates pro rata by Certificate Principal Balance, all amounts
      received in respect of principal in respect of the Underlying Securities,
      on the Final Distribution Date.

If the Trust receives payments in respect of premium on the Underlying
Securities at a time when Certificates that are not Called Certificates remain
Outstanding, the Trustee shall immediately thereafter distribute the Available
Funds in respect of premium received, all to the Class _____ Certificateholders,
pro rata by Certificate Principal Balance.

                  (c) If the Underlying Securities Issuer (or any third party
tender offeror) redeems, tenders for or makes other repurchases of some or all
of the Underlying Securities Issuer, then a corresponding portion of the
Certificates will be redeemed, as set forth below. On the third Business Day
after the Trustee receives the proceeds of any full or partial redemption,
tender for or repurchase of the Underlying Securities, or any other unscheduled
payment, the Trustee shall, subject to its right pursuant to Section 7.16(a) to
payment of its reasonable expenses related to any proceeding in respect of a
failure by the Underlying Securities Issuer to pay the Whole Amount Due, make
distributions in respect of such proceeds to Certificateholders whose
Certificates are redeemed as follows:

                        (i) to the Class _____ Certificateholders [and Class
      _____ Certificateholders,] a distribution of the amounts received in
      respect of interest accrued but not paid at the pass-through rate of
      _____% per annum on the Outstanding Certificate Principal Balance of the
      Class _____ Certificates on such day[ and _____% per annum on the
      Outstanding Certificate Notional Amount of the Class _____ Certificates on
      such day];

                        (ii) to the Class _____ Certificateholders, a
      distribution of the amounts received in respect of principal, pro rata by
      their Certificate Principal Balances on such day; and

                        (iii) to the Class _____ Certificateholders, a
      distribution of the amounts, if any, received in respect of premium on the
      Underlying Securities, pro rata by the Certificate Principal Balances of
      the Class _____ Certificates[ (and no amounts in respect of premium shall
      be distributed to the holders of the Class _____ Certificates)].

                  If less than all of the Underlying Securities are redeemed,
tendered for or otherwise repurchased or prepaid, the Trustee shall select Class
_____ Certificates [and Class _____ Certificates] for redemption pro rata based
on the Certificate Principal Balance [and Certificate Notional Amount,
respectively,] of each such Class, provided that purchases of a fraction of a
single Class _____ Certificate [or Class _____ Certificate] shall not be made,
and the Trustee shall round up or down the number of Class _____ Certificates
[or Class _____ Certificates] to be purchased from each Class _____ [or Class
_____ ] Certificateholder to avoid such fractional purchases.

                  (d) If the Trustee is unable to distribute Available Funds on
a Distribution Date because a payment with respect to the Underlying Securities
was not made to the Trustee on the date on which such payment was due, and such
payment is subsequently made


                                       35
<PAGE>
to the Trustee, subject to subsection (e) below, then the Trustee shall make the
distribution that should have been made on the Distribution Date on the first
Business Day following the date on which such payment is made to the Trustee.
The Certificateholders will not receive any interest or any other compensation
in respect of late payments unless paid by the issuer of the Underlying
Securities, in which case the Trustee will distribute any such interest or other
compensation upon its receipt. The Trustee will make distributions on a
Distribution Date to the extent it receives funds before 1:00pm. If any
Available Funds are received by the Trustee after 1:00 p.m. on a Distribution
Date, the Trustee shall use its reasonable efforts in the processing of payments
on any such date.

                  (e) If, prior to the Final Distribution Date, the Trustee
receives money or other property in respect of the Underlying Securities as a
result of an Underlying Securities Event of Default, the Trustee shall allocate
and distribute such moneys or other property (including any premium paid
thereon) to the holders of the Class _____ Certificates, pro rata by Certificate
Principal Balance. The Trustee will make such distribution after payment of any
payment obligations of the Trust.

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

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

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


                                       36
<PAGE>
Certificateholder to pay amounts that should have been withheld by the Trust and
any penalties and interest due.

                  (b) [Reserved].

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

            Section 6.4. Appointment of Paying Agent.

            The Trustee may appoint one or more paying agents (each, a "Paying
Agent") with respect to the Certificates. Any such Paying Agent shall be
authorized to make distributions to Certificateholders from the Collection
Account pursuant to the provisions of this Agreement and shall report the
amounts of such distributions to the Trustee. Any Paying Agent shall have the
revocable power to withdraw funds from such Collection Account for the purpose
of making such distributions. The Trustee in its sole discretion may revoke such
power and remove the Paying Agent. The initial Paying Agent(s) shall be the
Trustee and any co-paying agent chosen by the Depositor and reasonably
acceptable to the Trustee, including, if and so long as any Class of
Certificates is listed on any securities exchange and such exchange so requires,
a co-paying agent in any city required by the rules of such exchange. Any Paying
Agent shall be permitted to resign as a Paying Agent upon 30 days' notice to the
Trustee. If the Trustee shall resign as a Paying Agent, the Trustee shall
appoint a successor or additional Paying Agent. The Trustee shall cause each
Paying Agent and each successor or additional Paying Agent to execute and
deliver to the Trustee an instrument in which such Paying Agent or successor or
additional Paying Agent shall agree with the Trustee that (a) it will hold all
sums, if any, held by it for distribution to the Certificateholders in trust for
the benefit of the Certificateholders entitled thereto until such sums shall be
distributed to such Certificateholders or returned to the Trustee, and (b) it
will give the Trustee notice of any default by the Underlying Securities Issuer
(if such default is known to such Paying Agent). The Paying Agent shall return
all unclaimed funds to the Trustee and upon removal shall also return all funds
in its possession to the Trustee. The provisions of Sections 7.1, 7.3, 7.8 and
7.10 shall apply to the Trustee also in its roles as Paying Agent, for so long
as the Trustee shall act as Paying Agent. Any reference in this Agreement to the
Paying Agent shall include any co-paying agent unless the context requires
otherwise. Notwithstanding anything contained herein to the contrary, the
appointment of a Paying Agent pursuant to this Section 6.4 shall not release the
Trustee from the duties, obligations, responsibilities or liabilities arising
under this Agreement other than with respect to funds paid to such Paying Agent.

            Section 6.5. Method of Payment.

            Distributions required to be made to Certificateholders on any
Distribution Date shall be made to each Certificateholder of record on the
immediately preceding Record Date either by wire transfer, in immediately
available funds, to the account of such Certificateholder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided to the Certificate Registrar appropriate written instructions at
least five Business Days


                                       37
<PAGE>
prior to such Record Date, or, if not, by check mailed to such Certificateholder
at the address of such Certificateholder appearing in the Certificate Register.

            Section 6.6. Reports to Certificateholders.

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

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

                  (b) the aggregate stated principal amount of the Underlying
Securities, the current rating assigned by each Rating Agency thereto and the
current interest rate thereon at the close of business on such Distribution
Date; and

                  (c) the aggregate Certificate Principal Balance of the Class
_____ Certificates [and the Aggregate Certificate Notional Amount of Class _____
Certificates ]at the close of business on such Distribution Date.

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

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

            The Trustee shall (a) maintain (or cause to be maintained) the books
of the Trust on a calendar year basis on the accrual method of accounting, (b)
deliver to each Certificateholder, as may be required by the Code and applicable
Treasury Regulations or otherwise, such information reasonably available to the
Trustee as may be required to enable each Certificateholder to prepare its
federal income tax returns, (c) file such tax returns relating to the Trust and
make such elections as may from time to time be required or appropriate under
any applicable state or federal statute or rule or regulation thereunder, (d)
cause such tax returns to be signed in the manner required by law and (e)
collect or cause to be collected any withholding tax as described in and in
accordance with subsection 6.3(a) with respect to income


                                       38
<PAGE>
or distributions to Certificateholders. The Trustee shall be authorized to
retain an agent for the purpose of performing its obligations under the
preceding clauses (a), (b) and (c), but no expense of any such agent shall be an
expense of the Trust, notwithstanding that such expenses shall not have been
paid by the Depositor pursuant to its separate fee agreement with the Trustee.

            Section 6.8. Signature on Returns.

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

            Section 6.9. No Implied Duties of the Depositor.

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

                                   ARTICLE VII

                                   THE TRUSTEE

            Section 7.1. Duties of Trustee; Notice of Defaults.

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

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

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

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

                        (ii) the Trustee shall not be liable for any error of
      judgment made in good faith by a Responsible Officer or Officers of the
      Trustee, unless it is proved


                                       39
<PAGE>
      that the Trustee or such Responsible Officer was negligent in ascertaining
      the pertinent facts;

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

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

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

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

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

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

                  (h) If the Underlying Securities Issuer announces its
intention to tender for or otherwise make an unscheduled payment on or
repurchase of the Underlying Securities, or if a third party announces its
intention to tender for the Underlying Securities, the Trustee shall not accept
such tender offer or unscheduled payment or repurchase offer, other than upon
the unanimous vote of the Class _____ Certificateholders, except to the extent
specified in Section 2.15(j).

                  (i) The Trustee shall perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all such
further acts, instruments and assurances as may be required by the Option Agent
in order to enable it to carry out or perform its duties under the Call Option
Agreements.


                                       40

<PAGE>


         Section 7.2. Rights of Trustee.

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

         Section 7.3. Acceptance of Trusts and Duties.

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

            (a) the Trustee shall at no time have any responsibility or
liability for or with respect to the legality, validity and enforceability of
any Underlying Securities or other Trust Assets, or the perfection and priority
of any security interest created by any Underlying Securities or the maintenance
of any such perfection and priority, or for or with respect to the sufficiency
of the Trust Assets or their sufficiency to generate the payments to be
distributed to Certificateholders under this Agreement, including the terms and
conditions of any Underlying Securities or other Trust Assets; the validity of
the assignment of any Underlying Securities or other Trust Assets to the Trust
or of any intervening assignment; the completeness of any Underlying Securities
or other Trust Assets; the performance or enforcement of any Underlying
Securities or other Trust Assets; the compliance by the Depositor with any
warranty or representation made under any agreement or document or the accuracy
of any such warranty or representation or any action of the Depositor taken in
the name of the Trustee;

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

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

                                       41
<PAGE>
assume or incur any liability, duty or obligation to any Certificateholder,
other than as expressly provided for in this Agreement;

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

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

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

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

         Section 7.4. Preferential Collection of Claims Against Trustee.

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

         Section 7.5. Action Upon Instruction by Certificateholders.

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

            (b) Notwithstanding the foregoing, the Trustee shall not be required
to take any action under this Agreement if the Trustee shall have reasonably
determined, or shall have been advised by counsel, that such action is likely to
result in liability on the part of the

                                       42
<PAGE>
Trustee or is contrary to the terms of this Agreement or is otherwise contrary
to law, or if the Trustee shall not have received indemnity satisfactory to it
as provided in Section 7.3(e). No provision of this Agreement shall require the
Trustee to expend or risk funds or otherwise incur any financial liability in
the performance of any of its rights or powers under this Agreement, if the
Trustee shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured
or provided to it.

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

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

            (a) The Trustee shall furnish to the Certificateholders, with a copy
to the New York Stock Exchange (or, if the Class _____ Certificates are no
longer listed on the New York Stock Exchange, to any exchange or securities
trading system on which the Class _____ Certificates are then listed or quoted),
promptly upon receipt of a written request therefor, duplicates or copies of all
reports, notices, requests, demands, certificates, financial statements and any
other instruments furnished to the Trustee under this Agreement. In addition, if
required by Section 313(a) of the TIA, within 60 days after December 31 of each
year, the Trustee shall mail to (i) each Certificateholder as required by
Section 313(c) of the TIA and (ii) the Depositor, a brief report dated as of
such date that complies with Section 313(a) of the TIA. A copy of any report
delivered pursuant to this Section 7.6(a) shall, at the time of its mailing to
Certificateholders and the Depositor, be filed by the Trustee with the
Commission and the New York Stock Exchange (or, if the Class _____ Certificates
are no longer listed on the New York Stock Exchange, to any exchange or
securities trading system on which the Class _____ Certificates are then listed
or quoted).

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

                                       43
<PAGE>
New York Stock Exchange, to any exchange or securities trading system on which
the Class _____ Certificates are then listed or quoted).

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

         Section 7.7. Representations and Warranties of Trustee.

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

            (a) it is a banking corporation duly incorporated, validly existing
and in good standing under the laws of the [State of New York][United States of
America];

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

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

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

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

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

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

            (h) the execution, delivery and performance by the Trustee of this
Agreement will not require the authorization, consent or approval of, the giving
of notice to, the

                                       44
<PAGE>
filing or registration with, or the taking of any other action in respect of,
any governmental authority or agency regulating the banking and corporate trust
activities of banks or trust companies in the jurisdiction in which the Trust
was formed.

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

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

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

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

         Section 7.8. Reliance; Advice of Counsel.

            (a) The Trustee shall incur no liability to anyone in acting upon
any signature, instrument, notice, resolution, request, consent, order,
certificate, report, opinion, bond, facsimile transmission or other document or
paper reasonably believed by it to be genuine and reasonably believed by it to
be signed by the proper party or parties and need not investigate any fact or
matter in any such document. The Trustee may accept a certified copy of a
resolution of the board of directors or other governing body of any corporate
party as conclusive evidence that such resolution has been duly adopted by such
body and that the same is in full force and effect. As to any fact or matter the
method of the determination of which is not specifically prescribed herein, the
Trustee may for all purposes hereof rely on a certificate, signed by the
president or any vice president or by the treasurer or other authorized officers
of the relevant party, as to such fact or matter, and such certificate shall
constitute full protection to the Trustee for any action taken or omitted to be
taken by it in good faith in reliance thereon.

            (b) In the exercise or administration of the trusts hereby created
and in the performance of its duties and obligations under this Agreement, the
Trustee: (i) may act directly or through its agents, attorneys, custodians or
nominees (including the granting of a power of attorney to Responsible Officers
of the Trustee to execute and deliver this Agreement, any Certificate or other
documents related thereto on behalf of the Trustee) pursuant to agreements
entered into with any of them, and the Trustee shall not be liable for the
conduct or misconduct of such agents, attorneys, custodians or nominees if such
agents, attorneys, custodians or nominees shall have been selected by the
Trustee in good faith and with reasonable

                                       45
<PAGE>
care and (ii) may consult with counsel, accountants and other skilled
professionals to be selected in good faith and with reasonable care and employed
by it. The Trustee shall not be liable for anything done, suffered or omitted in
good faith by it in accordance with the opinion or advice of any such
accountants or other such persons and not contrary to this Agreement.

         Section 7.9. Trustee May Own Certificates.

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

         Section 7.10. Compensation and Indemnity.

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

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

         Section 7.11. Replacement of Trustee.

            (a) The Trustee may resign at any time and be discharged from the
trusts hereby created by giving 30 days' prior written notice thereof to the
Depositor. The

                                       46
<PAGE>
Depositor shall appoint a successor Trustee by delivering a written instrument,
in duplicate, to the resigning Trustee and the successor Trustee. If no
successor Trustee shall have been appointed and have accepted appointment within
30 days after the giving of such notice of resignation, the resigning Trustee
may petition any court of competent jurisdiction for the appointment of a
successor Trustee. The Depositor shall remove the Trustee if:

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

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

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

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

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

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

            (c) Unless the Trust has been completely liquidated and the proceeds
of the liquidation distributed to Certificateholders, any resignation or removal
of the Trustee and appointment of a successor Trustee pursuant to any of the
provisions of this Section 7.11 shall not become effective until a written
acceptance of appointment is delivered by the successor Trustee to the outgoing
Trustee and the Depositor and all fees and expenses due to the outgoing Trustee
are paid; provided that with respect to any of the events specified in Section
7.11(a), the payment of the fees and expenses due to the outgoing Trustee shall
not be a condition for the removal of such Trustee and the appointment of a
successor Trustee. Any successor Trustee appointed pursuant to this Section 7.11
must be eligible to act in such capacity in accordance with Section 7.14 and,
following compliance with the preceding sentence, shall become fully vested with
all the rights, powers, duties and obligations of its predecessor under this
Agreement, with like effect as if originally named as Trustee. The Depositor
shall provide notice within five (5) Business Days of the resignation or removal
of the Trustee to each Rating Agency and each Certificateholder.

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

                                       47
<PAGE>
            (e) Upon acceptance of appointment by a successor Trustee pursuant
to this Section 7.11, the Depositor shall mail notice of the successor of such
Trustee to all Certificateholders and each Rating Agency.

         Section 7.12. Merger or Consolidation of Trustee.

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

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

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

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

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

                                       48
<PAGE>
                        (ii) no separate trustee or co-trustee under this
            Agreement shall be personally liable by reason of any act or
            omission of any other trustee under this Agreement; and

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

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

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

         Section 7.14. Eligibility Requirements for Trustee.

            (a) The Trustee shall at all times satisfy the requirements of
Section 310(a) of the TIA. The Trustee shall at all times be a bank that is not
an Affiliate of the Depositor (but may have normal banking relationships with
the Depositor or the Underlying Securities Issuer and its respective
Affiliates), which (i) is organized and doing business under the laws of any
State or the United States; (ii) is authorized under such laws to exercise
corporate trust powers; (iii) has a combined capital and surplus of at least
$50,000,000; (iv) is subject to supervision or examination by federal or state
authority; and (v) has (or has a parent which has) a long-term unsecured debt
rating of at least _____ by Standard & Poor's and at least _____ by Moody's. If
such corporation shall publish reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purpose of this Section 7.14, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 7.14, the Trustee shall resign immediately in the
manner and with the effect specified in Section 7.11.

            (b) The Trustee shall comply with Section 310(b) of the TIA;
provided that if the exclusion requirements set forth in Section 310(b)(1) of
the TIA are met, any other trust agreement under which other securities are
outstanding that evidence beneficial ownership

                                       49
<PAGE>
interests in obligations of any Underlying Securities Issuer shall be excluded
from the operation of Section 310(b)(1) of the TIA.

         Section 7.15. Voting of the Underlying Securities Other than in the
Case of an Underlying Securities Event of Default.

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

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

            (b) The Trustee may, subject to the provisions of Section 7.15(c)
and, in the case of an Underlying Securities Event of Default, Section 7.16,
vote and give consents and waivers in respect of the Underlying Securities as
permitted by DTC. In the event that the Trustee receives a request from DTC or
the Underlying Securities Indenture Trustee or the Underlying Securities Issuer
for its consent to any amendment, modification or waiver of the Underlying
Securities, the Underlying Securities Indenture or any other documents relating
to the Underlying Securities, or receives any other solicitation for any action
with respect to the Underlying Securities, the Trustee shall mail a notice of
such proposed amendment, modification, waiver or solicitation to each Option
Holder with respect to Class _____ Certificates, and ten (10) Business Days
after notice is mailed to holders of the Call Options on Class _____
Certificates, to each Class _____ Certificateholder of record as of such date.
The Trustee shall request instructions from the Class _____ Certificateholders
as to whether or not to consent to or vote to accept such amendment,
modification, waiver or solicitation, and, subject to Section 7.15(c) and to the
provisions herein relating to the exercise by an Option Holder with respect to
Class _____ Certificates, the Trustee will vote a principal amount of the
Underlying Securities equal to the Certificate Principal Balance of the
Outstanding Class _____ Certificates whose holders have given the Trustee
instructions to vote. Provided and to the extent that no Option Holder with
respect to Class _____ Certificates has given notice of its exercise of Call
Options on Class _____ Certificates and has paid the Call Price within such ten
(10) Business Day period, the Trustee shall consent or vote, or refrain from
consenting or voting, with respect to such amendment, modification, waiver or
solicitation in the proportion in which the holders of the Outstanding Class
_____ Certificates instruct the Trustee to vote as of the date determined by the
Trustee prior to the date on which such consent or vote is required. However, if
an Option Holder with respect to Class _____ Certificates has given notice of
its exercise of Call Options and has paid the Call Price within such ten (10)
Business Day period, the Trustee shall, with respect to such amendment,
modification, waiver or solicitation, vote a principal amount of the Underlying
Securities equal to the Certificate Principal Balance of the Outstanding Class
_____ Certificates subject to such Call Options as directed by the Option
Holder, and not as directed by the applicable Class _____ Certificateholders.

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

                                       50
<PAGE>
                        (i) unless such vote or consent (or the action with
            respect to which such vote or consent is solicited) would not, based
            on an Opinion of Counsel, adversely affect the intended
            classification of the Trust as a grantor trust for federal income
            tax purposes; or

                        (ii) that would amend the Underlying Securities
            Indenture or Underlying Securities to alter the timing or amount of
            any payment on the Underlying Securities, except at the direction of
            the holders of all the Outstanding Class _____ Certificates or, if
            and to the extent that any Option Holder with respect to Class _____
            Certificates has given notice of its exercise of Call Options and
            has paid the Call Price, of that Option Holder; or

                        (iii) that would result in the exchange or substitution
            of any of the outstanding Underlying Securities pursuant to a plan
            for the refunding or refinancing of such Underlying Securities,
            except at the direction of the holders of all the Outstanding Class
            _____ Certificates or, if and to the extent that any Option Holder
            with respect to the Class _____ Certificates has given notice of its
            exercise of Call Options and has paid the Call Price, of that Option
            Holder.

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

            (d) Subject to Section 2.15, if an offer is made by the Underlying
Securities Issuer to issue new obligations in exchange and substitution for any
of the Underlying Securities, pursuant to a plan for the refunding or
refinancing of the Underlying Securities, or any other offer is made for the
Underlying Securities, the Trustee shall mail a notice of such offer to each
Option Holder with respect to the Class _____ Certificates, and if the Option
Holders do not exercise their Call Options within ten (10) Business Days after
notice is mailed to holders of the Call Options on the Class _____ Certificates,
to each Class _____ Certificateholder of record as of such date. Provided and to
the extent that no Option Holder has given notice of its exercise of Call
Options and has paid the Call Price within such ten (10) Business Day period,
the Trustee must reject any such offer unless directed to accept it by holders
of 100% of the Outstanding Class _____ Certificates, in which case the Trustee
will accept the offer provided that the Trustee has received an Opinion of
Counsel to the effect that any such exchange will not adversely affect the
intended classification of the Trust as a grantor trust for federal income tax
purposes and will not result in a deemed exchange of the Underlying Securities
or the Certificates for federal income tax purposes. However, if an Option
Holder with respect to Class _____ Certificates has given notice of its exercise
of Call Options on the Class _____ Certificates and has paid the Call Price
within such ten (10) Business Day period, the Trustee shall, with respect to
such offer, accept the offer for a principal amount of the Underlying Securities
equal to the Certificate Principal Balance of the Outstanding Class _____
Certificates subject to such Call Options as directed by the Option Holder.

                                       51
<PAGE>
         Section 7.16. Trustee's Enforcement and Voting of Underlying Securities
Upon an Underlying Securities Event of Default

            (a) If (i) default is made in the payment of any installment of
interest on the Underlying Securities when the same becomes due and payable, and
such default continues unremedied for the period specified in the Underlying
Securities Indenture (or, if no such period is specified, upon such default); or
(ii) default is made in the payment of the principal or premium (if any) of or
any installment of the principal or premium (if any) of any Underlying
Securities when the same becomes due and payable, and such default continues
unremedied for the period specified in the Underlying Securities Indenture (or,
if no such period is specified, upon such default), and the Underlying
Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to
the Trustee, for the benefit of the Certificateholders, the whole amount then
due and payable on the Underlying Securities for principal or premium (if any)
and interest, with interest upon the overdue principal, premium and interest at
the rate borne by the Underlying Securities as provided for in the Underlying
Securities Indenture, and in addition thereto such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee and
its agents and counsel, to the extent permitted by law and the terms of the
Underlying Securities (such amount, the "Whole Amount Due") the Trustee shall
promptly thereafter proceed against the Underlying Securities Issuer on behalf
of the Certificateholders to enforce the Underlying Securities or otherwise
protect the interests of the Certificateholders (including, in the Trustee's
discretion, voting to accelerate the Underlying Securities). If any Underlying
Securities Event of Default (other than of the type described in clauses (i) and
(ii) above) occurs and is continuing, then, subject to Section 7.1(f), the
Trustee may proceed against the Underlying Securities Issuer on behalf of the
Certificateholders. Notwithstanding the foregoing, the holders of the Class
_____ Certificates representing a majority of the Voting Rights shall be
entitled to direct the Trustee in any proceeding, subject to the receipt by the
Trustee of indemnity satisfactory to it, and may instruct the Trustee to stop
the proceeding against the Underlying Securities Issuer and to sell the
Underlying Securities instead, in the manner determined by the Trustee and using
commercially reasonable efforts. The Trustee shall be entitled to recover its
reasonable expenses of any such proceeding in respect of a failure by the
Underlying Securities Issuer to pay the Whole Amount Due from the proceeds of
the Trust Assets, and to secure such obligation to pay such expenses, the
Trustee shall have a lien prior to the Certificates on all Trust Assets for the
amount of such expenses.

            (b) If there is an Underlying Securities Event of Default and such
Underlying Securities Event of Default is known to the Trustee, the Trustee
shall give notice to the Class _____ Certificateholders and the Option Agent in
the manner and to the extent provided in Section 313(c) of the TIA within five
(5) Business Days after the Trustee has actual knowledge of the occurrence of
such Underlying Securities Event of Default. Such notice shall identify the
Underlying Securities and set forth (i) the date and nature of such event of
default (ii) if applicable, the amount of interest, principal or premium in
default, and (iii) any other information that the Trustee may deem appropriate.

            (c) If, following an Underlying Securities Event of Default, the
Trustee receives money or other property in respect of the Underlying Securities
(including from the sale thereof) or actual notice that money or other property
will be received, the Trustee will

                                       52
<PAGE>
promptly give notice to the registered holders of the Outstanding Class _____
Certificates that remain unpaid and to the Option Agent. Such notice shall state
that the Trustee shall, not later than 30 days after the receipt of such moneys
or other property, allocate and distribute such moneys or other property to the
holders of the Class _____ Certificates then Outstanding and unpaid (after
deducting the costs incurred in connection therewith) in accordance with Section
6.2(e). Non-cash property shall be distributed in-kind except that, to the
extent necessary to avoid distribution of fractional securities or other
fractional property to Class _____ Certificateholders, non-cash property will be
liquidated by the Trustee in the manner determined by the Trustee and using
commercially reasonable efforts, and the proceeds thereof distributed in cash.

            (d) If an Underlying Securities Event of Default occurs and is
continuing, in its discretion or if directed by holders of Outstanding Class
_____ Certificates representing a majority of the Voting Rights of the
Outstanding Class _____ Certificates, the Trustee shall vote the Underlying
Securities in favor of directing, or take such other action as may be
appropriate to direct, the trustee of the Underlying Securities Indenture
Trustee to accelerate the Underlying Securities by declaring the unpaid
principal balance and any premium of the Underlying Securities plus any accrued
and unpaid interest thereon to be due and payable.

         Section 7.17. Annual Statement.


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






                                   ARTICLE VIII

                            TERMINATION OF AGREEMENT

         Section 8.1. Termination of Agreement.

            (a) This Agreement (other than Section 7.10) shall terminate and the
Trust shall dissolve, wind-up and terminate and be of no further force or effect
30 days after the final distribution by the Trustee of all moneys or other
property or proceeds of the Trust Assets in accordance with the terms of Article
VI of this Agreement (the date of such termination, the "Termination Date"). The
bankruptcy, liquidation, dissolution, death or incapacity of any
Certificateholder shall not (A) operate to terminate this Agreement or the
Trust, (B) entitle such Certificateholder's legal representatives or heirs to
claim an accounting or to take any action or proceeding in any court for a
partition or winding up of all or any part of the Trust or the Trust Assets or
(C) otherwise affect the rights, obligations and liabilities of the parties
hereto.

            (b) Neither the Depositor nor any Certificateholder in its capacity
as such shall be entitled to revoke or terminate the Trust. Notwithstanding the
foregoing sentence,

                                       53
<PAGE>
a Certificateholder that is also an Option Holder may exercise any Call Option
in accordance with its terms and exchange Certificates acquired pursuant to such
exercise for the Underlying Securities pursuant to Section 2.15 hereof whether
or not such exercise would result in the early termination of the Trust pursuant
to the terms of this Agreement.

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

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

                                   ARTICLE IX

                                   AMENDMENTS

         Section 9.1. Allocation of Voting Rights.

         Except as otherwise provided herein, so long as the Certificates remain
Outstanding, the Class _____ Certificateholders shall have 1 (one) vote for each
[$______] of Certificate Principal Balance of Class _____ Certificates held by
them [and the Class _____ Certificateholders shall not have any Voting Rights,
except with respect to any amendment to this Agreement that would materially
adversely affect the Class _____ Certificateholders, in which case the Class
_____ Certificateholders shall have 1 (one) vote for each [$______] of
Certificate Notional Amount of Class _____ Certificates held by them].

                                       54
<PAGE>
         Section 9.2. Amendments Without Consent of Certificateholders.

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

         Section 9.3. Amendments With Consent of Certificateholders.

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

         Section 9.4. Form of Amendments.

            (a) Promptly after the execution of any amendment, supplement or
consent pursuant to Section 9.1, 9.2 or 9.3, the Trustee shall furnish a copy of
such amendment, supplement or consent to each Certificateholder and to each
Rating Agency.

                                       55
<PAGE>
            (b) It shall not be necessary for the consent of Certificateholders
pursuant to Section 9.2 or 9.3 to approve the particular form of any proposed
amendment or consent, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents (and any other
consents of Certificateholders provided for in this Agreement) and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable requirements as the Trustee may prescribe.

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

                                    ARTICLE X

                                  MISCELLANEOUS

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

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

         Section 10.2. Limitations on Rights of Others.

         The provisions of this Agreement are solely for the benefit of the
Trustee, the Depositor, the Option Agent, the Certificateholders and the holders
of the Call Options, and nothing in this Agreement, whether express or implied,
shall be construed to give to any other Person any legal or equitable right,
remedy or claim in the Trust Assets or under or in respect of this Agreement or
any covenants, conditions or provisions contained herein.

         Section 10.3. Notices.

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

                                       56
<PAGE>
such other address as shall be designated by such Person in a written notice to
the other parties to this Agreement.

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

         Section 10.4. Tax Classification Election.

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

         Section 10.5. Severability.

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

         Section 10.6. Counterparts.

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

         Section 10.7. Successors and Assigns.

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

         Section 10.8. No Petition Covenant.

         Notwithstanding any prior termination of this Agreement, the Trustee
and _______________________ acting in its individual capacity hereunder, each
Certificateholder and each Certificate Owner shall not, prior to the date which
is one year and one day after the

                                       57
<PAGE>
termination of this Agreement, and the payment in full of all debt or other
securities of the Trust or the Depositor, or any trust created by the Depositor
that issues certificates rated at the request of the Depositor by a nationally
recognized rating agency, acquiesce in, petition or otherwise invoke or cause
the Trust or the Depositor to invoke the process of any court or governmental
authority for the purpose of commencing or sustaining a case against the Trust
or the Depositor under any federal or state bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Trust or the Depositor or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Trust or the Depositor.

         Section 10.9. No Recourse.

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

         Section 10.10. Headings.

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

         Section 10.11. Governing Law.

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

         Section 10.12. Conflict with Trust Indenture Act.

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

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

                                       58
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be executed by their respective duly authorized officers or authorized
signatories as of the date first above written.

                                       CORPORATE ASSET BACKED CORPORATION,
                                       as Depositor

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

                                       ----------------------------------------,
                                       as Trustee, and in its individual
                                       capacity, as Option Agent and as
                                       Securities Intermediary

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

                                       59

<PAGE>
                                                                       EXHIBIT A
                                                              TO TRUST AGREEMENT

                  SERIES 200_-_ UNDERLYING SECURITIES SCHEDULE

Underlying Securities Issuer:

Underlying Securities:

Underlying Securities Trustee:

Issue Date:

Maturity Date:

Currency:

Denominations:

Aggregate Principal Amount Issued:

Public Offering Price:

Aggregate Principal Amount Outstanding

Type of Security

Common Code

ISIN Number:

CUSIP No.:

Stated Interest Rate:

Interest Accrual Periods:

Interest Payment Dates:

Mode of Payment:

Principal Amount of Underlying Securities Deposited Under Trust Agreement:

Ratings:


                                  Exhibit A-1
<PAGE>
[Guarantors]:

[Guarantees]:

Priority:

[Redemption/put/call/other features]:

Exchange Listing:

Underlying Securities Indenture:

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




                                  Exhibit A-2
<PAGE>
                                                                       EXHIBIT B
                                                              TO TRUST AGREEMENT

                            TERMS OF THE CERTIFICATES

I.    Terms of the Certificates.

Aggregate Certificate Principal
  Balance of Class _____
  Certificates:                  [$____________]

[Aggregate Certificate Notional
  Amount of Class _____
  Certificates]:                 [$____________]

Authorized Denomination (Class   [$_____] and integral multiples thereof
  _____ [and Class _____
  Certificates]):

Ratings:                         The Class _____ Certificates will be rated
                                 _____ by Moody's Investors Service, Inc. and
                                 _____ by Standard & Poor's Rating Services, a
                                 division of The McGraw-Hill Companies, Inc.

Interest Accrual Period:

Distribution Dates:

Pass-Through Rate:               In respect of the Class _____ Certificates,
                                 _____% per annum.  [In respect of the Class
                                 _____ Certificates, _____% per annum]

Final Distribution Date:

Record Dates:                    With respect to any Distribution Date, the __
                                 calendar day preceding such Distribution Date,
                                 whether or not a Business Day.

Denominations; Specified
  Currency:

Class Seniority or Subordination

Closing Date:

Initial Certificate Registrar:

Corporate Trust Office:


                                  Exhibit B-1
<PAGE>
                                                                       EXHIBIT C
                                                              TO TRUST AGREEMENT

                   FORM OF CLASS _____ CALLABLE CERTIFICATE

                            CABCO SERIES 200_-_ TRUST
                        CLASS _____ CALLABLE CERTIFICATE

                                     [FACE]

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

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

BY ACQUIRING OR ACCEPTING ANY INTEREST IN THIS CERTIFICATE, YOU ACKNOWLEDGE THAT
THIS CERTIFICATE IS SUBJECT TO A PURCHASE OPTION GRANTED TO CORPORATE ASSET
BACKED CORPORATION, A DELAWARE CORPORATION (THE "DEPOSITOR"), BY UBS SECURITIES
LLC UNDER THE CLASS _____ CALL OPTION AGREEMENT, DATED AS OF _____________,
200__ (THE "CALL OPTION AGREEMENT"), AMONG THE DEPOSITOR, AS THE SOLE INITIAL
OPTION HOLDER, UBS SECURITIES LLC, AS THE INITIAL PURCHASER FROM THE DEPOSITOR,
AND SOLE HOLDER AT THE TIME OF SUCH GRANT, OF THE CLASS _____ CERTIFICATES, AND
_______________________, A NEW YORK BANKING CORPORATION, ACTING AS OPTION AGENT
FOR THE CLASS _____ CERTIFICATEHOLDERS WITH RESPECT TO THE CLASS _____ OPTIONS
(THE "OPTION AGENT"), WHICH OBLIGATIONS HAVE BEEN ASSUMED BY EACH SUBSEQUENT
HOLDER OF SUCH CLASS _____ CERTIFICATES; YOU AGREE TO ASSUME THE OBLIGATION OF
YOUR TRANSFEROR TO PERFORM SUCH CLASS _____ OPTION; AND YOU ACKNOWLEDGE THAT
YOUR TRANSFEROR HAS BEEN RELEASED FROM ITS OBLIGATION TO PERFORM SUCH CLASS
_____ OPTION. THE CALL OPTION AGREEMENT PERMITS THE HOLDER OF THE RELATED CLASS
_____ OPTION TO PURCHASE THIS CERTIFICATE FROM YOU, WITHOUT YOUR CONSENT,

                                  Exhibit C-1
<PAGE>
AT THE TIMES AND ON THE CONDITIONS SPECIFIED IN THE CALL OPTION AGREEMENT AT THE
CALL PRICE SPECIFIED IN THAT AGREEMENT. THE CLASS _____ OPTION MAY BE
TRANSFERRED FROM TIME TO TIME. UPON THE EXERCISE OF THE RELATED CLASS _____
OPTION IN THE MANNER SPECIFIED IN THE CALL OPTION AGREEMENT, THE CLASS _____
CERTIFICATE WILL BE TRANSFERRED TO THE RELEVANT CLASS _____ OPTION HOLDER BY THE
TRUSTEE, AND YOU WILL BE PAID THE CALL PRICE FOR THIS CERTIFICATE IN ACCORDANCE
WITH THE TERMS OF THE CALL OPTION AGREEMENT, WITHOUT THE REQUIREMENT OF ANY
FURTHER ACTION BY YOU, EXCEPT THAT IF THE CLASS _____ CERTIFICATES ARE HELD IN
DEFINITIVE FORM AT SUCH TIME YOU WILL NOT RECEIVE SUCH CALL PRICE UNLESS AND
UNTIL YOU SURRENDER THIS CERTIFICATE.

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




                                  Exhibit C-2
<PAGE>
CERTIFICATE NUMBER _____                                                [$_____]
CUSIP No.: _____                           Initial Certificate Principal Balance

                            CABCO SERIES 200_-_ TRUST
                        CLASS _____ CALLABLE CERTIFICATE

                            _____% PASS-THROUGH RATE

evidencing a beneficial ownership interest in the Trust, as defined below, the
assets of which include [$_________] aggregate principal amount of the _____
(the "Underlying Securities") and all payments received thereon, exclusive of
the Retained Interest.

      THIS CERTIFIES THAT CEDE & Co. is the registered owner of a nonassessable,
fully-paid, beneficial ownership interest in CABCO Series 200_-_ Trust (the
"Trust") formed by Corporate Asset Backed Corporation, as depositor (the
"Depositor").

      The Trust was created pursuant to a Trust Agreement, dated as of
_____________, 200__ (as amended and supplemented from time to time, the "Trust
Agreement"), between the Depositor and _______________________, as trustee (the
"Trustee") and option agent (the "Option Agent"). A summary of certain of the
pertinent provisions of the Trust Agreement is set forth below. To the extent
not otherwise defined herein, the capitalized terms used herein have the
meanings assigned to them in the Trust Agreement.

      This Certificate is issued under and is subject to the terms, provisions
and conditions of the Trust Agreement, to which Trust Agreement the
Certificateholder by virtue of the acceptance hereof assents and by which such
Certificateholder is bound. The assets of the Trust include the Underlying
Securities and all proceeds of the Underlying Securities, but do not include the
Retained Interest. Capitalized terms used but not defined herein have the
meanings specified in the Trust Agreement.

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

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

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

                                  Exhibit C-3
<PAGE>
for such tax purposes as interests in a grantor trust, and the provisions of the
Trust Agreement shall be interpreted to further this intention of the parties.

      Distributions on this Certificate shall be made as provided in the Trust
Agreement by the Trustee by wire transfer or check mailed to the
Certificateholder of record in the Certificate Register without the presentation
or surrender of this Certificate or the making of any notation hereon. Except as
otherwise provided in the Trust Agreement and notwithstanding the above, the
final distribution on this Certificate shall be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office maintained for such purpose by the
Trustee at its Corporate Trust Office.

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

      This Certificate does not purport to summarize the Trust Agreement and
reference is hereby made to the Trust Agreement for information with respect to
the rights, benefits, obligations and duties evidenced thereby. A copy of the
Trust Agreement may be examined by any Certificateholder upon request during
normal business hours at the Corporate Trust Office of the Trustee, located at
the office of _______________________, _______________ and at such other places,
if any, designated by the Trustee.

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

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

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




                                  Exhibit C-4
<PAGE>
      IN WITNESS WHEREOF, the Trustee, on behalf of the Trust, has caused this
Certificate to be duly executed by its manual signature as of the date set forth
below.

                                    CABCO SERIES 200_-_ TRUST


                              By:   _______________________,
                                    not in its individual capacity but solely
                                    as Trustee

                                    By:_______________________________________
                                       Responsible Officer
                                       Name:
                                       Title:


Dated: _____________, 200__



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

                              By:   _______________________,
                                    not in its individual capacity but solely
                                    as Authenticating Agent

                                    By:_______________________________________
                                       Responsible Officer of Trustee
                                       Name:
                                       Title:


Dated: _____________, 200__



                                  Exhibit C-5
<PAGE>
              [FORM OF REVERSE OF CLASS _____ CALLABLE CERTIFICATE]

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

      As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registerable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies of the Certificate Registrar maintained by
the Trustee at its Corporate Trust Office, accompanied by a written instrument
of transfer in form satisfactory to the Trustee and the Certificate Registrar
duly executed by the Certificateholder hereof or such Certificateholder's
attorney duly authorized in writing, and thereupon one or more new Certificates
in authorized denominations of the same Class and a like aggregate Certificate
Principal Balance will be issued to the designated transferee. The initial
Certificate Registrar appointed under the Trust Agreement is the Trustee.

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

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

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

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

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




                                  Exhibit C-6
<PAGE>
                                   Schedule 1

[Schedule 1, not repeated here, shall be identical to Exhibits A and B attached
to the Trust Agreement]




                                  Exhibit C-7
<PAGE>
                                   ASSIGNMENT

      FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE


--------------------------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code, of
assignee)


--------------------------------------------------------------------------------
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing


--------------------------------------------------------------------------------
Attorney to transfer said Certificate on the books of the Certificate Registrar,
with full power of substitution in the premises.

Dated:

                                                      */
                  ------------------------------------

                                                           Signature Guaranteed:

                                                      */
                  ------------------------------------

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

*/ NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member of the New York Stock Exchange or a commercial bank or
trust company.




                                  Exhibit C-8
<PAGE>
                                                                      [EXHIBIT D
                                                             TO TRUST AGREEMENT]

                    [FORM OF CLASS _____ CALLABLE CERTIFICATE

                            CABCO SERIES 200_-_ TRUST
                        CLASS _____ CALLABLE CERTIFICATE

                            _____% PASS-THROUGH RATE

NO EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) WHETHER OR NOT IT
IS SUBJECT TO TITLE I OF ERISA, NO PLAN (AS DESCRIBED IN SECTION 4975(e)(1) OF
THE CODE) AND NO ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON
OF ANY SUCH PLAN'S INVESTMENT IN THE ENTITY (EACH, A "PLAN"), OR ANY PERSON
ACTING ON BEHALF OF ANY PLAN, MAY PURCHASE OR HOLD A CERTIFICATE OR ANY INTEREST
THEREIN, UNLESS (I) THE PURCHASER IS AN INSURANCE COMPANY, (II) IT IS NOT A
PERSON WHO HAS DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS OF
THE TRUST OR A PERSON WHO PROVIDES INVESTMENT ADVICE FOR A FEE (DIRECT OR
INDIRECT) TO OR WITH RESPECT TO SUCH ASSETS, OR AN AFFILIATE OF SUCH A PERSON,
(III) THE SOLE SOURCE OF THE FUNDS BEING USED TO EFFECT ITS PURCHASE OF SUCH
CERTIFICATES IS ITS GENERAL ACCOUNT, (IV) ON THE DATE IT PURCHASES ANY SUCH
CERTIFICATES, LESS THAN 25% OF THE ASSETS OF ITS GENERAL ACCOUNT (AS DETERMINED
BY SUCH INSURANCE COMPANY) CONSTITUTE PLAN ASSETS, (V) THE ACQUISITION AND
HOLDING OF SUCH CERTIFICATES WILL NOT CONSTITUTE A NONEXEMPT PROHIBITED
TRANSACTION IN VIOLATION OF SECTION 406 OF ERISA AND SECTION 4975 OF THE
INTERNAL REVENUE CODE, AND (VI) IF, AS OF ANY LATER DATE ON WHICH ANY PERSON
PURCHASES ANY OF SUCH CERTIFICATES, 25% OR MORE OF THE ASSETS OF SUCH GENERAL
ACCOUNT CONSTITUTE PLAN ASSETS OR IF SUCH COMPANY BECOMES A PERSON WHO HAS
DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS OF THE TRUST OR A
PERSON WHO PROVIDES INVESTMENT ADVICE FOR A FEE (DIRECT OR INDIRECT) TO OR WITH
RESPECT TO SUCH ASSETS, OR AN AFFILIATE OF SUCH A PERSON, THEN SUCH INSURANCE
COMPANY WILL DISPOSE OF SUCH CERTIFICATES THEN HELD IN ITS GENERAL ACCOUNT
PROMPTLY, AND IN ANY EVENT BY THE END OF THE NEXT CALENDAR QUARTER.

THIS CLASS _____ CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. NO TRANSFER OF THIS
CLASS _____ CERTIFICATE SHALL BE VALID OR EFFECTIVE UNLESS SUCH TRANSFER IS TO A
"QUALIFIED INSTITUTIONAL BUYER" PURSUANT TO RULE 144A UNDER THE ACT AND PRIOR TO
THE TRANSFER SUCH HOLDER(S) SHALL HAVE DELIVERED TO THE DEPOSITOR AND THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS RELATING TO THE
RESTRICTIONS ON TRANSFERS OF THIS CERTIFICATE (THE FORM OF WHICH LETTER MAY BE
OBTAINED FROM THE TRUSTEE).


                                  Exhibit D-1
<PAGE>
BY ACQUIRING OR ACCEPTING ANY INTEREST IN THIS CERTIFICATE, YOU ACKNOWLEDGE THAT
THIS CERTIFICATE IS SUBJECT TO A PURCHASE OPTION GRANTED TO CORPORATE ASSET
BACKED CORPORATION, A DELAWARE CORPORATION (THE "DEPOSITOR"), BY UBS SECURITIES
LLC UNDER THE CLASS _____ CALL OPTION AGREEMENT, DATED AS OF _____________,
200__ (THE "CALL OPTION AGREEMENT"), AMONG THE DEPOSITOR, AS THE SOLE INITIAL
OPTION HOLDER, UBS SECURITIES LLC, AS THE INITIAL PURCHASER FROM THE DEPOSITOR,
AND SOLE HOLDER AT THE TIME OF SUCH GRANT, OF THE CLASS _____ CERTIFICATES, AND
_______________________, A NEW YORK BANKING CORPORATION, ACTING AS OPTION AGENT
FOR THE CLASS _____ CERTIFICATEHOLDERS WITH RESPECT TO THE CLASS _____ OPTIONS
(THE "OPTION AGENT"), WHICH OBLIGATIONS HAVE BEEN ASSUMED BY EACH SUBSEQUENT
HOLDER OF SUCH CLASS _____ CERTIFICATES; YOU AGREE TO ASSUME THE OBLIGATION OF
YOUR TRANSFEROR TO PERFORM SUCH CLASS _____ OPTION; AND YOU ACKNOWLEDGE THAT
YOUR TRANSFEROR HAS BEEN RELEASED FROM ITS OBLIGATION TO PERFORM SUCH CLASS
_____ OPTION. THE CALL OPTION AGREEMENT PERMITS THE HOLDER OF THE RELATED CLASS
_____ OPTION TO PURCHASE THIS CERTIFICATE FROM YOU, WITHOUT YOUR CONSENT, AT THE
TIMES AND ON THE CONDITIONS SPECIFIED IN THE CALL OPTION AGREEMENT AT THE CALL
PRICE SPECIFIED IN THAT AGREEMENT. THE CLASS _____ OPTION MAY BE TRANSFERRED
FROM TIME TO TIME. UPON THE EXERCISE OF THE RELATED CLASS _____ OPTION IN THE
MANNER SPECIFIED IN THE CALL OPTION AGREEMENT, THIS CLASS _____ CERTIFICATE WILL
BE TRANSFERRED TO, AND REGISTERED IN THE NAME OF, THE RELEVANT CLASS _____
OPTION HOLDER BY THE TRUSTEE, AND YOU WILL BE PAID THE CALL PRICE FOR THIS
CERTIFICATE IN ACCORDANCE WITH THE TERMS OF THE CALL OPTION AGREEMENT, WITHOUT
THE REQUIREMENT OF ANY FURTHER ACTION BY YOU.

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




                                  Exhibit D-2
<PAGE>
CERTIFICATE NUMBER ___                                                  [$_____]
CUSIP No.: ____________                      Initial Certificate Notional Amount

                            CABCO SERIES 200_-_ TRUST

                        CLASS _____ CALLABLE CERTIFICATE

                            _____% PASS-THROUGH RATE

evidencing a beneficial ownership interest in the Trust, as defined below, the
assets of which include [$_________] aggregate principal amount of ____________
(the "Underlying Securities") and all payments received thereon, exclusive of
the Retained Interest.

      THIS CERTIFIES THAT _____________________is the registered owner of a
nonassessable, fully-paid, beneficial ownership interest in CABCO Series 200_-_
Trust (the "Trust") formed by Corporate Asset Backed Corporation, as depositor
(the "Depositor").

      The Trust was created pursuant to a Trust Agreement, dated as of
_____________, 200__ (as amended and supplemented from time to time, the "Trust
Agreement"), between the Depositor and _______________________, as trustee (the
"Trustee") and Option Agent. A summary of certain of the pertinent provisions of
the Trust Agreement is set forth below. To the extent not otherwise defined
herein, the capitalized terms used herein have the meanings assigned to them in
the Trust Agreement.

      This Certificate is issued under and is subject to the terms, provisions
and conditions of the Trust Agreement, to which Trust Agreement the
Certificateholder by virtue of the acceptance hereof assents and by which such
Certificateholder is bound. The assets of the Trust include the Underlying
Securities and all proceeds of the Underlying Securities, but do not include the
Retained Interest. Capitalized terms used but not defined herein have the
meanings specified in the Trust Agreement.

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

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

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

                                  Exhibit D-3
<PAGE>
for such tax purposes as interests in a grantor trust, and the provisions of the
Trust Agreement shall be interpreted to further this intention of the parties.

      Distributions on this Certificate shall be made as provided in the Trust
Agreement by the Trustee by wire transfer or check mailed to the
Certificateholder of record in the Certificate Register without the presentation
or surrender of this Certificate or the making of any notation hereon. Except as
otherwise provided in the Trust Agreement and notwithstanding the above, the
final distribution on this Certificate shall be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office maintained for such purpose by the
Trustee at its Corporate Trust Office.

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

      This Certificate does not purport to summarize the Trust Agreement and
reference is hereby made to the Trust Agreement for information with respect to
the rights, benefits, obligations and duties evidenced thereby. A copy of the
Trust Agreement may be examined by any Certificateholder upon request during
normal business hours at the Corporate Trust Office of the Trustee, located at
the office of _______________________, _______________ and at such other places,
if any, designated by the Trustee.

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

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

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




                                  Exhibit D-4
<PAGE>
      IN WITNESS WHEREOF, the Trustee, on behalf of the Trust, has caused this
Certificate to be duly executed by its manual signature as of the date set forth
below.

                                    CABCO SERIES 200_-_ TRUST


                              By:   _______________________,
                                    not in its individual capacity but solely as
                                    Trustee

                                    By:_______________________________________
                                       Responsible Officer
                                       Name:
                                       Title:


Dated: ______________



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

                              By:   _______________________,
                                    not in its individual capacity but solely
                                    as Authenticating Agent

                                    By:_______________________________________
                                       Responsible Officer of Trustee
                                       Name:
                                       Title:


Dated: ______________


                                  Exhibit D-5
<PAGE>
              [FORM OF REVERSE OF CLASS _____ CALLABLE CERTIFICATE]

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

      As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registerable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies of the Certificate Registrar maintained by
the Trustee at its Corporate Trust Office, accompanied by a written instrument
of transfer in form satisfactory to the Trustee and the Certificate Registrar
duly executed by the Certificateholder hereof or such Certificateholder's
attorney duly authorized in writing, and thereupon one or more new Certificates
in authorized denominations of the same Class and a like aggregate Certificate
Principal Balance will be issued to the designated transferee. The initial
Certificate Registrar appointed under the Trust Agreement is the Trustee.

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

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

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

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

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




                                  Exhibit D-6
<PAGE>
                                   Schedule 1

[Schedule 1, not repeated here, shall be identical to Exhibits A and B attached
to the Trust Agreement]

                                   ASSIGNMENT

            FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE


--------------------------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code, of
assignee)


--------------------------------------------------------------------------------
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing


--------------------------------------------------------------------------------
Attorney to transfer said Certificate on the books of the Certificate Registrar,
with full power of substitution in the premises.

Dated:

                                                      */
                  ------------------------------------

                                                           Signature Guaranteed:

                                                      */
                  ------------------------------------

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

*/ NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member of the New York Stock Exchange or a commercial bank or
trust company.]




                                  Exhibit D-7
<PAGE>
                                                                      [EXHIBIT E

                           [FORM OF INVESTMENT LETTER]

                                INVESTMENT LETTER

                          QUALIFIED INSTITUTIONAL BUYER

                                                                 [Insert date]
_______________________, as Trustee
[Insert Trustee's address]

Corporate Asset Backed Corporation, as Depositor
445 Broad Hollow Road
Suite 239
Melville, New York 11747

Ladies and Gentlemen:

      In connection with its proposed purchase of Class _____ Certificates (the
"Certificates") of the CABCO Series 200_-_ Trust (the "Issuer") more
particularly described in Schedule A hereto, the undersigned purchaser (the
"Purchaser") confirms that:

1.    The Purchaser understands that substantial risks are involved in an
      investment in the Certificates. The Purchaser represents that in making
      its investment decision to acquire the Certificates, the Purchaser has not
      relied on representations, warranties, opinions, projections, financial or
      other information or analysis, if any, supplied to it by any person,
      including you, Corporate Asset Backed Corporation, as depositor (the
      "Depositor"), or _______________________, as trustee (the "Trustee"), or
      any of your or its affiliates. The Purchaser has such knowledge and
      experience in financial and business matters as to be capable of
      evaluating the merits and risks of an investment in the Certificates, and
      the Purchaser is able to bear the substantial economic risks of such an
      investment. The Purchaser has relied upon its own tax, legal and financial
      advisors in connection with its decision to purchase the Certificates.

2.    The Purchaser (A) is a "Qualified Institutional Buyer" (as defined in Rule
      144A under the Securities Act of 1933, as amended (the "Securities Act"))
      and (B) is acquiring the Certificates for its own account or for the
      account of one or more investors of the type described in clause (A) above
      as to each of which the Purchaser exercises sole investment discretion.
      The Purchaser is purchasing the Certificates for investment purposes and
      not with a view to or for the offer or sale in connection with, a public
      distribution, or in any other manner that would violate the Securities Act
      or the securities or blue sky laws of any state.

3.    The Purchaser understands that the Certificates have not been and will not
      be registered under the Securities Act or under the securities or blue sky
      laws of any state, and (i) that if it decides to resell, pledge or
      otherwise transfer any Certificate, such Certificate may be resold,
      pledged or transferred without registration only to an entity that has
      delivered to the Depositor and the Trustee a certification that it is a
      Qualified Institutional Buyer that is purchasing (1) for its own

                                  Exhibit E-1
<PAGE>
      account or (2) for the account of another Qualified Institutional Buyer,
      that it or such other Qualified Institutional Buyer is aware that the
      resale, pledge or transfer is being made in reliance on said Rule 144A and
      (ii) that it and each subsequent holder will be required to notify any
      purchaser of any Certificate from it of the resale restrictions referred
      to in clause (i) above.

4.    The Purchaser (A) is not a Benefit Plan Investor or is not acting on
      behalf of a Benefit Plan Investor or (B) is a Benefit Plan Investor or is
      acting on behalf of a Benefit Plan Investor but (i) is an insurance
      company, (ii) does not have discretionary authority or control with
      respect to the assets of the Issuer and does not provide investment advice
      for a fee (direct or indirect) to or with respect to such assets, nor is
      an affiliate of a person that has such discretionary authority or control,
      (iii) the sole source of the funds being used to purchase the Certificates
      is its general account, (iv) on the date hereof, less than 25% of the
      assets of its general account (as determined by such insurance company)
      constitute "plan assets", and (v) the acquisition and holding of the
      Certificates will not constitute a nonexempt prohibited transaction in
      violation of section 406 of ERISA and section 4975 of the Internal Revenue
      Code.

5.    The Purchaser understands that if it is an insurance company it will have
      to dispose of any Certificates being held in its general account promptly,
      and in any event by the end of the calendar quarter immediately following
      the date on which (i) 25% or more of the assets of its general account
      constitute plan assets or (ii) it has discretionary authority or control
      with respect to the assets of the Issuer or provides investment advice for
      a fee (direct or indirect) to or with respect to such assets, or is an
      affiliate of a person that has such discretionary authority or control.

6.    The Purchaser understands that the Certificates will bear legends
      substantially to the following effect, unless otherwise agreed by the
      Depositor and the Trustee:

            "THIS CLASS _____ CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
            SECURITIES LAW. NO TRANSFER OF THIS CLASS _____ CERTIFICATE SHALL BE
            VALID OR EFFECTIVE UNLESS SUCH TRANSFER IS TO A "QUALIFIED
            INSTITUTIONAL BUYER" PURSUANT TO RULE 144A UNDER THE ACT AND PRIOR
            TO THE TRANSFER SUCH HOLDER(S) SHALL HAVE DELIVERED TO THE DEPOSITOR
            AND THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS
            RELATING TO THE RESTRICTIONS ON TRANSFERS OF THIS CERTIFICATE (THE
            FORM OF WHICH LETTER MAY BE OBTAINED FROM THE TRUSTEE)."

            "NO EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA)
            WHETHER OR NOT IT IS SUBJECT TO TITLE I OF ERISA, NO PLAN (AS
            DESCRIBED IN SECTION 4975(e)(1) OF THE CODE) AND NO ENTITY WHOSE
            UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY SUCH PLAN'S
            INVESTMENT IN THE ENTITY (EACH, A "PLAN"), OR ANY PERSON ACTING ON
            BEHALF OF ANY PLAN, MAY PURCHASE OR HOLD A

                                  Exhibit E-2
<PAGE>
            CERTIFICATE OR ANY INTEREST THEREIN, UNLESS (I) THE PURCHASER IS AN
            INSURANCE COMPANY, (II) IT IS NOT A PERSON WHO HAS DISCRETIONARY
            AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS OF THE TRUST OR A
            PERSON WHO PROVIDES INVESTMENT ADVICE FOR A FEE (DIRECT OR INDIRECT)
            TO OR WITH RESPECT TO SUCH ASSETS, OR AN AFFILIATE OF SUCH A PERSON,
            (III) THE SOLE SOURCE OF THE FUNDS BEING USED TO EFFECT ITS PURCHASE
            OF SUCH CERTIFICATES IS ITS GENERAL ACCOUNT, (IV) ON THE DATE IT
            PURCHASES ANY SUCH CERTIFICATES, LESS THAN 25% OF THE ASSETS OF ITS
            GENERAL ACCOUNT (AS DETERMINED BY SUCH INSURANCE COMPANY) CONSTITUTE
            PLAN ASSETS, (V) THE ACQUISITION AND HOLDING OF SUCH CERTIFICATES
            WILL NOT CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION IN VIOLATION
            OF SECTION 406 OF ERISA AND SECTION 4975 OF THE INTERNAL REVENUE
            CODE, AND (VI) IF, AS OF ANY LATER DATE ON WHICH ANY PERSON
            PURCHASES ANY OF SUCH CERTIFICATES, 25% OR MORE OF THE ASSETS OF
            SUCH GENERAL ACCOUNT CONSTITUTE PLAN ASSETS OR IF SUCH COMPANY
            BECOMES A PERSON WHO HAS DISCRETIONARY AUTHORITY OR CONTROL WITH
            RESPECT TO THE ASSETS OF THE TRUST OR A PERSON WHO PROVIDES
            INVESTMENT ADVICE FOR A FEE (DIRECT OR INDIRECT) TO OR WITH RESPECT
            TO SUCH ASSETS, OR AN AFFILIATE OF SUCH A PERSON, THEN SUCH
            INSURANCE COMPANY WILL DISPOSE OF SUCH CERTIFICATES THEN HELD IN ITS
            GENERAL ACCOUNT PROMPTLY, AND IN ANY EVENT BY THE END OF THE NEXT
            CALENDAR QUARTER."

            "BY ACQUIRING OR ACCEPTING ANY INTEREST IN A CLASS _____
            CERTIFICATE, YOU ACKNOWLEDGE THAT THE CLASS _____ CERTIFICATE IS
            SUBJECT TO A PURCHASE OPTION GRANTED TO CORPORATE ASSET BACKED
            CORPORATION, A DELAWARE CORPORATION (THE "DEPOSITOR"), BY UBS
            SECURITIES LLC UNDER THE CLASS _____ CALL OPTION AGREEMENT, DATED AS
            OF _____________, 200__ (THE "CALL OPTION AGREEMENT"), AMONG THE
            DEPOSITOR, AS THE SOLE INITIAL OPTION HOLDER, UBS SECURITIES LLC, AS
            THE INITIAL PURCHASER FROM THE DEPOSITOR, AND SOLE HOLDER AT THE
            TIME OF SUCH GRANT, OF THE CLASS _____ CERTIFICATES, AND
            _______________________, A NEW YORK BANKING CORPORATION, ACTING AS

                                  Exhibit E-3
<PAGE>
            OPTION AGENT FOR THE CLASS _____ CERTIFICATEHOLDERS WITH RESPECT TO
            THE CLASS _____ OPTIONS (THE "OPTION AGENT"), WHICH OBLIGATIONS HAVE
            BEEN ASSUMED BY EACH SUBSEQUENT HOLDER OF SUCH CLASS _____
            CERTIFICATES; YOU AGREE TO ASSUME THE OBLIGATION OF YOUR TRANSFEROR
            TO PERFORM SUCH CLASS _____ OPTION; AND YOU ACKNOWLEDGE THAT YOUR
            TRANSFEROR HAS BEEN RELEASED FROM ITS OBLIGATION TO PERFORM SUCH
            CLASS _____ OPTION. THE CALL OPTION AGREEMENT PERMITS THE HOLDER OF
            THE RELATED CLASS _____ OPTION TO PURCHASE THIS CERTIFICATE FROM
            YOU, WITHOUT YOUR CONSENT, AT THE TIMES AND ON THE CONDITIONS
            SPECIFIED IN THE CALL OPTION AGREEMENT AT THE CALL PRICE SPECIFIED
            IN THAT AGREEMENT. THE CLASS _____ OPTION MAY BE TRANSFERRED FROM
            TIME TO TIME. UPON THE EXERCISE OF THE RELATED CLASS _____ OPTION IN
            THE MANNER SPECIFIED IN THE CALL OPTION AGREEMENT, THE CLASS _____
            CERTIFICATE WILL BE TRANSFERRED TO, AND REGISTERED IN THE NAME OF,
            THE RELEVANT CLASS _____ OPTION HOLDER BY THE TRUSTEE, AND YOU WILL
            BE PAID THE CALL PRICE FOR THE CERTIFICATE IN ACCORDANCE WITH THE
            TERMS OF THE CALL OPTION AGREEMENT, WITHOUT THE REQUIREMENT OF ANY
            FURTHER ACTION BY YOU, EXCEPT THAT IF THE CLASS _____ CERTIFICATES
            ARE HELD IN DEFINITIVE FORM AT SUCH TIME YOU WILL NOT RECEIVE SUCH
            CALL PRICE UNLESS AND UNTIL YOU SURRENDER THIS CERTIFICATE."

7.    The Purchaser understands that no subsequent transfer of the Certificates
      is permitted unless (A) such transfer is of a Certificate with the
      applicable minimum denomination and (B) the Purchaser causes the proposed
      transferee to provide to the Depositor and the Trustee, a letter
      substantially in the form of this letter, or such other written statement
      as the Trustee shall prescribe.

8.    The Purchaser is a person or entity (a "Person") who is one of the
      following

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

      B.    a Person not described in (A), whose ownership of such Certificate
            is effectively connected with such Person's conduct of a trade or
            business within the United States

                                  Exhibit E-4
<PAGE>
            within the meaning of the Internal Revenue Code of 1986, as amended
            (the "Code"), and its ownership of any interest in such Certificate
            will not result in any withholding obligation with respect to any
            payments with respect to the Certificates by any Person (other than
            withholding, if any, under Section 1446 of the Code), or

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

      D.    a Person not described in (A), (B) or (C) above, who is fully
            eligible for the benefits of the "Interest" provision of the income
            tax treaty between such Person's jurisdiction and the United States
            and under the "Interest" provision of such income tax treaty, any
            interest income received by such Person from sources within the
            United States is wholly exempt from tax by the United States.

      The Purchaser agrees that (I) if it is a Person described in clause (A)
      above, it will furnish to the Depositor and the Trustee a properly
      executed IRS Form W-9, and (II) if it is a Person described in clause (B)
      above, it will furnish to the Depositor and the Trustee a properly
      executed IRS Form W-8ECI, (III) if it is a Person described in clause (C)
      above, it will furnish to the Depositor and the Trustee a properly
      executed IRS Form W-8BEN (or, if the Purchaser is treated as a partnership
      for federal income tax purposes, a properly executed IRS Form W-8IMY with
      all required supporting documentation including (but not limited to)
      appropriate certification for all partners or members attached) and (IV)
      if it is a Person described in clause (D) above, it will furnish to the
      Depositor and the Trustee a properly executed IRS Form W-8BEN, with Part
      II completed. The Purchaser also agrees that it will provide a new IRS
      form upon the expiration or obsolescence of any previously delivered form,
      and that it will provide such other certifications, representations or
      Opinions of Counsel as may be requested by the Depositor and the Trustee.

9.    The Purchaser agrees that if at some time in the future it wishes to
      transfer or exchange any of the Certificates, it will not transfer or
      exchange any of the Certificates unless such transfer or exchange is in
      accordance with the terms of the Trust Agreement pursuant to which the
      Certificate was issued. The Purchaser understands that any purported
      transfer of the Certificates (or any interest therein) in contravention of
      any of the restrictions and conditions in the Trust Agreement shall be
      void, and the purported transferee in such transfer shall not be
      recognized by any Person as a holder of such Certificates, for any
      purpose.

      Capitalized terms used but not defined in this letter are used with the
      respective meanings specified in the Trust Agreement dated as of
      _____________, 200__, between Corporate Asset Backed Corporation, as
      Depositor and _______________________, as Trustee and Option Agent.

                            [SIGNATURE PAGE FOLLOWS]




                                  Exhibit E-5
<PAGE>
            You and the Trustee are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry with respect
to the matters covered hereby.

                              Very truly yours,

                              [INSERT NAME OF PURCHASER].



                              By:
                                 ---------------------------------------

                              Name:
                                   -------------------------------------

                              Title:
                                    ------------------------------------




                                  Exhibit E-6
<PAGE>
                                                                      Schedule A

                            CLASS _____ CERTIFICATES

<TABLE>
<CAPTION>
TRUST           NAME OF       PASS-THROUGH      TOTAL           DATE OF         CERTIFICATE
SECURITIES      UNDERLYING    RATE ON           CERTIFICATE     TRUST           NOTIONAL
SERIES          SECURITIES    CLASS             NOTIONAL        AGREEMENT*      AMOUNT OF
NUMBER          ISSUER        CERTIFICATES      AMOUNT OF                       CLASS
                                                CLASS                           CERTIFICATES
                                                CERTIFICATES                    PURCHASED
--------------------------------------------------------------------------------------------
<S>             <C>           <C>               <C>             <C>             <C>



[_____]         [_____]       [_____]           [_____]         [_____]         [_____]
</TABLE>


*   Initial Closing Date]