Exhibit 4.2
                                                 Preliminary--Subject to Change








                      STANDARD TERMS FOR TRUST AGREEMENTS
                                    between

                        ABN AMRO SCORS Depositor Inc.,

                                 as Depositor

                                      and

                             [                  ],

                                  as Trustee

     ABN AMRO STRUCTURED CORPORATE SECURITIES(SM) ("ABN AMRO SCORS"(SM))
                                 CERTIFICATES






                             Dated as of [ ], 2004








["ABN AMRO Structured Corporate Securities" and "ABN AMRO SCORS" are
registered service marks of ABN AMRO WCS Holding Company].



<PAGE>
                               TABLE OF CONTENTS

                                                                          Page
                                                                          ----

                                   ARTICLE I
                          Definitions and Assumptions

SECTION 1.01.   Definitions.................................................1
SECTION 1.02.   Rules of Construction.......................................15
SECTION 1.03.   Compliance Certificates and Opinions; Record Date...........16

                                  ARTICLE II
               Declaration of Trusts; Issuance of Certificates;
                     Purpose and Classification of Trusts

SECTION 2.01.   Creation and Declaration of Trusts: Assignment of
                Underlying Securities.......................................17
SECTION 2.02.   Acceptance by Trustee.......................................18
SECTION 2.03.   Representations and Warranties of the Depositor.............18
SECTION 2.04.   Breach of Representation, Warranty or Covenant..............19
SECTION 2.05.   Agreement to Authenticate and Deliver Certificates..........19

                                  ARTICLE III
                         Administration of each Trust

SECTION 3.01.   Administration of each Trust................................20
SECTION 3.02.   Collection of Certain Underlying Security Payments..........20
SECTION 3.03.   Certificate Account.........................................20
SECTION 3.04.   Liquidation of the Underlying Securities....................21
SECTION 3.05.   Investment of Funds in the Accounts.........................21
SECTION 3.06.   Maintenance of Credit Support...............................22
SECTION 3.07.   Realization Upon Defaulted Underlying Securities............22
SECTION 3.08.   Retained Interest...........................................23
SECTION 3.09.   Access to Certain Documentation.............................24
SECTION 3.10.   Preparation of Reports......................................24
SECTION 3.11.   Charges and Expenses........................................25
SECTION 3.12.   Underlying Securities Reporting Failure.....................25

                                  ARTICLE IV
               Distributions and Reports to Certificateholders

SECTION 4.01.   Distributions...............................................26
SECTION 4.02.   Distributions on Certificates...............................26
SECTION 4.03.   Reports to Certificateholders...............................27
SECTION 4.04.   Advances....................................................28
SECTION 4.05.   Allocation of Realized Losses and Trust Expenses............29
SECTION 4.06.   Compliance with Withholding Requirements....................29
SECTION 4.07.   Optional Exchange...........................................30




                                      i
<PAGE>

                                   ARTICLE V
                               The Certificates

SECTION 5.01.   The Certificates............................................31
SECTION 5.02.   Execution, Authentication and Delivery......................32
SECTION 5.03.   Temporary Certificates......................................33
SECTION 5.04.   Registration; Registration of Transfer and Exchange.........33
SECTION 5.05.   Mutilated, Destroyed, Lost and Stolen Certificates..........35
SECTION 5.06.   Persons Deemed Owners.......................................36
SECTION 5.07.   Cancellation................................................36
SECTION 5.08.   Global Securities...........................................36
SECTION 5.09.   Notices to Depository.......................................38
SECTION 5.10.   Definitive Certificates.....................................38
SECTION 5.11.   Currency of Distributions in Respect of Certificates........38
SECTION 5.12.   Conditions of Authentication and Delivery of New Series.....39
SECTION 5.13.   Appointment of Paying Agent.................................40
SECTION 5.14.   Authenticating Agent........................................40
SECTION 5.15.   Voting Rights with Respect to Underlying Securities.........41
SECTION 5.16.   Actions by Certificateholders...............................42
SECTION 5.17.   Events of Default...........................................42
SECTION 5.18.   Judicial Proceedings Instituted by Trustee; Trustee
                May Bring Suit..............................................42
SECTION 5.19.   Control by Certificateholders...............................43
SECTION 5.20.   Waiver of Past Defaults.....................................43
SECTION 5.21.   Right of Certificateholders to Receive Payments Not to
                Be Impaired.................................................44
SECTION 5.22.   Remedies Cumulative.........................................44

                                  ARTICLE VI
                                 The Depositor

SECTION 6.01.   Liability of the Depositor..................................44
SECTION 6.02.   Limitation on Liability of the Depositor....................44
SECTION 6.03.   Depositor May Purchase Certificates.........................45
SECTION 6.04.   Merger or Consolidation of the Depositor....................45
SECTION 6.05.   No Liability of the Depositor with Respect to the
                Underlying Securities; Certificateholders to Proceed
                Directly Against the Issuer(s)..............................46

                                  ARTICLE VII
                            Concerning the Trustee

SECTION 7.01.   Duties of Trustee...........................................46
SECTION 7.02.   Between Trustee and Sub-Administrative Agents...............49
SECTION 7.03.   Certain Matters Affecting the Trustee.......................51
SECTION 7.04.   Trustee Not Liable for Recitals in Certificates or
                Underlying Securities.......................................52
SECTION 7.05.   Trustee May Own Certificates................................52
SECTION 7.06.   Trustee's Fees and Expenses.................................52
SECTION 7.07.   Eligibility Requirements for Trustee........................53





                                      ii
<PAGE>

SECTION 7.08.   Resignation or Removal of the Trustee; Appointment of
                Successor Trustee...........................................54
SECTION 7.09.   Merger or Consolidation of Trustee..........................55
SECTION 7.10.   Appointment of Office or Agency.............................55
SECTION 7.11.   Representations and Warranties of Trustee...................55
SECTION 7.12.   Indemnification of Trustee by the Depositor; Contribution...56
SECTION 7.13.   Indemnification of Depositor by Trustee.....................57
SECTION 7.14.   No Liability of the Trustee with Respect to the
                Underlying Securities; Certificateholders to
                Proceed Directly Against the Insurer(s) ....................58
SECTION 7.15.   The Depositor To Furnish Trustee with Names and Addresses
                of Certificateholders.......................................58
SECTION 7.16.   Preservation of Information.................................58
SECTION 7.17.   Trustee's Application for Instructions from the Depositor...58

                                 ARTICLE VIII
                                 Market Agent

SECTION 8.01.   Market Agent................................................59

                                  ARTICLE IX
                                  Termination

SECTION 9.01.   Termination upon Liquidation of All Underlying Securities...59

                                   ARTICLE X
                           Miscellaneous Provisions

SECTION 10.01.  Amendment...................................................60
SECTION 10.02.  Limitation on Rights of Certificateholders..................61
SECTION 10.03.  GOVERNING LAW...............................................62
SECTION 10.04.  Notices.....................................................62
SECTION 10.05.  Notice to Rating Agencies...................................63
SECTION 10.06.  Severability of Provisions..................................63
SECTION 10.07.  Grant of Security Interest..................................63
SECTION 10.08.  Nonpetition Covenant........................................65
SECTION 10.09.  No Recourse.................................................65
SECTION 10.10.  Article and Section References..............................65
SECTION 10.11.  Counterparts................................................65
SECTION 10.12.  Segregation Provisions......................................65




                                     iii
<PAGE>

      STANDARD TERMS FOR TRUST  AGREEMENTS  dated as of [ ],  2004,  among ABN
AMRO SCORS  DEPOSITOR  INC., a Delaware  corporation,  as Depositor,  and
[               ].


                             PRELIMINARY STATEMENT

            The Depositor and the Trustee have duly authorized the execution
and delivery of these Standard Terms for Trust Agreements (the "Standard
Terms") to provide for one or more Series (and one or more Classes within each
such Series) of Certificates, issuable from time to time as provided in these
Standard Terms.

            Each such Series (inclusive of any Classes specified within such
Series) of Certificates will be issued only under a separate Series Supplement
to these Standard Terms, duly executed and delivered by the Depositor and the
Trustee. With respect to each Series, the applicable Series Supplement,
together with these Standard Terms, shall be known as the "Trust Agreement."

            All representations, covenants and agreements made herein by each
of the Depositor and the Trustee are for the benefit and security of the
Certificateholders and, to the extent provided in the applicable Series
Supplement, for the benefit and security of any Credit Support Provider or any
other party as specified therein;

            The Depositor is entering into these Standard Terms, and the
Trustee in accepting the trusts created hereby, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged.

                                  ARTICLE I

                          Definitions and Assumptions

            SECTION 1.01. Definitions. Except as otherwise specified herein or
in the applicable Series Supplement or as the context may otherwise require,
the following terms have the respective meanings set forth below for all
purposes of this Trust Agreement.

            "Account" As defined in Section 3.05.

            "Accounting Date" With respect to any Series, if applicable, as
defined in the related Series Supplement.

            "Administrative Fees" With respect to any Series, if applicable,
as defined in the related Series Supplement.

            "Advance" As defined in Section 4.04.

            "Affiliate" 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





<PAGE>

specified Person, means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

            "Allowable Expense Amounts" With respect to any Series, as defined
in the related Series Supplement.

            "Authenticating Agent" As defined in Section 5.14.

            "Authorized Newspaper" A newspaper in an official language of the
country of publication customarily published at least once a day, and
customarily published for at least five days in each calendar week, and of
general circulation in such city or cities specified in the related Series
Supplement with respect to the Certificates of any Series. Where successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same
city meeting the foregoing requirements and in each case on any Business Day
in such city.

            "Available Funds" Unless otherwise specified in the applicable
Series Supplement, for any Distribution Date in respect of a given Series or
Class, the sum of (i) all amounts actually received on or with respect to the
Underlying Securities (including Liquidation Proceeds and investment income on
amounts in the Accounts) with respect to such Series during the related
Collection Period, (ii) all amounts received pursuant to any Credit Support
Instruments with respect to such Series for such Distribution Date, (iii) all
amounts received pursuant to any Swap Agreement with respect to such Series
for such Distribution Date and (iv) all other amounts, if any, specified by
the applicable Series Supplement.

            "Basic Documents" With respect to any Series, if applicable, as
defined in the related Series Supplement.

            "Beneficial Owner" Shall mean, with respect to Certificates held
through a Depository, the beneficial owner of a Certificate. For purposes only
of Section 5.16, the Trustee shall be obligated to treat a Person who claims
to be a beneficial owner of a Certificate as a "Beneficial Owner" within the
meaning of the Series Supplement only if such Person has first delivered to
the Trustee, (i) a certificate or other writing executed by such Person
stating the full name and address of such Person, the principal distribution
amount of the Certificate with respect to which such Person claims to be the
Beneficial Owner, and the Participant in the Depository ("such Person's
Participant") through which such Person holds its beneficial ownership
interest in the Certificates and (ii) a certificate or other writing executed
by such Person's Participant confirming that such Person's Participant holds
on its own books and records Certificates for the account of such Beneficial
Owner and identifying the principal distribution amount held for such
Beneficial Owner.

            "Business Day" With respect to any Place of Distribution specified
in the related Series Supplement, any day, other than a Saturday or Sunday,
that is (i) not a day on which banking institutions in such Place of
Distribution are authorized or obligated by law or regulation to be closed on
The City of New York [and (ii) if the Pass-Through Rate for such certificate
is based on LIBOR, a London Banking Day].






                                      2
<PAGE>

            "Calculation Agent" With respect to any Series, if applicable, as
defined in the related Series Supplement.

            "Call Premium Percentage" With respect to any Series (or Class
with such Series), if applicable, as defined in the related Series Supplement.

            "Certificate Account"  As defined in Section 3.03.

            "Certificate Owners"  As defined in Section 5.08.

            "Certificate Principal Balance" With respect to an Outstanding
Certificate, as determined at any time, the maximum amount that the Holder
thereof is entitled to receive as distributions allocable to principal
payments on the Underlying Securities. The Certificate Principal Balance, if
any, of any Class within a given Series (other than those Classes, if any,
specified in the related Series Supplement), as of any date of determination,
shall be equal to the aggregate initial Certificate Principal Balance thereof
less the sum of (i) all amount allocable to prior distributions made to such
Class in respect to principal of the Underlying Securities, (ii) any
reductions attributable to Certificates surrendered in exchange for Underlying
Securities, as and to the extent provided in the applicable Series Supplement
and (iii) any reductions in the Certificate Principal Balance thereof deemed
to have occurred in connection with allocations of (A) Realized Losses in
respect of principal of the Underlying Securities and (B) expenses of the
Trust, if any, only to the extent specified in the applicable Series
Supplement, each as allocated to such Class pursuant to the applicable Series
Supplement.

            "Certificate Register" and "Certificate Registrar"  As
respectively defined in Section 5.04.

            "Certificateholder"  Any Holder of a Certificate.

            "Certificates" Any trust certificates authorized by, and
authenticated and delivered under, this Trust Agreement.

            "Class" With respect to any Series, any one of the classes of
Certificates of such Series, each consisting of Certificates having identical
terms.

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

            "Closing Date" With respect to any Series, the day on which
Certificates of such Series are first executed, authenticated and delivered,
as specified in the related Series Supplement.

            "Code" The Internal Revenue Code of 1986, as amended.

            "Collection Period" With respect to any Distribution Date for a
Series (or Class within such Series), the period specified in the related
Series Supplement.



                                      3
<PAGE>

            "Commission" The Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act or, if at any time after
the execution and delivery of this Trust Agreement such Commission is not
existing and performing the duties now assigned to it, then the body then
performing such duties.

            "Corporate Trust Office" The principal corporate trust office of
the Trustee located at the address set forth in the related Series Supplement
or such other addresses as the Trustee may designate from time to time by
notice to the Holders and the Depositor, or the principal corporate trust
office of any successor Trustee (or such other addresses as a successor
Trustee may designate from time to time by notice to the Holders and the
Depositor).

            "Credit Support" With respect to any Series (or any Class within
such Series), a Letter of Credit, Surety Bond, Swap Agreement, put or call
option or other asset intended to support or ensure the timely or ultimate
distributions of amounts due in respect of all or certain of the Underlying
Securities for such Series or Class, which in each case is specified as such
in the related Series Supplement.

            "Credit Support Instrument" The instrument or document pursuant to
which the Credit Support for a given Series (or any Class within such Series)
is provided, as specified in the applicable Series Supplement.

            "Credit Support Provider" With respect to any Series (or any Class
with such Series), the Person, if any, that will provide any Credit Support
with respect to all or a portion of the Underlying Securities for such Series
or Class as specified in the applicable Series Supplement.

            "Currency"  Dollars.

            "Cut-off Date" With respect to any Series, the date specified as
such in the related Series Supplement. For purposes of this Trust Agreement,
any Underlying Security acquired by the Depositor after the applicable Cut-off
Date but prior to the applicable Closing Date and included in the related
Trust as of such Closing Date shall be deemed to have been Outstanding as of
such Cut-off Date and references to the principal balance of such Underlying
Security as of such Cut-off Date shall be deemed to be to the principal
balance of such Underlying Security as of the date on which it was acquired by
the Depositor.

            "Definitive Certificates"  As defined in Section 5.08.

            "Depositor" ABN AMRO SCORS Depositor Inc., a Delaware corporation,
and, if a successor Person shall have become the Depositor pursuant to any
applicable provisions of this Trust Agreement, "Depositor" shall mean such
successor Person. The Depositor and each successor Depositor shall be a United
States person (within the meaning of Section 7701(a)(30) of the Code.

            "Depositor Order" or "Depositor Request" A written order or
request, respectively, signed in the name of the Depositor by any of its
President or Vice Presidents.



                                      4
<PAGE>

            "Depository" With respect to the Certificates of any Series (or
Class within such Series) issuable in whole or in part in the form of one or
more Global Securities, the Person designated as Depository by the Depositor
pursuant to Section 5.01 and specified in the related Series Supplement until
a successor Depository shall have become such pursuant to the applicable
provisions of this Trust Agreement, and thereafter "Depository" shall mean or
include each Person who is then a Depository hereunder, and if at any time
there is more than one such Person, "Depository" as used with respect to the
Certificates of any such Series or Class shall mean the Depository with
respect to the Certificates of that Series or Class.

            "Depository Agreement" If applicable, the agreement pursuant to
which the Depository will agree to act as Depository with respect to any
Series (or Class within such Series) of Certificates in accordance with
Section 5.08.

            "Discount Certificate" Any Certificate that is issued with
"original issue discount" within the meaning of Section 1273(a) of the Code
and any other Certificate designated by the Depositor as issued with original
issue discount for United States federal income tax purposes.

            "Distribution Date" With respect to any Series (or Class within
such Series) of Certificates, each date specified as a "Distribution Date" for
such Series (or Class) in the related Series Supplement.

            "Dollar" or "$" or "USD" Such currency of the United States as at
the time of payment is legal tender for the payment of public and private
debts.

            "Eligible Account" Either (i) an account or accounts maintained
with a Federal or State chartered depository institution or trust company the
long term unsecured debt obligations of which are rated by the Rating Agency
the higher of (x) at least the then current long-term rating of the
Certificates or (y) in one of its two highest long-term rating categories
(unless otherwise specified in the Series Supplement) at the time any amounts
are held in deposit therein or (ii) a trust account(s) maintained as a
segregated account(s) and held by a Federal or State chartered depository
institution, a national banking association or trust company in trust for the
benefit of the Certificateholders; provided, however, that such depository
institution, national banking association or trust company (or any parent of
the foregoing entities) has a long-term rating in one of the four highest
categories by the Rating Agency.

            "Eligible Expense" With respect to any Series, as specified in the
related Series Supplement.

            "Eligible Investments" With respect to any Series, unless
otherwise specified in the related Series Supplement, any one or more of the
following obligations or securities; provided, however, that the total stated
return specified by the terms of each such obligation or security is at least
equal to the purchase price thereof; and provided, further, that no such
instrument may carry the symbol "R" in its rating:

                  (i) direct obligations of, and obligations fully guaranteed
            by, the United States, the Federal Home Loan Mortgage Corporation,
            the Federal National Mortgage Association, the Federal Farm Credit
            System or any agency or





                                      5
<PAGE>

            instrumentality of the United States the obligations of which are
            backed by the full faith and credit of the United States of
            America; provided, however, that obligations of, or guaranteed by,
            the Federal Home Loan Mortgage Corporation, the Federal National
            Mortgage Association or the Federal Farm Credit System shall be
            Eligible Investments only if, at the time of investment, it has the
            rating specified in such Series Supplement for Eligible Investments;

                  (ii) demand and time deposits in, certificates of deposit
            of, or banker's acceptances issued by any depository institution
            or trust company (including the Trustee or any agent of the
            Trustee acting in their respective commercial capacities)
            incorporated under the laws of the United States or any State and
            subject to supervision and examination by Federal and/or State
            banking authorities so long as the commercial paper and/or the
            short-term debt obligations of such depository institution or
            trust company (or, in the case of a depository institution which
            is the principal subsidiary of a holding company, the commercial
            paper or other short-term debt obligations of such holding
            company) at the time of such investment or contractual commitment
            providing for such investment have the rating specified in such
            Series Supplement for Eligible Investments; provided, however,
            that such rating shall be no lower than the rating on the
            Underlying Securities at the time of purchase of the investments;

                  (iii) repurchase agreements with respect to (a) any security
            described in clause (i) above or (b) any other security issued or
            guaranteed by an agency or instrumentality of the United States,
            with an entity having the credit rating specified in such Series
            Supplement for Eligible Investments; and

                  (iv) commercial paper having at the time of such investment
            the rating specified in the Series Supplement for Eligible
            Investments.

            "Event of Default" With respect to any Series (or Class within
such Series) of Certificates, as specified in the related Series Supplement.

            "Exchange Act" The Securities Exchange Act of 1934, as amended.

            "Exchange Act Reports" As defined in Section 3.10(a).

            "Executive Officer" Any one of the duly elected or appointed
qualified and acting officers of any entity executing a certificate.

            "Extraordinary Trust Expense" Unless otherwise specified in the
related Series Supplement, any and all costs, expenses or liabilities arising
out of the establishment, existence or administration of the Trust, other than
(i) Ordinary Expenses, and (ii) costs and expenses payable by a particular
Certificateholder, the Trustee or the Depositor pursuant to this Trust
Agreement.



                                      6
<PAGE>


            "Final Scheduled Distribution Date" With respect to any
Certificate, the date on which all the unpaid principal of (and premium, if
any, on) such Certificate is scheduled, without giving effect to any
prepayment, exchange or early termination, to become due and payable as
provided therein and in the applicable Series Supplement.

            "Fixed Pass-Through Rate" With respect to any Fixed Rate
Certificate, as defined in the related Series Supplement.

            "Fixed Rate Certificate" A Certificate that provides for a payment
of interest at a Fixed Pass-Through Rate.

            "Floating Pass-Through Rate" With respect to any Floating Rate
Certificate, as defined in the related Series Supplement.

            "Floating Rate Certificate" A Certificate that provides for the
payment of interest at a Floating Pass-Through Rate determined periodically by
reference to a formula specified in the related Series Supplement.

            "Global Security" A Registered Certificate evidencing all or part
of a Series (or Class within such Series) of Certificates, issued to the
Depository for such Series or Class in accordance with Section 5.08 and
bearing the legend prescribed therein.

            "Grant" To sell, convey, assign, release, transfer, create, grant
a lien upon and a security interest in and right of set-off against, deposit,
set over and confirm to the Trustee pursuant to these Standard Terms and a
related Series Supplement; and the terms "Granted" and "Granting" have the
meanings correlative to the foregoing. A Grant of any Underlying Securities or
of any other 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, to bring Proceedings in the name of the
Granting party or otherwise, and generally to do and receive anything that the
Granting party is or may be entitled to do or receive thereunder or with
respect thereto.

            "Holder" With respect to a Registered Certificate, the Registered
Holder thereof.

            "Independent" When used with respect to any specified Person means
that the Person (1) is in fact independent of the Depositor and of any
Affiliate, (2) does not have any direct or indirect material financial
interest in the Depositor or in any Affiliate and (3) is not connected with
the Depositor as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar functions.

            "Initial Accrued Interest" With respect to any Series, shall mean,
with respect to each Underlying Security, the amount of interest which accrued
thereon from the Underlying Security Interest Payment Date of such Underlying
Security next preceding the deposit of such Underlying Security hereunder (or,
in the event that such Underlying Security Interest Payment




                                      7
<PAGE>


Date is the first Underlying Security Interest Payment Date to occur after the
original issuance of such Underlying Security, from the dated date thereof) to,
but excluding, the Closing Date.

            "Issuer" Shall mean, with respect to an Underlying Security, the
issuer thereof (including, if applicable, the guarantor of the Underlying
Security) as identified in Schedule I to the Series Supplement.

            "Letter of Credit" With respect to any Series or Class within such
Series, the letter of credit, if any, providing for the payment of all or a
portion of amounts due in respect of such Series or Class, issued to the
Trustee for the benefit of the Holders of such Series or Class, issued by the
related Credit Support Provider, all as specified in the related Series
Supplement.

            "LIBOR" shall mean, the London InterBank Offered Rate.

            "Limited Guarantor" With respect to the Underlying Securities
relating to any series (or Class within such Series), a Person specified in
the related Series Supplement as providing a guarantee or insurance policy or
other credit enhancement supporting the distributions in respect of such
Series (or Class) as and to the extent specified in such Series Supplement.

            "Limited Guaranty" With respect to any Series or Class within such
Series, any guarantee of or insurance policy or other comparable form of
credit enhancement with respect to amounts required to be distributed in
respect of such Series or Class or payments under all or certain of the
Underlying Securities relating to such Series or Class, executed and delivered
by a limited Guarantor in favor of the Trustee, for the benefit of the
Certificateholders, as specified in the related Series Supplement.

            "Liquidation Proceeds" The amounts received by the Trustee in
connection with (i) the liquidation of a defaulted Underlying Security or
collateral, if any, related thereto or (ii) the repurchase, substitution or
sale of a Underlying Security.

            "London Banking Day" with respect to any Series or Class within
such Series, any day on which dealings in deposits in the specified currency
of such Series or Class within such Series are transacted in the London
interbank market.

            "Market Agent" Shall mean the market agent or market agents
appointed pursuant to Section 8.01, and its or their successors or assigns.

            "Market Agent Agreement" With respect to any Series shall mean the
Market Agent Agreement, dated as of the Closing Date, between the Trustee and
the Market Agent, the form of which will be attached to the Series Supplement,
and any similar agreement with a successor Market Agent, in each case as from
time to time amended or supplemented.

            "Minimum Wire Denomination" If applicable, with respect to any
Series, as defined in the related Series Supplement.

            "Moody's"  Shall mean Moody's Investors Service, Inc. and any
successors thereto.



                                      8
<PAGE>


            "Notional Amount" With respect to any Class of Certificates, if
applicable, the notional amount specified in the related Series Supplement on
which distributions of interest may be determined at the applicable
Pass-Through Rate, as the same may be adjusted as specified in such Series
Supplement.

            "Officer's Certificate" A certificate signed by anyone (or, if
specified in these Standard Terms or any Series Supplement, more than one)
Executive Officer of the Depositor, and delivered to the Trustee.

            "Opinion of Counsel" A written opinion of counsel, who may, except
as otherwise expressly provided in this Trust Agreement, be counsel for the
Depositor acceptable to the Trustee, except that any opinion of counsel
relating to the qualification of any account required to be maintained
pursuant to this Trust Agreement as an Eligible Account must be an opinion of
counsel who is in fact Independent of the Depositor.

            "Optional Exchange Date" With respect to any Series (or Class with
such Series), as defined, if applicable, in the related Series Supplement.

            "Ordinary Expenses" The Trustee's customary fee for its services
as Trustee, including but not limited to (i) the reasonable costs and expenses
of preparing, sending and receiving all reports, statements, notices, returns,
filings, solicitation of consent or instructions, or other communications
required by this Trust Agreement, (ii) the reasonable costs and expenses of
holding and making ordinary collection or payments on the assets of the Trust
and of determining and making distributions, (iii) the reasonable costs and
expenses of the Trust's or Trustee's counsel, accountants and other experts
for ordinary or routing consultation or advice in connection with the
establishment, administration and termination of the Trust, and (iv) any other
reasonable costs and expenses that are, or reasonably should have been,
expected to be incurred in the ordinary course of administration of the Trust.

            "Outstanding" With respect to Certificates of a specified Series
(or Class within such Series), as of any date of determination, all such
Certificates theretofore authenticated and delivered under these Standard
Terms and the related Series Supplement except:

                  (i) Certificates theretofore cancelled by the Certificate
            Registrar or delivered to the Certificate Registrar for
            cancellation; and

                  (ii) Certificates in exchange for or in lieu of which other
            Certificates have been authenticated and delivered pursuant to
            this Trust Agreement, unless proof satisfactory to the Trustee is
            presented that any such Certificates are held by a bona fide
            purchaser in whose hands such Certificates are valid obligations
            of the Trust;

provided, however, that in determining whether the Holders of the required
percentage of the aggregate Voting Rights of the Certificates have given any
request, demand, authorization, direction, notice, consent or waiver
hereunder, Certificates beneficially owned by the Depositor, the Trustee, or
any Affiliate thereof shall be disregarded and deemed not to be Outstanding,
and the Voting Rights to which its Holder would otherwise be entitled shall
not be taken into account in determining whether the requisite percentage of
aggregate Voting Rights necessary to effect





                                      9
<PAGE>

any such consent or take any such action has been obtained 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 with respect to which the Depositor has provided the Trustee
an Officer's Certificate stating that such Certificates are so owned shall be
so disregarded. Certificates so owned that have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee's right so to act with respect to such Certificates
and that the pledgee is not, to the knowledge of the Trustee, the Depositor,
or any Affiliate of any thereof. The principal amount or notional amount, as
applicable, of a Discount Certificate that shall be deemed to be Outstanding
for the determination referred to in the foregoing proviso shall be the
Certificate Principal Balance or Certificate Notional Amount, as applicable,
with respect thereto as of the date of such determination.

            "Participant" A broker, dealer, bank, other financial institution
or other Person for whom from time to time a Depository effects book-entry
transfers and pledges of securities deposited with the Depository.

            "Pass-Through Rate" With respect to any Series (or Class within
such Series) of Certificates (except certain Discount Certificates and
Certificates entitled to nominal or no interest distributions) the annual rate
at which interest accrues on the Certificates of such Series (or Class), which
may be a fixed rate or a floating rate of interest, determined upon the basis
and in the manner specified in the related Series Supplement.

            "Paying Agent"  As defined in Section 5.13.

            "Percentage Interest" With respect to a Certificate of any Series
or Class within a Series, the portion of such Series or Class evidenced by
such Certificate, expressed as a percentage, equal to the product of (x) a
fraction, the numerator of which is the initial Certificate Principal Balance
or Notional Amount, as applicable, represented by such Certificate and the
denominator of which is the aggregate initial Certificate Principal Balance or
Notional Amount, as applicable, of all the Certificates of such Series or
Class and (y) 100.

            "Permitted Investments" If applicable, with respect to any Series,
as defined in the related Series Supplement.

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

            "Place of Distribution" With respect to any Series (or Class
within such Series) of Certificates, the place or places where the principal
of (and premium, if any) and interest on the Certificates or such Series (or
Class) are distributable as specified in the related Series Supplement.

            "Predecessor Certificate" With respect to any particular
Certificate, every previous Certificate evidencing all or a portion of the
same interest as that evidenced by such particular Certificate; and for the
purpose of this definition, any Certificate authenticated and delivered under
Section 5.05 in lieu of a lost, destroyed or stolen Certificate shall be
deemed to evidence the same interest as the lost, destroyed or stolen
Certificate.



                                      10
<PAGE>

            "Prepaid Ordinary Expenses" Unless otherwise specified in the
Series Supplement, the amount (if any) paid by the Depositor to the Trustee on
or before the Closing Date to cover Ordinary Expenses, as specified in the
related Series Supplement.

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

            "Purchase Price" If applicable, as specified in the related Series
Supplement.

            "Rating Agency" With respect to any Series (or Class within such
Series), each nationally recognized rating organization specified in the
related Series Supplement that initially rates the Certificates of such Series
(or Class).

            "Rating Agency Condition" With respect to any action or
occurrence, unless otherwise specified in the applicable Series Supplement,
that each Rating Agency shall have been given 10 days (or such shorter period
acceptable to each Rating Agency) prior written notice thereof and that each
Rating Agency shall have notified the Depositor and the Trustee in writing
that such action or occurrence will not result in a reduction or withdrawal of
the then current rating of any Certificate of the applicable Series.

            "Realized Losses" With respect to any defaulted and liquidated
Underlying Security, the excess, if any, of (x) the principal amount of such
Underlying Security plus accrued and unpaid interest thereon, plus expenses
incurred by the Trustee in connection with the practices and procedures
referred to in Section 3.07(b) to the extent reimbursable under these Standard
Terms and the related Series Supplement, over (y) Liquidation Proceeds with
respect thereto.

            "Record Date" With respect to any Distribution Date for any Series
(or Class within such Series) of Registered Certificates, the date specified
in the related Series Supplement.

            "Registered Certificate" Any Certificate registered as to
principal, premium, if any, and interest in the Certificate Register.

            "Registered Holder" The Person in whose name a Registered
Certificate is registered in the Certificate Register on the applicable Record
Date.

            "Required Interest" Unless otherwise specified in the related
Series Supplement, with respect to the Outstanding Certificates of any Series
or any Class thereof, the accrued and undistributed interest on the
Certificate Principal Balance or Notional Amount of such Outstanding
Certificates, computed at the applicable Pass-Through Rate.

            "Required Percentage--Amendment" Unless otherwise specified in the
related Series Supplement, 66-2/3% of the aggregate Voting Rights of
Certificates of such Series.

            "Required Percentage--Definitive Certificates" Unless otherwise
specified in the related Series Supplement, 66 2/3% of the aggregate Voting
Rights of Certificates of such Series.



                                      11
<PAGE>

            "Required Percentage--Direction of Trustee" Unless otherwise
specified in the related Series Supplement, 66 2/3% of the aggregate Voting
Rights of Certificates of such Series.

            "Required Percentage--Remedies" Unless otherwise specified in the
related Series Supplement, 66-2/3% of the aggregate Voting Rights of
Certificates of such Series.

            "Required Percentage--Removal of Trustee" Unless otherwise
specified in the related Series Supplement, more than 50% of the aggregate
Voting Rights of Certificates of such Series.

            "Required Percentage--Waiver" Unless otherwise specified in the
related Series Supplement, 66-2/3% of the aggregate Voting Rights of
Certificates of such Series.

            "Required Principal" As determined for any Distribution Date for a
given Series (or Class within such Series), unless otherwise specified in the
related Series Supplement, the amounts on deposit in the Certificate Account
allocable to principal payments on the Underlying Securities (including from
Credit Support, if any, and Advances, if any, but excluding amounts in respect
of principal payments to the extent that Advances with respect thereto were
distributed as Required Principal on a prior Distribution Date) and required
to be distributed in respect of the Certificates of such Series (or Class) in
accordance with the terms of such Certificates and such related Series
Supplement.

            "Required Rating" With respect to any Series (or Class within such
Series), the rating category (or categories) specified in the Series
Supplement that, as a condition to the issuance of such Series or Class, is
(or are) the lowest category (or categories) in which the Certificates of such
Series or Class may be categorized by the Rating Agency.

            "Requisite Reserve Amount" As of any date with respect to any
Series (or Class within such Series) of Certificates, the amount, if any,
required to be maintained in the Reserve Account, if any, for such Series or
Class as specified in or determined pursuant to the related Series Supplement.

            "Reserve Account" An Eligible Account, if any, created and
maintained pursuant to Section 3.06 and specified in the related Series
Supplement.

            "Responsible Officer" With respect to the Trustee, any officer
within the Corporate Trust Office of the Trustee, including any Vice
President, Assistant Vice President, Assistant Treasurer 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 actual knowledge of and familiarity with the particular subject.

            "Retained Interest" If applicable, with respect to any Underlying
Security, an ownership interest in and a right to a portion of the payments
thereon by the obligor thereof, as specified in the related Series Supplement,
held by the Person so specified in such Series Supplement.



                                      12
<PAGE>

            "Sale Procedures" Unless otherwise specified in the Series
Supplement, shall mean that, with respect to any sale of one or more
Underlying Securities, the Market Agent, on behalf of the Trust, shall sell
such Underlying Security or Underlying Securities to the highest bidders among
not less than two solicited bidders for such Underlying Securities (one of
which bidders may include ABN AMRO [Incorporated] or any Affiliate thereof;
provided, however, that neither ABN AMRO [Incorporated] nor any of its
Affiliates will be under any obligation to bid, and which bidders need not be
limited to recognized broker dealers). In the sole judgment of the Market
Agent, bids may be evaluated on the basis of bids for a single Underlying
Security, a portion of the Underlying Securities or all of the Underlying
Securities being sold or any other basis selected in good faith by the Market
Agent.

            "S&P" Shall mean Standard & Poor's, a division of The McGraw-Hill
Companies, Inc. and any successor thereof.

            "Series" A separate series of Certificates issued pursuant to
these Standard Terms and a related Series Supplement, which series may be
divided into two or more Classes, as provided in such Series Supplement.

            "Series Supplement" An agreement incorporating these Standard
Terms that authorizes the issuance of a particular Series (and each Class
within such Series) of Certificates.

            "Special Distribution Date" If applicable, with respect to any
Series, as defined in the related Series Supplement and the related
Certificates.

            "Standard Terms" As defined in the preliminary statement to this
Agreement.

            "Sub-Administration Account" As defined in Section 7.02.

            "Sub-Administration Agreement" The written contract, if any,
between the Trustee and a Sub-Administrative Agent and any successor Trustee
or Sub-Administrative Agent relating to the administration of certain
Underlying Securities as provided in Section 7.02.

            "Sub-Administration Agent" Any Person with which the Trustee has
entered into a Sub-Administration Agreement and which meets the qualifications
of a Sub-Administrative Agent pursuant to Section 7.02.

            "Surety Bond" If so specified in the Series Supplement, with
respect to any Series (or Class within such Series) of Certificates, the
surety bond providing for the distribution under certain circumstances
specified in such Series Supplement of amounts to the Certificateholders of
such Series (or Class), which surety bond will be issued to the Trustee for
the benefit of such Certificateholders by the related Credit Support Provider,
all as specified in such Series Supplement.

            "Swap Agreement" If so specified in the Series Supplement, with
respect to any Series, shall mean the ISDA Master Agreement dated as of the
Closing Date by and between the Trust and the Swap Counterparty, the form of
Schedule attached as an exhibit thereto, and the related Confirmation or by
any Confirmations from time to time entered into in connection therewith as
provided herein and therein.



                                      13
<PAGE>

            "Swap Counterparty" If so specified in the Series Supplement, with
respect to any Series, shall be specified in the Series Supplement.

            "Swap Distribution Amount" If so specified in the Series
Supplement, with respect to any Series, shall mean all amounts then due and
owing to the Swap Counterparty pursuant to the Swap Agreement, other than Swap
Termination Payments.

            "Swap Guarantee" If so specified in the Series Supplement, with
respect to any Series, shall mean, the Guarantee issued by the Swap Guarantor
in favor of the Trust substantially in the form attached as an exhibit to the
Swap Agreement.

            "Swap Guarantor" If so specified in the Series Supplement, with
respect to any Series, shall be specified in the Series Supplement.

            "Swap Receipt Amount" If so specified in the Series Supplement,
with respect to any Series, shall mean all amounts due and owing to the Trust
pursuant to the Swap Agreement, other than Swap Termination Payments.

            "Swap Termination Payment" If so specified in the Series
Supplement, with respect to any Series, means the amount payable by the Swap
Counterparty to the Trust, or by the Trust to the Swap Counterparty, pursuant
to Section 6(e) of the Swap Agreement.

            "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" With respect to any Series, the segregated asset or pool
of assets subject hereto, constituting the trust created hereby and by the
related Series Supplement and to be administered hereunder and thereunder,
consisting of those Underlying Securities and the Credit Support, if
applicable, and all sums distributed in respect thereof that are specified as
being part of the Trust for such Series in the related Series Supplement, all
for the benefit of the Certificateholders of such Series as of any particular
time.

            "Trust Agreement" With respect to each Series of Certificates,
these Standard Terms and all amendments hereof and, unless the context
otherwise requires, the related Series Supplement and all amendments thereto.

            "Trustee" With respect to any Series, the Person so specified in
the applicable Series Supplement, until a successor Person shall have become
the Trustee pursuant to the applicable provisions of these Standard Terms and
the applicable Series Supplement, and thereafter "Trustee" shall mean such
successor Person. The Trustee and each successor Trustee shall be a United
States person (within the meaning of Section 7701(a)(30) of the Code) and
shall be a bank (as defined in Section 581 of the Code).

            "Trustee's Compliance Certificate" As defined in Section 3.10(d).



                                      14
<PAGE>

            "Underlying Security" or "Underlying Securities" With respect to
any Series, the asset or assets Granted as part of the Trust for such Series
or acquired (or, in the case of an agreement, entered into) by the Trustee for
the benefit of the Holders of such Series, and, if and to the extent provided
in the applicable Series Supplement, for the benefit of any Credit Support
Provider, all as identified in the Schedule I to the related Series
Supplement. The Underlying Securities for any such Series or the related Trust
shall not constitute Underlying Securities for any other Series or any other
Trust.

            "Underlying Security Interest Payment Date" Shall mean, with
respect to an Underlying Security, each date specified in Schedule I to a
Series Supplement as a date on which interest is scheduled, as of the Closing
Date, to be payable by or on behalf of the Issuer on such Underlying Security
in accordance with its terms.

            "Underlying Security Payment Date" Shall mean a Schedule
Underlying Security Payment Date and any other date on which interest,
principal and/or redemption premium is payable on an Underlying Security in
accordance with its terms.

            "Uniform Commercial Code" The Uniform Commercial Code as in effect
in the relevant jurisdiction or, with respect to the State of Louisiana, the
equivalent body of statutory and common law.

            "United States" The United States of America (including the
States), its territories, its possessions and other areas subject to its
jurisdiction.

            "Voting Rights" With respect to any Series (or Class within such
Series) of Certificates, the portion of the aggregate voting rights of the
Certificates of such Series or Class which shall be allocated to any
Certificate as specified in the applicable Series Supplement.

            SECTION 1.02. Rules of Construction. Unless the context otherwise
requires:

                 (i) a term has the meaning assigned to it;

                (ii) an accounting term not otherwise defined has the meaning
            assigned to it in accordance with generally accepted accounting
            principles as in effect in the United States from time to time;

               (iii) "or" is not exclusive;

                (iv) the words "herein", "hereof", "hereunder" and other
            words of similar import refer to this Trust Agreement as a whole
            and not to any particular Article, Section or other subdivision;

                 (v) "including" means including without limitation; and

                (vi) words in the singular include the plural and words in
            the plural include the singular.



                                      15
<PAGE>

            SECTION 1.03. Compliance Certificates and Opinions; Record Date.
(a) Upon any application or request by the Depositor to the Trustee to take
any action under any provision of this Trust Agreement other than the initial
issuance of the Certificates, the Depositor shall furnish to the Trustee an
Officer's Certificate stating that, in the opinion of the signer thereof, all
conditions precedent, if any, provided for in this Trust Agreement relating to
the proposed action have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any,
have been complied with, except that in the case of any such application or
request as to which the furnishing of such documents is specifically required
by any provision of this Trust Agreement relating to such particular
application or request, no additional certificate or opinion need be
furnished.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for this Trust Agreement shall include:

                    (1) a statement that the individual signing such
            certificate or opinion has read such covenant or condition and
            the definitions herein relating thereto;

                    (2) a brief statement as to the nature and scope of the
            examination or investigation upon which the statements or
            opinions contained in such certificate or opinion are based;

                    (3) a statement that, in the opinion of such individual,
            he or she has made such examination or investigation as is
            necessary to enable him or her to express an informed opinion
            as to whether or not such covenant or condition has been
            complied with; and

                    (4) a statement as to whether, in the opinion of such
            individual, such condition or covenant has been complied with.

            (b) The Depositor may at its option by delivery of an Officer's
Certificate to the Trustee set a record date to determine the Holders of any
subclass of Certificates entitled to give any consent, request, demand,
authorization, direction, notice, waiver or other act. Such record date shall
be the record date specified in such Officer's Certificate, which shall be a
date not more than 30 days prior to the first solicitation of
Certificateholders in connection therewith. If such a record date is fixed,
such consent, request, demand, authorization, direction, notice, waiver or
other act may be given before or after such record date, but only the Holders
of record of Certificates of the applicable subclass at the close of business
on such record date shall be deemed to be Certificateholders of such subclass
for the purposes of determining whether Holders of the requisite aggregate
principal amount of Outstanding Certificates of such subclass have authorized
or agreed or consented to such consent, request, demand, authorization,
direction, notice, waiver or other act, and for that purpose the aggregate
principal amount of the Outstanding Certificates of such subclass shall be
computed as of such record date; provided, however, that no such consent,
request, demand, authorization, direction, notice, waiver or other act by the
Holders of Certificates of such subclass on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Trust Agreement not later than one year after the record date.



                                      16
<PAGE>

                                  ARTICLE II

               Declaration of Trusts; Issuance of Certificates;
                     Purpose and Classification of Trusts

            SECTION 2.01. Creation and Declaration of Trusts: Assignment of
Underlying Securities. (a) The Depositor, concurrently with the execution and
delivery hereof, does hereby Grant to the Trustee, on behalf and for the
benefit of the Certificateholders of each given Series of Certificates and
without recourse, all the right, title and interest of the Depositor,
including any security interest therein for the benefit of the Depositor, in,
to and under the Underlying Securities attributable to each such Series, now
existing or hereafter acquired, in each case as identified on the applicable
Schedule I, and all other assets included or to be included in the respective
Trust for the benefit of the Certificateholders of each such Series. Each such
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 such Underlying
Securities due after the applicable Cut-off Date, and, unless otherwise
specified in the Series Supplement, will exclude (i) all interest, premium (if
any) and principal of, on or with respect to any such Underlying Securities
due on or before the applicable Cut-off Date and (ii) any Retained Interest in
any such Underlying Security.

            (b) In connection with each Grant referred to in the preceding
paragraph, the Depositor shall, not later than the applicable Closing Date,
either (i) deposit the Underlying Securities for a given Series (except for
the Underlying Securities attributable to such Series which are to be acquired
from a Person other than the Depositor, as specified on the Underlying
Securities Schedule to the applicable Series Supplement) with the Trustee by
physical delivery of such Underlying Securities, duly endorsed, to the Trustee
or (ii) have delivered such Underlying Securities to a Clearing Agency, in
which event (A) the Trustee has accepted delivery of such Underlying
Securities through such Clearing Agency, and (B) the Underlying Securities
have been credited to a trust account of the Trustee, or its authorized agent,
and the Trustee shall have the right to hold and maintain such Underlying
Securities on deposit with such Clearing Agency for all purposes of this Trust
Agreement.

            (c) Unless otherwise specified in the applicable Series
Supplement, the Grant of such Underlying Securities by the Depositor for a
given Series accomplished hereby and by such Series Supplement is absolute and
is intended by the parties hereto as a sale.

            (d) In the case of each delivery of Underlying Securities to the
Trustee, the Depositor shall be deemed thereby to represent and warrant to the
Trustee that:

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

                (ii) the Underlying Securities so delivered are genuine;

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


                                      17
<PAGE>

                 (iv) such delivery is irrevocable and free of any
            continuing claim by the Depositor except such as the Depositor
            may have as a Certificateholder of a Certificate.

            The above representations and warranties shall survive the
delivery of such Underlying Securities and the Certificates in respect
thereof. The Depositor shall further be deemed by such delivery to have made
the representations that, to the best of its knowledge, as of the Closing
Date, no default or Event of Default with respect to the Underlying Securities
has occurred and is continuing.

            (e) Unless otherwise specified in the related Series Supplement,
it is the intention of all of the parties hereto that the transfer of the
Trust property hereunder and under any Series Supplement shall constitute a
sale and the Trust created hereunder and thereunder shall constitute a fixed
investment trust for federal income tax purposes under Treasury Regulation
Section 301.7701-4 and shall constitute a domestic trust for federal income
tax purposes under Treasury Regulation Section 301.7701-7, and all parties
hereto and thereto agree to treat the Trust, any distributions therefrom and
the beneficial interest in the Certificates consistently with such
characterization. The provisions of this Trust Agreement shall be interpreted
consistently with such characterization.

            (f) Unless otherwise specified in the related Series Supplement,
any Trust created hereunder shall not engage in any business or activities
other than in connection with, or relating to, the holding, protecting and
preserving of the Trust property and the issuance of the Certificates, and
other than those required or authorized by this Trust Agreement or incidental
to and necessary to accomplish such activities. Any Trust created hereunder
shall not issue or sell any certificates or other obligations other than the
Certificates or otherwise incur, assume or guarantee any indebtedness for
money borrowed.

            SECTION 2.02. Acceptance by Trustee. With respect to each Series,
the Trustee will acknowledge receipt by it, or by a custodian on its behalf,
of the related Underlying Securities and the related documents referred to in
Section 2.01, now existing or hereafter acquired, and declares that it will
hold such Underlying Securities and documents and all other documents
delivered to it pursuant to this Trust Agreement, and that it will hold all
such assets and such other assets (including Underlying Securities acquired
from a Person other than the Depositor) comprising the Trust for a given
Series of Certificates, in trust for the exclusive use and benefit of all
present and future Certificateholders of such Series and for the purposes and
subject to the terms and conditions set forth in this Trust Agreement.

            SECTION 2.03. Representations and Warranties of the Depositor. The
Depositor hereby represents and warrants to the Trustee that as of the Closing
Date or as of such other date specifically provided herein or in the
applicable Series Supplement:

                    (i) the Depositor is a corporation duly organized, validly
            existing and in good standing under the laws of the State of
            Delaware;

                   (ii) with respect to each Series Supplement, to the
            Depositor's knowledge, the information set forth in Schedule I
            attached thereto with respect to each



                                      18
<PAGE>

            Underlying Security is true and correct in all material
            respects at the date or dates, respecting which, such
            information is furnished;

                 (iii) the execution and delivery of this Trust Agreement
            by the Depositor and its performance of and compliance with the
            terms of this Trust Agreement will not violate the Depositor's
            Certificate of Incorporation or By-laws or constitute a default
            (or an event which, with notice or lapse of time, or both,
            would constitute a default) under, or result in the breach or
            acceleration of, any material contract, agreement or other
            instrument to which the Depositor is a party or which may be
            applicable to the Depositor or any of its assets;

                 (iv) the Depositor has the full power and authority to
            enter into and consummate all transactions contemplated by this
            Trust Agreement, has duly authorized the execution, delivery
            and performance of this Trust Agreement and has duly executed
            and delivered this Trust Agreement. This Trust Agreement, upon
            its execution and delivery by the Depositor and assuming due
            authorization, execution and delivery by the Trustee, 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); and

                  (v) any additional representations and warranties, if any,
            that may be specified in the applicable Series Supplement.

            It is understood and agreed that the representations and
warranties of the Depositor set forth in this Section 2.03 shall survive
delivery of the respective documents to the Trustee and shall inure to the
benefit of the Trustee on behalf of the Certificateholders notwithstanding any
restrictive or qualified endorsement or assignment. Upon discovery by any of
the Depositor or the Trustee of a breach of any of the foregoing
representations and warranties which materially and adversely affects the
interests of the Certificateholders, the party discovering such breach shall
give prompt written notice thereof to the other party.

            SECTION 2.04. Breach of Representation, Warranty or Covenant.
Within 90 days of the earlier of discovery by the Depositor or receipt of
notice by the Depositor of a breach of any representation or warranty of the
Depositor set forth in Section 2.03 that materially and adversely affects the
interests of the Certificateholders of a given Series of Certificates, the
Depositor shall cure such breach in all material respects.

            SECTION 2.05. Agreement to Authenticate and Deliver Certificates.
With respect to each Series of Certificates and the related Trust, the Trustee
hereby agrees and acknowledges that it will, concurrently with the Grant to
and receipt by it of the related Underlying Securities and delivery to it by
the Depositor of executed Certificates, if any, of such Series, cause to be
authenticated and delivered to or upon the written order of the Depositor, in
exchange for the Underlying Securities and such other assets constituting the
Trust for a given Series, Certificates duly authenticated by or on behalf of
the Trustee in authorized denominations




                                      19
<PAGE>

evidencing ownership of the entire Trust for such Series, all in accordance
with the terms and subject to the conditions of Sections 5.02 and 5.14.

                                 ARTICLE III

                         Administration of each Trust

            SECTION 3.01. Administration of each Trust. (a) The Trustee shall
administer the Underlying Securities for each given Trust for the benefit of
the Certificateholders of the related Series. In engaging in such activities,
the Trustee shall follow or cause to be followed collection procedures in
accordance with the terms of these Standard Terms and the applicable Series
Supplement, the respective Underlying Securities and any applicable Credit
Support Instruments. With respect to each Trust, and subject only to the
above-described standards and the terms of these Standard Terms, the related
Series Supplement and the respective Underlying Securities and applicable
Credit Support Instruments, if any, the Trustee shall have full power and
authority, acting alone or through Sub-Administrative Agents as provided in
Section 7.02, to do or cause to be done any and all things in connection with
such administration which it deems necessary to comply with the terms of these
Standard Terms and the applicable Series Supplement.

            (b) The duties of the Trustee shall be performed in accordance
with applicable local, State and Federal law, and the Trustee shall make any
and all filings, reports, notices or applications with, and seek any comments
and authorizations from, the Commission and any State securities authority on
behalf of the Trust for each Series.

            SECTION 3.02. Collection of Certain Underlying Security Payments.
With respect to any Series or Class of Certificates, the Trustee shall make
reasonable efforts to collect all payments required to be made pursuant to the
terms of the Underlying Securities in a manner consistent with the terms of
this Trust Agreement, such Underlying Securities and any related Credit
Support Instruments.

            SECTION 3.03. Certificate Account. (a) For each Series of
Certificates, the Trustee shall establish and maintain one or more Eligible
Accounts (collectively, the "Certificate Account"), held in trust for the
benefit of the Certificateholders of such Series. The Trustee on behalf of
such Certificateholders shall possess all right, title and interest in all
funds on deposit from time to time in each Certificate Account and in all
proceeds thereof. With respect to each Series of Certificates, the Certificate
Account shall be under the sole dominion and control of the Trustee for the
benefit of the Certificateholders of the related Series and shall not relate
to or be for the benefit of any other Series or Certificateholders. With
respect to each Series of Certificates, not later than the close of business
on the Business Day on which the Trustee receives such amounts in the form of
immediately available funds (so long as such funds are received by the Trustee
by 3:00 p.m. New York City time, and on the next Business Day otherwise), the
Trustee shall deposit or cause to be deposited in the Certificate Account all
amounts received by it with respect to the Underlying Securities, any Credit
Support, any Swap Agreement and all Liquidation Proceeds related to such
Series including:

                    (i) all payments on account of principal of such
            Underlying Securities;



                                      20
<PAGE>

                   (ii) all payments on account of interest on such
            Underlying Securities;

                  (iii) all payments on account of premium (if any) on such
            Underlying Securities;

                   (iv) any other amounts received on such Underlying
            Securities;

                    (v) any payments in respect of any such Credit Support;

                   (vi) any payments in respect of any such Swap Agreement;

                  (vii) any Advances made as required pursuant to Section
            4.04; and

                 (viii) any interest or investment income earned on funds
            deposited in the related Accounts.

            Unless otherwise specified in the applicable Series Supplement, it
is understood and agreed 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 Certificate Account and shall not be retained by the Trustee for its
own account.

            If, at any time, the Certificate Account for any Series ceases to
be an Eligible Account, the Trustee shall within 5 Business Days (or such
longer period, not to exceed 30 calendar days, as to which the Rating Agency
Condition is met) establish a new Certificate Account meeting the conditions
specified above and the Trustee shall within five Business Days transfer any
cash and any investments on deposit in the Certificate Account to such new
Certificate Account, and from the date such new Certificate Account is
established, it shall be the Certificate Account for such Series.

            (b) The Trustee shall give notice to the Depositor and the Rating
Agency of the location of each Eligible Account constituting the Certificate
Account and prior to any change thereof.

            SECTION 3.04. Liquidation of the Underlying Securities. If
specified in the applicable Series Supplement, upon the occurrences of
specified events, the Trustee shall direct the Market Agent to sell the
Underlying Securities in compliance with the Sale Procedures and to deposit
the Liquidation Proceeds therefrom into the Certificate Account pursuant to
Section 3.03(a) hereof.

            SECTION 3.05. Investment of Funds in the Accounts. The Trustee on
behalf of the Trust, may direct any depository institution maintaining the
Certificate Account or the Reserve Account, if any, for the applicable Series
and any other segregated Eligible Account the contents of which are held for
the benefit of Certificateholders of such Series (each, an "Account") to
invest the funds therein at the specific written direction of the Depositor in
one or more Eligible Investments bearing interest or sold at a discount, which
shall be held to maturity unless payable on demand and which funds shall not
be reinvested upon the maturity or demand for payment of such Eligible
Investment. If the Depositor does not provide any investment





                                      21
<PAGE>

directions, funds held in any Account will be invested in the Eligible
Investments specified in clause (ii) of the definition thereof.
Investments of such funds shall be invested in Eligible Investments that will
mature so that such funds will be available for distribution on the next
Distribution Date. Except as otherwise provided in the applicable Series
Supplement, any earnings with respect to such Permitted Investments shall be
paid to the Certificateholders (and, if applicable, the Retained Interest
holder) pro rata in proportion to their interest in the invested funds. In the
event amounts on deposit in an Account are at any time invested in an Eligible
Investment payable on demand, the Trustee shall:

                  (x) consistent with any notice required to be given
            thereunder, demand that payment thereon be made on the last day
            such Eligible Investment may otherwise mature hereunder in an
            amount equal to the lesser of (1) all amounts then payable
            thereunder and (2) the amount required to be withdrawn on such
            date; and

                  (y) demand same day payment of all amounts due thereunder
            upon a determination by the Trustee that such Eligible Investment
            would not constitute an Eligible Investment in respect at funds
            thereafter on deposit in any Account.

            SECTION 3.06. Maintenance of Credit Support. (a) On the applicable
Closing Date, the Trustee at the written direction of the Depositor or, if so
specified in the applicable Series Supplement, the Depositor shall, to the
extent specified in the applicable Series Supplement, establish and maintain,
or enter into, as applicable, in the name of the Trustee, either as a part of
the related Trust or outside it, for the benefit of the Certificateholders of
the related Series, the Credit Support specified in the applicable Series
Supplement. To the extent specified in the applicable Series Supplement, the
Depositor will make or cause to be made any initial deposit to the Certificate
Account or any Reserve Account for the related Series as of the Closing Date.
If a Reserve Account exists for such Series, collections with respect to the
Underlying Securities for such Series not distributed to the
Certificateholders of such Series shall be deposited in the Reserve Account if
and to the extent specified in the related Series Supplement. The Reserve
Account, if any, shall be an asset of the Depositor (and the income earned on
any amounts held in the Reserve Account shall be allocable to the Depositor,
who agrees to include any such income in its gross income for all federal,
state and local income and franchise tax purposes) and will not be a part of
or otherwise be includible in the Trust but will be held for the benefit of
the Certificateholders.

            (b) Amounts on deposit in the Reserve Account and amounts
available pursuant to any other Credit Support for such Series shall be
applied by the Trustee to make distributions of principal of and premium (if
any) and interest on the Certificates of such Series as required pursuant to
Section 4.01 and the applicable Series Supplement to the extent that funds are
not otherwise available for such purpose. If specified in such Series
Supplement, immediately after each Distribution Date, amounts on deposit in
the Reserve Account for such Series in excess of a specified amount shall be
paid to the Person so specified in such Series Supplement.

            SECTION 3.07. Realization Upon Defaulted Underlying Securities.
(a) The Trustee, on behalf of the Certificateholders, shall assert claims
under each applicable Credit





                                      22
<PAGE>

Support Instrument, and shall take such reasonable steps as are necessary to
receive payment or to permit recovery thereunder with respect to any
defaulted Underlying Securities, subject in all cases to the provisions of
Article VII hereof.

            (b) Unless otherwise provided in the related Series Supplement, if
the Trustee is unable to obtain full recovery in respect of a defaulted
Underlying Security and any related Credit Support Instrument pursuant to
Section 3.07(a), the Trustee shall follow or cause to be followed such normal
practices and procedures as it deems necessary or advisable to realize upon
such defaulted Underlying Security and such Credit Support Instrument, subject
in all cases to the provisions of Article VII hereof.

            (c) If the Liquidation Proceeds of a defaulted Underlying Security
are less than the sum of (i) the outstanding principal balance of the
defaulted Underlying Security, (ii) interest accrued but unpaid thereon at the
applicable interest rate and (iii) the aggregate amount of expenses incurred
by the Trustee in connection with the practices and procedures referred to in
paragraph (b) of this Section 3.07 to the extent reimbursable under these
Standard Terms and the related Series Supplement, the Trust for the applicable
Series shall recognize a Realized Loss equal to the amount of such difference.
Any such reimbursed Realized Loss shall be allocated pursuant to Section 4.05
among the Certificateholders of such Series in the manner and priority set
forth in the related Series Supplement.

            (d) With respect to any Underlying Securities, if specified in a
related Series Supplement, if any related document or instrument is found to
be missing or defective in any material respect, the Trustee shall immediately
notify the Depositor and the Underlying Securities Issuer who sold the
applicable Underlying Securities to the Depositor. If and to the extent
specified in the related Series Supplement, if the Underlying Securities
Issuer cannot cure such omission or defect within 60 days after receipt of
such notice, the Underlying Securities Issuer will be obligated, within 90
days of receipt of such notice, to repurchase the related Underlying
Securities from the Trustee at the Purchase Price or provide a substitute for
such Underlying Securities. Neither the Trustee nor the Depositor shall be
obligated to repurchase or provide a substitute for such Underlying Securities
if the Underlying Securities Issuer defaults on its obligations. Unless
otherwise specified in the related Series Supplement, if applicable, the
Underlying Securities Issuer's repurchase or substitution obligation
constitutes the sole remedy available to the Certificateholders or the Trustee
for omission of, or a material defect in, or failure to provide, a constituent
document.

            SECTION 3.08. Retained Interest. The Retained Interest, if any, in
any Underlying Security shall initially be held by the Person so specified in
the related Series Supplement as and to the extent specified therein. With
respect to each Underlying Security, unless otherwise specified in the related
Series Supplement, the Retained Interest shall be deducted by the Trustee from
applicable collections in respect of such Underlying Security. Unless
otherwise provided in the applicable Series Supplement, collections in respect
of Retained Interest shall not be deposited in the Certificate Account for the
applicable Series and shall not constitute a part of the Trust for such
Series, but shall instead be distributed to the holder of such Retained
Interest; provided, however, that the Series Supplement for any Series with
respect to which there is a Retained Interest may provide that,
notwithstanding the terms contained herein, commingled amounts received in
respect of assets inclusive of Underlying



                                      23
<PAGE>

Securities and Retained Interest may initially be deposited in a separate
and discrete account established by the Trustee and such Series
Supplement may provide for additional terms relating thereto. Unless otherwise
provided in the applicable Series Supplement, after deduction of all
applicable fees as provided for in this Trust Agreement, on each Distribution
Date the Trustee shall allocate on a pari passu basis any partial recovery on
an Underlying Security between (a) the Retained Interest, if any, and (b)
distributions to Certificateholders of the applicable Series.

            SECTION 3.09. Access to Certain Documentation. The Trustee shall
provide to any Federal, State or local regulatory authority that may exercise
authority over any Certificateholder access to the documentation regarding the
Underlying Securities required by applicable laws and regulations. Such access
shall be afforded without charge, but only upon reasonable request and during
normal business hours at the offices of the Trustee designated by it. In
addition, access to the documentation regarding the Underlying Securities
related to a given Series (or Class within such Series) will be provided to
any Certificateholder of such Series (or Class) upon reasonable request during
normal business hours at the offices of the Trustee designated by it at the
expense of the Certificateholder requesting such access.

            SECTION 3.10. Preparation of Reports. The Depositor shall (or
shall engage the Trustee to):

            (a) on behalf of the Trust, prepare, sign and file with the
Commission, within the time period set forth below or as otherwise permitted
or required under the Exchange Act, copies of the annual reports and of the
information, documents, certifications and other reports (or copies of such
portions of any of the foregoing as the Commission from time to time by rules
and regulations prescribe), if any, which the Depositor on behalf of the Trust
is required to file with the Commission pursuant to Section 13 or Section
15(d) of the Exchange Act (collectively, "Exchange Act Reports") with respect
to the Trust. The names of such Exchange Act Reports and the dates on which
they are required to be filed with the Commission are as follows:

                 (i) Form 8-K, within the time requirement prescribed by
            the Exchange Act if the filing of Form 8-K is necessary;

                (ii) Form 10-K, within the time requirement prescribed by
            the Exchange Act; and

               (iii) such other reports as may be required pursuant to
            Section 13 or Section 15(d) of the Exchange Act.

            (b) deliver to the Trustee within 15 days after the Depositor is
required to file the same with the Commission, such additional information,
documents and reports with respect to compliance by the Depositor with the
conditions and covenants of this Agreement, if any, as may be required to be
filed with the Commission from time to time by such rules and regulations;

            (c) deliver to the Trustee who shall then transmit to all
Certificateholders such summaries of any information, documents and reports
required to be filed by the Company pursuant to subsections (a) and (b) of
this Section 3.10 as is required by rules and regulations prescribed by the
Commission;



                                      24
<PAGE>

            Any reports, statements, documents or other information required
to be furnished by the Depositor to the Trustee pursuant to these Standard
Terms or any Series Supplement shall be deemed to have been delivered to the
Trustee if the Trustee is in possession of such reports, statements, documents
or other information at the time they are to be furnished pursuant to these
Standard Terms or any Series Supplement;

            (d) The Trustee shall provide to the Depositor an appropriate
compliance certificate (the "Trustee's Compliance Certificate") in connection
with the annual report of a Trust, file such Trustee's Compliance Certificate
together with the annual report pursuant to Section 3.10(a) and, upon the
reasonable request of the Depositor, at other times, with respect to the
Trustee's compliance with its duties and obligations under this Agreement and
any Series Supplement; and

            (e) The Trustee shall appoint a firm of independent certified
public accountants to review each of the distribution reports prepared by the
Trustee pursuant to Section 4.02 and to verify (x) that such reports and the
calculations made therein were made accurately and in accordance with the
terms of the Trust Agreement and (y) that the Depositor and the Trustee have
each fulfilled their obligations under this Trust Agreement. The Trustee shall
instruct the accountants (i) to promptly report to the Trustee any errors in
such distribution reports discovered in verifying such calculations and (ii)
to render to the Trustee an annual examination report, prepared in compliance
with established or stated criteria as set forth in the professional standards
of the American Institute of Certified Public Accountants, within 45 days (or
such longer period as may be acceptable to the Trustee) following the end of
each calendar year that specifies the calculations made in reviewing the
distribution reports prepared by the Trustee for the previous calendar year
and such accountants' associated findings.

            SECTION 3.11. Charges and Expenses. Except as otherwise provided
in this Trust Agreement or the related Series Supplement, no amounts in the
nature of fees or charges shall be payable by or withheld from the Trust, the
Depositor or any other person. There shall be no recourse or claim against the
Trust or the property of the Trust for all or any part of any fees or charges
payable to any person.

            SECTION 3.12. Underlying Securities Reporting Failure. In the
event that an issuer of an Underlying Security the outstanding principal
balance of which exceeds ten percent of the aggregate principal balance of the
Underlying Securities (or the issuers of Underlying Securities the combined
principal balances of which exceed ten percent of the aggregate principal
balance of the Underlying Securities) underlying a Series of Certificates
confirms in writing that it intends to permanently cease filing periodic
reports required under the Exchange Act or has failed to file any required
reports, the Depositor shall within 30 Business Days after such written
confirmation or the date on which the next periodic report is required to be
filed by the Underlying Securities Issuer if it is still delinquent in its
filing obligations, instruct the Trustee to sell such Underlying Securities in
order to allow a cash distribution to Certificateholders in accordance with
the procedures set forth in the Series Supplement that are applicable to a
default on the Underlying Securities. An issuer of an Underlying Security
shall not be deemed to have ceased filing required periodic reports for this
purpose merely because reporting by such issuer is delayed or temporarily
suspended. [Accordingly, the requirements of this Section 3.12 shall not apply
unless an Underlying Securities issuer (or combined issuers as




                                      25
<PAGE>

aforesaid) either (x) states in writing that it intends permanently to cease
filing reports required under the Exchange Act or (y) fails to file any
required reports.]

                                  ARTICLE IV

                Distributions and Reports to Certificateholders

            SECTION 4.01. Distributions. (a) On each Distribution Date for a
given Series of Certificates, the Trustee shall apply Available Funds in the
Certificate Account for such Series in the manner and priority set forth in
the Series Supplement for such Series. In any event, however, any amounts
collected during any period shall be distributed to the Certificateholders no
later than the Distribution Date immediately following the receipt thereof.

            (b) All distributions on the Certificates shall be payable only
from Available Funds, and no provision of this Trust Agreement shall be deemed
to create any obligation on the part of the Trustee or the Depositor to make
any distribution from any other source.

            SECTION 4.02. Distributions on Certificates. (a) Distributions on
any Registered Certificate that are payable and are punctually paid or duly
provided for on any Distribution Date shall be distributed to the Person in
whose name such Registered Certificate (or one or more Predecessor
Certificates) is registered at the close of business on the related Record
Date notwithstanding the cancellation of such Registered Certificate upon any
transfer or exchange subsequent to such related Record Date.

            The distribution of interest and principal on Registered
Certificates shall be made:

                    (i) if the Certificateholder is a Depository, to the
            Depository, which shall credit the relevant Participant's
            account at such Depository in accordance with the policies and
            procedure of the Depository, or

                   (ii) if the Certificateholder is not a Depository, at the
            Corporate Trust Office (except as otherwise specified in the
            related Series Supplement) or, at the option of the Trustee, by
            check mailed to the address of the Person entitled thereto as
            such address shall appear in the Certificate Register or, if
            provided in the related Series Supplement and in accordance
            with arrangements satisfactory to the Trustee, at the option of
            the Registered Holder by wire transfer to an account designated
            by the Registered Holder. Notwithstanding the foregoing
            paragraph, with respect to a Certificateholder of Certificates
            not held in a Depository and having at least the Minimum Wire
            Denomination, such payment shall be made by wire transfer of
            immediately available funds to the account designated by such
            Certificateholder in a written request received by the Trustee
            not later than 10 days prior to such Distribution Date;
            provided, however, that if a wire transfer cannot be made for
            any reason, payment shall be made by check. The Trustee shall
            not be required to send federal funds wires until any
            corresponding payments which were not same day funds when
            received by it have become same day funds.




                                      26
<PAGE>


            (b) Subject to the foregoing provisions of this Section 4.02, each
Certificate delivered under this Trust Agreement upon transfer of or in
exchange for or in lieu of any other Certificate shall carry the rights to
interest accrued and undistributed, and to accrue, that were carried by such
other Certificate.

            (c) All computations of interest due with respect to any
Certificate of any Series or Class within such Series shall be made as
specified in the Series Supplement applicable to that particular Series or
Class of Certificates.

            (d) With respect to any computations or calculations to be made
under these Standard Terms, the applicable Series Supplement and the
Certificates, except as otherwise provided, (i) all percentages resulting from
any calculation of accrued interest will be rounded, if necessary, to the
nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage
point rounded upward[, and (ii) all currency amounts will be rounded to the
nearest one-hundredth of a unit (with .005 of a unit being rounded upward)].

            (e) Unless specified otherwise in a Series Supplement, the final
distribution of principal and/or premium shall be made upon presentation and
surrender of such Certificates at the Corporate Trust Office.

            SECTION 4.03. Reports to Certificateholders. Unless otherwise
specified in the applicable Series Supplement, on the next Business Day
following each such Distribution Date the Trustee shall forward or cause to be
forwarded to the Depositor, each Certificateholder of such Series, to each
Rating Agency rating such Series and such other Persons as may be specified in
such Series Supplement, a statement setting forth:

               (i)     the amounts received by the Trustee as of the last such
          statement in respect of principal, interest and premium on the
          Underlying Securities and the Swap Receipt Amount, if any;

               (ii)    the Swap Distribution Amount, if any, for such date;

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

               (iv)    in the case of each Class of Floating Rate Certificates
          of such Series, the respective Floating Pass-Through Rate applicable
          to each such Class on such Distribution Date, as calculated in
          accordance with the method specified in such Certificates and the
          related Series Supplement;

               (v)     the amount of compensation received by the Trustee for
          the period relating to such Distribution Date, and such other
          customary information as the Trustee deems necessary or desirable,
          (or that any such Certificateholder reasonably requests,) to enable
          such Certificateholders to prepare their tax returns;



                                      27
<PAGE>

               (vi)    if the Series Supplement provides for Advances, the
          aggregate amount of Advances, if any, included in such distribution,
          and the aggregate amount of unreimbursed Advances, if any, at the
          close of business on such Distribution Date;

               (vii)   the aggregate stated principal amount or, if applicable,
          notional principal amount of the Underlying Securities related to
          such Series and the current interest rate or rates thereon at the
          close of business on such Distribution Date;

               (viii)  the aggregate Certificate Principal Balance or aggregate
          Notional Amount, if applicable, of each Class at the close of
          business on such Distribution Date, separately identifying any
          reduction in such aggregate Certificate Principal Balance or
          Notional Amount due to the allocation of any Realized Losses on such
          Distribution Date or otherwise;

               (ix)    as to any Series (or any Class within such Series) for
          which Credit Support has been obtained, the amount of coverage of
          each element of Credit Support (and rating, if any, thereof)
          included therein as of the close of business on such Distribution
          Date; and

               (x)     the information required to be provided pursuant to
          Treasury Regulations promulgated under Section 671 of the Code, if
          any.

            In the case of information furnished pursuant to subclauses (iii)
and (v) above, the amounts shall be expressed as a dollar amount per minimum
denomination of Certificates or for such other specified portion thereof.
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 each such calendar
year was a Certificateholder a statement containing the information set forth
in subclauses (iii) and (v) 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. The Trustee shall supply to Certificateholders who so request all
materials received by the Trustee from the Underlying Securities Issuer.

            The Trustee shall file a copy of such report with the Commission
on Form 8-K within the time limits prescribed by such form, otherwise in
compliance with the Commission's rules applicable to a Trust, or as otherwise
advised by counsel.

            SECTION 4.04. Advances. (a) Unless otherwise specified in the
applicable Series Supplement, the Trustee shall have no obligation to make
Advances (as defined below) with respect to the Underlying Securities or in
favor of the Holders of any Series (or Class within such Series) of
Certificates.

            (b) However, as and to the extent provided in the Series
Supplement for a given Series, and subject to the terms of paragraphs (b) and
(c) of this Section 4.04, on or prior to each Distribution Date, the Trustee
shall advance or cause to be advanced in immediately





                                      28
<PAGE>

available funds for deposit in the Certificate Account for such Series
an advance (each, an "Advance") in an amount equal, unless otherwise
specified in the related Series Supplement, to the aggregate of distributions
of principal, premium (if any) and interest (net of related administration
fees and any Retained Interest) due on the Underlying Securities for such
Series (or Class) during the related Collection Period, to the extent
remaining unpaid at the time of such Advance. In satisfaction of its
obligation to make such Advances, the Trustee shall make such Advances from
its own funds. The Trustee may recover Advances from late collections received
by the Trustee on the applicable Underlying Securities, proceeds from any
applicable Credit Support, if any, and Liquidation Proceeds with respect to
the Underlying Securities for such Series or Class, as specified in the
related Series Supplement, as to which any such unreimbursed Advance was made.

            (c) Notwithstanding any provision herein to the contrary, no
Advance shall be required to be made hereunder if the Trustee reasonably
believes that it will be unable to recover such Advance from related late
collections, Credit Support proceeds, if any, or Liquidation Proceeds with
respect to the applicable Underlying Securities. It is further understood and
agreed that the Trustee shall not be obligated to make any Advances in respect
of reductions in the amount of collections on the Underlying Securities due to
bankruptcy proceedings with respect to the Underlying Securities or the
obligors thereof.

            (d) Notwithstanding any provision herein to the contrary, unless
otherwise provided in the Series Supplement for a given Series, any Advances
made in respect of any Underlying Securities related to such Series (or Class
within such Series) that are subsequently deemed by the Trustee to be
nonrecoverable from related late collections, Credit Support proceeds, if any,
or Liquidation Proceeds may be reimbursed to the Trustee through the
application of amounts on deposit in the Certificate Account for such series
allocable to any of such Underlying Securities prior to the distributions of
interest, premium (if any) and principal with respect to the Certificates of
such Series or Class.

            SECTION 4.05. Allocation of Realized Losses and Trust Expenses.
With respect to any Series of Certificates, the manner and priority of the
allocation of Realized Losses, Administrative Fees, Eligible Expenses,
Allowable Expense Amounts and Extraordinary Trust Expenses, if any, on any
Distribution Date among the Classes, if any, of such Series shall be as set
forth in the related Series Supplement.

            SECTION 4.06. Compliance with Withholding Requirements. (a)
Notwithstanding any other provision of this Trust Agreement to the contrary,
the Trustee shall comply with all federal withholding requirements respecting
distributions to Certificateholders of interest or original issue discount
that the Trustee reasonably believes are applicable under the Code. The
consent of Certificateholders shall not be required for such withholding.

            (b) Each Certificateholder will provide the Trustee (and, so long
as the Certificates are held at a Depository in the form of Global Securities,
each Beneficial Owner of the Certificates will provide such Depository and the
Trustee) with evidence that there should not be any withholding tax assessed
for federal income tax purposes in respect of distributions to such
Certificateholder, such evidence to take the form of a statement, on a duly
executed and up-to-date Internal Revenue Service Form W-8BEN (or successor
form), Form W-9 (or successor




                                      29
<PAGE>

form), or Form W-8ECI (or successor form), as applicable, that identifies
the Beneficial Owner of the Certificate; provided, however, that for
so long as the Certificates are held at a Depository in the form of Global
Securities, the Certificateholder shall have no obligation to provide the
Trustee with any such evidence except to the extent it has received such
evidence from Beneficial Owners of the Certificates. The Trustee shall not be
required to accept any such Internal Revenue Service forms if it believes that
they are not accurate (but the Trustee shall not be required to make any
independent investigation to determine their accuracy).

            (c) If any tax or other governmental charge shall become payable
by or on behalf of the Trustee, including any tax or governmental charge
required to be withheld from any payment by the Trustee under the provisions
of any applicable law or regulation with respect to any Underlying Securities
or the Certificates, such tax or governmental charge shall be payable by the
Certificateholder and may be withheld by the Trustee. The consent of
Certificateholder shall not be required for such withholding. In the event the
Trustee does withhold any amount from interest or original issue discount
distributions or Advances thereof to any Certificateholder pursuant to Federal
withholding requirements, the Trustee shall indicate in the statement required
pursuant to Section 4.03 the amount so withheld.

            (d) The Depositor and the Trustee shall have the right to refuse
the surrender, registration of transfer or exchange of any Certificate with
respect to which such tax or other governmental charge shall be payable until
such payment shall have been made by the Certificateholder.

            SECTION 4.07. Optional Exchange. (a) The terms and conditions, if
any, upon which Certificates of any Series (or Class within such Series) may
be exchanged for a pro rata portion of the Underlying Securities of the
related Trust will be specified in the related Series Supplement; provided,
however, that any right of exchange shall be exercisable only to the extent
that the Depositor provides upon the Trustee's request an opinion of Counsel
that (i) such exchange would not be inconsistent with the Depositor's and the
Trustee's continued satisfaction of the applicable requirements for exemption
under Rule 3a-7 (or other applicable rule or exemption) under the Investment
Company Act of 1940, as amended, and all applicable rules, regulations and
interpretations thereunder and (ii) such exchange would not affect the
characterization of the Trust as a "grantor trust" for federal income tax
purposes. Such terms may relate to, but are not limited to, the following:

               (1) a requirement that the exchanging Holder tender to the
            Trustee Certificates of each Class within such Series;

               (2) a minimum Certificate Principal Balance or Notional Amount,
            as applicable, with respect to Certificates being tendered for
            exchange by a single Holder;

               (3) a requirement that the Certificate Principal Balance or
            Notional Amount, as applicable, of each certificate tendered for
            exchange be an integral multiple of an amount specified in such
            Series Supplement;



                                      30
<PAGE>

               (4) specified dates during which a Holder may effect such an
            exchange (each, an Optional Exchange Date);

               (5) limitations on the right of an exchanging Holder to receive
            any benefit upon exchange from any Credit Support or Underlying
            Securities which are not debt Securities; and

               (6) adjustments to the value of the proceeds of any exchange
            based upon required prepayment of future expense allocations and
            the establishment of a reserve for any anticipated Extraordinary
            Trust Expenses.

            (b) Unless otherwise provided in the applicable Series Supplement,
no Certificate may be exchanged pursuant to the preceding paragraph unless the
Trustee has received at least 30 days but not more than 45 days prior to an
Optional Exchange Date in accordance with delivery instructions specified in
the applicable Series Supplement (i) such Certificate with the form entitled
"Option to Elect Exchange" on the reverse thereof duly completed, or (ii) in
the case of Registered Certificates, a telegram, telex, facsimile transmission
or letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc., the Depository (in accordance with
its normal procedures) or a commercial bank or trust company in the United
States setting forth the name of the Holder of such Registered Certificate,
the Certificate Principal Balance or Notional Amount of such Registered
Certificate to be exchanged and the Certificate number or a description of the
tenor and the terms of such Registered Certificate, a statement that the
option to elect exchange is being exercised thereby and an assurance that the
Registered Certificate to be exchanged with the form entitled "Option to Elect
Exchange" on the reverse of the Registered Certificate duly completed will be
received by such Trustee not later than five Business Days after the date at
such telegram, telex, facsimile transmission or letter, and such Registered
Certificate and form duly completed must be received by such Trustee by such
fifth Business Day. Any tender of a Certificate by the Holder thereof for
exchange shall be irrevocable. Unless otherwise provided in the applicable
Series Supplement, the exchange option may be exercised pursuant to this
Section by the Holder of a Certificate for less than the Certificate Principal
Balance or Notional Amount of such Certificate as long as the Certificate
Principal Balance or Notional Amount remaining Outstanding after such exchange
is an authorized denomination and all other exchange requirements set forth in
the related Series Supplement are satisfied upon such partial exchange such
Certificate shall be cancelled and a new Certificate or Certificates for the
remaining Certificate Principal Balance or Notional Amount thereof shall be
issued (which, in the case of any Registered Certificate, shall be in the name
of the Holder of such exchanged Certificate).

                                  ARTICLE V

                               The Certificates

            SECTION 5.01. The Certificates. (a) The Certificates of any Series
(or Class within such Series) may be issued in fully registered form as
Registered Certificates and shall be substantially in the form of the exhibits
with respect thereto attached to the applicable Series Supplement.



                                      31
<PAGE>

            The Certificates may be issued in one or more Series, each of
which Series may, subject to the provisions of the Code and the intended
status of each Series Trust to constitute a fixed investment trust for federal
income tax purposes, be issued in one or more Classes, with such further
particular designation added or incorporated in such title for the
Certificates of any particular Series or Class within such Series as the
Depositor may determine. Each Certificate shall bear upon its face the
designation so selected for the Series and Class to which it belongs. All
Certificates of the same Series and Class shall be identical in all respects
except for the denominations thereof. All Certificates of all Classes within
any one Series at any time Outstanding shall be identical except for
differences among the Certificates of the different Classes within such Series
specified in the applicable Series Supplement. Except as otherwise provided in
a Series Supplement, all Certificates of a particular Series (and all Classes
within such Series) issued under this Trust Agreement shall be in all respects
equally and ratably entitled to the benefits hereof 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 Trust Agreement.

            (b) Each Series (and all Classes within such Series) of
Certificates shall be created by a Series Supplement authorized by the
Depositor and establishing the terms and provisions of such Series. The
several Series may, subject to the provisions of the Code and the intended
status of each Trust to constitute a fixed investment trust for federal income
tax purposes, differ as between Series and any given Class may vary as between
the other Classes within any given Series.

            SECTION 5.02. Execution, Authentication and Delivery. (a) The
Certificates shall be executed by the Depositor by its President, its
Treasurer, or one of its Vice Presidents, under its corporate seal, which may
be in facsimile form and imprinted or otherwise reproduced thereon and shall
be attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers may be manual or facsimile. Certificates
bearing the manual or facsimile signature of individual who were at any time
the proper officers of the Depositor shall be binding, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Certificates or did not hold such offices
at the date of such Certificates. Notwithstanding anything in this Agreement
to the contrary, the Trustee, upon written direction by the Depositor, will,
with respect to any Series, execute any related Certificates.

            (b) Each Certificate shall be dated as of the later of the date
specified in the related Series Supplement and the date of its authentication.

            (c) No Certificate appertaining thereto shall be entitled to any
benefit under this Trust Agreement or be valid or obligatory for any purpose,
unless there appears on such Certificate a certificate of authentication
substantially in one of the forms provided for herein or in the form of
Certificate attached to the related Series Supplement executed by the Trustee
by the manual signature of one of its authorized signatories, and such
certificate of authentication upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder and is entitled to the benefits of this
Trust Agreement.



                                      32
<PAGE>

            SECTION 5.03. Temporary Certificates. Pending the preparation of
Definitive Certificates of any Series (or Class within each such Series), the
Depositor may execute, and upon receipt of a Depositor Order, the Trustee
shall authenticate and deliver temporary Certificates which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the Definitive
Certificates in lieu of which they are issued, in registered form and with
such appropriate insertions, omissions, substitutions and other variations as
may be authorized by such Depositor Order. Any such temporary Certificate may
be in global form, representing all or a portion of the Outstanding
Certificates of such Series or Class. Every such temporary Certificate shall
be executed by the Depositor and shall be authenticated and delivered by the
Trustee upon the same conditions and in substantially the same manner, and
with the same effect, as the Definitive Certificate or Definitive Certificates
in lieu of which is issued. If temporary Certificates of any Series (or Class
within such Series) are issued, the Depositor will cause Definitive
Certificates of such Series or Class to be prepared without unreasonable
delay.

            SECTION 5.04. Registration; Registration of Transfer and Exchange.
(a) The Trustee shall cause to be kept a register for each Series of
Registered Certificates (the registers maintained in such office and in any
other office or agency of the Trustee in a Place of Distribution being herein
sometimes collectively referred to as the "Certificate Register") in which a
transfer agent and registrar (which may be the Trustee) (the "Certificate
Registrar") shall provide for the registration of Registered Certificates and
the registration of transfers and exchanges of Registered Certificates. The
Trustee is hereby initially appointed Certificate Registrar for the purpose of
registering Registered Certificates and transfers and exchanges of Registered
Certificates as herein provided; provided, however, that the Trustee may
appoint one or more co-Certificate Registrars. Upon any resignation of any
Certificate Registrar, the Depositor shall promptly appoint a successor or, in
the absence of such appointment, assume the duties of Certificate Registrar.

            If a Person other than the Trustee is appointed by the Depositor
as Certificate Registrar, the Depositor will give the Trustee prompt written
notice of the appointment of a Certificate Registrar and of the location, and
any change in the location, of the Certificate Register, and the Trustee shall
have the right to rely upon a certificate executed on behalf of the
Certificate Registrar by an Executive Officer thereof as to the names and
addresses of the Holders of the Registered Certificates and the principal
amounts and numbers of such Registered Certificates.

            (b) Upon surrender for registration of transfer any Registered
Certificate of any Series (or Class within such Series) at the office or
agency of the Trustee, if the requirements of Section 8-401(1) of the Uniform
Commercial Code are met to the Depositor's satisfaction, the Depositor shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Certificates
of any authorized denominations, of a like Series, Class and aggregate
Certificate Principal Balance or Notional Amount, as applicable.

            (c) Notwithstanding any other provisions of this Section, unless
and until it is exchanged in whole or in part for the individual Certificates
represented thereby, a Global Security representing all or a portion of the
Certificates of a Series (or Class within such Series)



                                      33
<PAGE>

may not be transferred except as a whole by the Depository for such Series
or Class to a nominee of such Depository or by a nominee of such Depository
to such Depository or another nominee of such Depository or by such
Depository or any such nominee to a successor Depository for such Series or
Class or a nominee of such successor Depository.

            (d) At the option of the Holder, Registered Certificates of any
Series (or Class within such Series) (other than a Global Security, except as
set forth below) may be exchanged for other Registered Certificates of the
same Series or Class of any authorized denomination or denominations of like
tenor and aggregate Certificate Principal Balance or Notional Amount, as
applicable, upon surrender of the Registered Certificates to be exchanged at
the office or agency of the Trustee maintained for such purpose.

            (e) If at the time the Depository for the Certificates of a Series
(or Class within such Series) notifies the Depositor that it is unwilling or
unable to continue as Depository for the Certificates of such Series or Class
or if at any time the Depository for the Certificates of such Series or Class
shall no longer be eligible under Section 5.08(b), the Depositor shall appoint
a successor Depository with respect to the Certificates of such Series or
Class. If a successor Depository for the Certificates of such Series or Class
is not appointed by the Depositor within 90 days after the Depositor receives
such notice or becomes aware of such ineligibility, the Depositor's election
as specified in the related Series Supplement shall no longer be effective
with respect to the Certificates of such Series or Class and the Depositor
will execute, and the Trustee, upon receipt of a Depositor Order for the
authentication and delivery of individual Certificates of such Series or
Class, will authenticate and deliver individual Certificates of such Series or
Class in an aggregate Certificate Principal Balance or Notional Amount, as
applicable, equal to the aggregate Certificate Principal Balance or Notional
Amount, as applicable, of the Global Security or Securities representing
Certificates of such Series or Class in exchange for such Global Security or
Securities.

            (f) The Depositor may at any time and in its sole discretion
determine that individual Certificates of any Series (or Class within such
Series) issued in the form of one or more Global Securities shall no longer be
represented by such Global Security or Securities. In such event the Depositor
shall execute, and the Trustee, upon receipt of a Depositor Order for the
authentication and delivery of individual Certificates of such Series or
Class, shall authenticate and deliver, individual Certificates of such Series
or Class in an aggregate Certificate Principal Balance or Notional Amount, as
applicable, equal to the aggregate Certificate Principal Balance or Notional
Amount, as applicable, of the Global Security or Securities representing
Certificates of such Series or Class in exchange for such Global Security or
Securities.

            (g) If specified by the Depositor pursuant to the related Series
Supplement with respect to a Series (or Class within such Series) of
Certificates, the Depository for such Series may surrender a Global Security
for such Series or Class in exchange in whole or in part for individual
Certificates of such Series or Class on such terms as are acceptable to the
Depositor and such Depository. Thereupon, the Depositor shall execute, and the
Trustee, upon receipt of a Depositor Order, shall authenticate and deliver,
without service charge,

                    (i) to each Person specified by such Depository a new
            individual Certificate or Certificates of the same Series or
            Class, of any authorized



                                      34
<PAGE>

            denomination as requested by such Person in an aggregate
            Certificate Principal Balance or Notional Amount, as applicable,
            equal to and in exchange for such Person's beneficial interest in
            the Global Security; and

                    (ii) to such Depository a new Global Security in a
            denomination equal to the difference, if any, between the
            aggregate Certificate Principal Balance or Notional Amount, as
            applicable, of the surrendered Global Security and the
            aggregate Certificate Principal Balance or Notional Amount, as
            applicable, of individual Certificates delivered to Holders
            thereof.

            In any exchange provided for in any of the preceding three
paragraphs, the Depositor shall execute, and the Trustee, upon receipt of a
Depositor Order, will authenticate and deliver individual Certificates in
registered form in authorized denominations, if the Certificates of such
Series or Class are issuable as Registered Certificates.

            Upon the exchange of a Global Security for individual
Certificates, such Global Security shall be cancelled by the Trustee.
Individual Registered Certificates issued in exchange for a Global Security
pursuant to this Section 5.04 shall be registered in such names and in such
authorized denominations as the Depository for such Global Security, pursuant
to instructions from its Participants, any indirect participants or otherwise,
shall instruct the Trustee. The Trustee shall deliver such Registered
Certificates to the Person in whose names such Registered Certificates are so
registered.

            (h) All Certificates issued upon any registration of transfer or
exchange of Certificates shall constitute complete and indefeasible evidence
of ownership in the Trust related to such Certificates and be entitled to the
same benefits under this Trust Agreement as the Certificates surrendered upon
such registration of transfer or exchange.

            (i) Every Registered Certificate presented or surrendered for
registration of transfer or exchange shall (if so required by the Depositor,
the Trustee or the Certificate Registrar) be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Depositor, the
Trustee or the Certificate Registrar, duly executed, by the Holder thereof or
his attorney duly authorized in writing, with such signature guaranteed by a
brokerage firm or financial institution that is a member of a Securities
Approved Medallion Program such as Securities Transfer Agents Medallion
Program (STAMP), Stock Exchange Medallion Program (SEMP) or New York Stock
Exchange Inc. Medallion Signature Program (MSP).

            (j) No service charge shall be made to a Holder for any
registration of transfer or exchange of Certificates, but the Depositor may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Certificates, other than exchanges pursuant to Section 5.03 not
involving any transfer.

            SECTION 5.05. Mutilated, Destroyed, Lost and Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Trustee at its
Corporate Trust Office or (ii) the Depositor and the Trustee receive evidence
to their satisfaction of the destruction, loss or theft of




                                      35
<PAGE>

any Certificate, and there is delivered to the Depositor and the Trustee
such security or indemnity as they may require to hold each of them
and any Paying Agent harmless, and neither the Depositor nor the Trustee
receives notice that such Certificate has been acquired by a bona fide
purchaser, then the Depositor shall execute and the Trustee, upon receipt of a
Depositor Order, shall authenticate and deliver, in exchange for any such
mutilated Certificate, or in lieu of any such destroyed, lost or stolen
Certificate, a new Certificate of the same Series or Class of like tenor,
form, terms and principal amount, bearing a number not contemporaneously
Outstanding.

            Upon the issuance of any new Certificate under this Section, the
Depositor may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in respect thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

            Every new Certificate of any Series or Class, issued pursuant to
this Section shall constitute complete and indefeasible evidence of ownership
in the Trust related to such Series, whether or not the destroyed, lost or
stolen Certificate shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Trust Agreement equally and
proportionately with any and all other Certificates of that Series or Class,
duly issued hereunder.

            The provisions of this Section 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 5.06. Persons Deemed Owners. (a) The Depositor, the
Trustee and any agent of the Depositor or the Trustee may treat the Person in
whose name any Registered Certificate is registered as the owner of such
Registered Certificate for the purpose of receiving distributions of principal
of (and premium, if any) and (subject to Section 4.02) interest, if any, on
such Registered Certificate and for all other purposes whatsoever, whether or
not such Registered Certificate be overdue, and neither the Depositor or the
Trustee, nor any agent of the Depositor or the Trustee shall be affected by
notice to the contrary.

            (b) None of the Depositor, the Trustee or any of their agents will
have any responsibility or liability for any aspect of the records relating to
or distributions made on account of beneficial ownership interests in a Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

            SECTION 5.07. Cancellation. Unless otherwise specified in the
related Series Supplement for Certificates of any Series, all Certificates
surrendered for payment, redemption, transfer or exchange shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. No Certificates shall be authenticated
in lieu of or in exchange for any Certificates cancelled as provided in this
Section, except as expressly permitted by this Trust Agreement.

            SECTION 5.08. Global Securities. (a) If the Series Supplement
pursuant to Section 5.01 provides that a Series (or Class within such Series)
of Certificates shall be represented by one or more Global Securities, then
the Depositor shall execute and the Trustee shall authenticate and deliver one
or more Global Securities, that (i) shall represent an aggregate





                                      36
<PAGE>

initial Certificate Principal Balance or Notional Amount, as applicable, equal
to the aggregate initial Certificate Principal Balance or Notional Amount, as
applicable, of the Certificates of such Series or Class to be represented by
such one or more Global Securities, (ii) shall be registered, if in registered
form, in the name of the Depository for such Global Security or Securities or
the nominee of such Depository, (iii) shall be delivered by the Trustee to
such Depository or pursuant to such Depository's instruction and (iv) shall
bear a legend substantially to the following effect: "Unless and until it is
exchanged in whole or in part for the individual Certificates represented
hereby, this Global Security may not be transferred except as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository or
by the Depository or any such nominee to a successor Depository or a nominee
of such successor Depository.

            No Holder of a Certificate of such Series or Class will receive a
Definitive Certificate representing such Holder's interest in such Certificate
or Certificates, except as provided in Section 5.10. Unless and until
definitive, fully registered Certificates (the "Definitive Certificates") have
been issued to Holders of such Series or Class pursuant to Section 5.11:

                 (i) the provisions of this Section 5.09 shall be in full force
            and effect;

                (ii) the Certificate Registrar and the Trustee shall be
            entitled to deal with the Depository for all purposes of this
            Trust Agreement (including the distribution of principal of, and
            premium, if any, and interest on the Certificates and the giving
            of instructions or directions hereunder) as the sole Holder of the
            Certificates of such Series or Class, and shall have no obligation
            to the owners of beneficial interests in such Series or Class
            (collectively, the "Certificate Owners");

              (iii) to the extent that the provisions of this Section 5.08
            conflict with any other provisions of this Trust Agreement, the
            provisions of this Section 5.08 shall control;

               (iv) the rights of Certificate Owners of such Series or Class
            shall be exercised only through the Depository and shall be
            limited to those established by law and agreements between such
            Certificate Owners and the Depository or its Participants; and

               (v)  whenever this Trust Agreement requires or permits actions
            to be taken based upon instructions or directions of Holders of
            Certificates of such Series or Class evidencing a specified
            percentage of the aggregate Voting Rights of such Series or Class,
            the Depository shall be deemed to represent such percentage only
            to the extent that it has received instructions to such effect
            from Certificate Owners of such Series or Class or Participants in
            such Depository's system owning or representing, respectively,
            such required percentage of the beneficial interest in the
            Certificates of such Series or Class and has delivered such
            instructions to the Trustee.



                                      37
<PAGE>

            (b) Each Depository designated in the related Series Supplement
for a Global Security in registered form must, at the time of its designation
and at all times while it serves as such Depository, be a clearing agency
registered under the Exchange Act and any other applicable statute or
regulation.

            SECTION 5.09. Notices to Depository. Whenever a notice or other
communication to the Holders of a Series or Class within such Series
represented by one or more Global Securities is required under this Trust
Agreement, unless and until Definitive Certificates for such Series or Class
shall have been issued to such Certificate Owners pursuant to Section 5.10,
the Trustee shall give all such notices and communications specified herein to
be given to Holders of the Certificates of such Series to the Depository, and
shall have no obligation to the Certificate Owners.

            SECTION 5.10. Definitive Certificates. If in respect of a Series
(or Class within such Series) represented by one or more Global Securities (i)
the Depositor advises the Trustee in writing that the Depository is no longer
willing or able to properly discharge its responsibilities with respect to the
Certificates of such Series or Class and the Depositor is unable to locate a
qualified successor, (ii) the Depositor at its option advises the Trustee in
writing that it elects to terminate the book-entry system of such Series or
Class through the Depository or (iii) Certificate Owners representing
beneficial interests aggregating at least a majority (or such other Required
Percentage-Definitive Certificates that may be specified in a Series
Supplement) of the Voting Rights of the Certificates of such Series or Class
advise the Depository in writing that the continuation of a book-entry system
for such Series or Class through the Depository is no longer in the best
interests of the Certificates Owners of such Series or Class, then the
Depository shall notify all Certificate Owners or Participants in the
Depository's system with respect to such Series or Class and the Trustee of
the occurrence of any such event and of the availability of Definitive
Certificates for such Series or Class to Certificate Owners of such Series or
Class requesting the same.

            Upon surrender to the Trustee of the Global Securities of such
Series or Class by the Depository, accompanied by registration instructions,
the Depositor shall execute and the Trustee shall authenticate the Definitive
Certificates of such Series or Class in accordance with the instructions of
the Depository. None of the Depositor, the Certificate Registrar or the
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates of Series or Class, the Trustee
shall recognize the holders of the Definitive Certificates of such Series or
Class as Holders.

            SECTION 5.11. Currency of Distributions in Respect of
Certificates. Distributions of the principal of (and premium, if any) and
interest on Registered Certificates of such Series or Class will be made in
Dollars.


                                      38
<PAGE>


            SECTION 5.12. Conditions of Authentication and Delivery of New
Series. Certificates of a new Series may be issued at any time and from time
to time after the execution and delivery of these Standard Terms and the
related Series Supplement. The Depositor shall execute and deliver
Certificates of such Series to the Trustee and the Trustee shall authenticate
and deliver such Certificates upon a Depositor Order and upon delivery by the
Depositor to the Trustee of the following:

               (1) The delivery of the Underlying Securities in accordance
            with Section 2.01(b);

               (2) Opinions of Counsel to the Depositor, addressed to the
            Trustee, in a form acceptable to the Trustee;

               (3) An Officer's Certificate of the Depositor, dated as of the
            Closing Date, to the effect that all of the requirements of this
            Section 5.12 have been satisfied, and that the Depositor is not in
            breach of this Trust Agreement and that the issuance of the
            Certificates will not result in any breach of any of the terms,
            conditions, or provisions of, or constitute a default under, the
            Depositor's Certificate of Incorporation or bylaws, or any
            indenture, mortgage, deed of transfer or other agreement or
            instrument to which the Depositor is a party or by which it or its
            property is bound or any order of any court or administrative
            agency entered in any Proceeding to which the Depositor is a party
            or by which it or its property may be bound or to which it or its
            property may be subject;

               (4) A Series Supplement consistent with the applicable
            provisions of these Standard Terms;

               (5) If applicable, a fully executed copy of the Swap Agreement,
            together with all documents and opinions required to be delivered
            to the Trust upon execution thereof pursuant to the terms thereof;
            and

               (6) Written instructions by the Depositor to the Trustee
            directing the Trustee to enter into and perform any obligations
            under the Swap Agreement, if applicable, and/or the Market Agent
            Agreement, if applicable.



                                      39
<PAGE>

            If all the Certificates of a Series are not to be originally
issued at the same time, then the documents required to be delivered pursuant
to this Section 5.12 must be delivered only once, prior to the authentication
and delivery of the first Certificate of such Series; provided, however, that
any subsequent Depositor Order to the Trustee to authenticate Certificate of
such Series upon original issuance shall constitute a representation and
warranty by the Depositor that, as of the date of such request, the statements
made in this Section 5.12 shall be true and correct as if made on such date.

            SECTION 5.13. Appointment of Paying Agent. The Trustee may appoint
one or more paying agents (each, a "Paying Agent") with respect to the
Certificates of any Series. Any such Paying Agent shall be authorized to make
distributions to Certificateholders of such Series from the Certificate
Account for such Series pursuant to the provisions of the applicable Series
Supplement and shall report the amounts of such distributions to the Trustee.
Any Paying Agent shall have the revocable power to withdraw funds from such
Certificate Account for the purpose of making the distributions referred to
above. The Trustee may revoke such power and remove the Paying Agent if the
Trustee determines in its sole discretion that the Paying Agent shall have
failed to perform its obligations under this Trust Agreement in any material
respect. The Paying Agent shall initially be the Trustee and any co-paying
agent chosen by the Trustee and acceptable to the Depositor, including, if and
so long as any Series or Class within such Series is listed on the Luxembourg
Stock Exchange and such exchange so requires, a co-paying agent in Luxembourg
or another European city. Any Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' notice to the Trustee. In the event that the
Trustee shall no longer be the Paying Agent, the Trustee shall appoint a
successor or additional Paying Agent. The Trustee shall cause each successor
to act as Paying Agent to execute and deliver to Trustee an instrument in
which such successor or additional Paying Agent shall agree with the Trustee
that 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. 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 7.01, 7.03, 7.04 and 7.06 shall apply to the Trustee also in its
role as Paying Agent, for so long as the Trustee shall act as Paying Agent.
Any reference in this Trust 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 5.13 shall not release the Trustee from the duties,
obligations, responsibilities or liabilities arising under this Trust
Agreement other than with respect to funds paid to such Paying Agent.

            SECTION 5.14. Authenticating Agent. (a) The Trustee may appoint
one or more authenticating agents (each, an "Authenticating Agent") with
respect to the Certificates of any Series which shall be authorized to act on
behalf of the Trustee in authenticating such Certificates in connection with
the issuance, delivery and registration of transfer or exchange of such
Certificates. Whenever reference is made in this Trust Agreement to the
authentication of Certificates by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication on
behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent must be acceptable to the Depositor. Notwithstanding
anything contained herein to the contrary, the appointment of an
Authenticating Agent pursuant to this Section 5.14




                                      40
<PAGE>

shall not release the Trustee from the duties, obligations, responsibilities or
liabilities arising under this Trust Agreement.

            (b) Any institution succeeding to the corporate agency business of
any Authenticating Agent shall continue to be an Authenticating Agent without
the execution or filing of any power or any further act on the part of the
Trustee or such Authenticating Agent. An Authenticating Agent may at any time
resign by giving notice of resignation to the Trustee and to the Depositor.
The Trustee may at any time terminate the agency of an Authenticating Agent by
giving notice of termination to such Authenticating Agent and to the
Depositor. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time an Authenticating Agent shall cease to be
acceptable to the Trustee or the Depositor, the Trustee promptly may appoint a
successor Authenticating Agent. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless acceptable to the Depositor. The Trustee agrees to
pay to each Authenticating Agent from time to time reasonable compensation for
its services under this Section. The provisions of Section 7.01, 7.03 and 7.04
shall be applicable to any Authenticating Agent.

            (c) Pursuant to an appointment made under this Section, the
Certificates may have endorsed thereon, in lieu of the Trustee's certificate
of authentication, an alternate certificate of authentication in substantially
the following form:

            "This is one of the Certificates described in the Standard Terms
and the related Series Supplement".

Dated:


                                    as Authenticating Agent
                                          for the Trustee,

                                    By
                                      ----------------------------------


            SECTION 5.15. Voting Rights with Respect to Underlying Securities.
(a) Within five Business Days after receipt of notice of any meeting of, or
other occasion for the exercise of voting rights or the giving of consents
("voting rights") by, owners of any of the Underlying Securities, the Trustee
shall give notice to the Certificateholders, setting forth (i) such
information as is contained in such notice to owners of Underlying Securities,
(ii) a statement that the Certificateholders will be entitled, subject to any
applicable provision of law and any applicable provisions of such Underlying
Securities (and to the extent of the voting rights allocated to the
Certificateholders pursuant to subsection 5.15(b)), to instruct the Trustee as
to the exercise of voting rights, if any, pertaining to such Underlying
Securities and (iii) a statement as to the manner in which instructions may be
given to the Trustee to give a discretionary proxy to a person designated in
the notice received by the Trustee. Such notice shall be given by the Trustee
to the Certificateholders of record on such Record Date.



                                      41
<PAGE>

            Upon the written request of the applicable Certificateholder,
received on or before the date established by the Trustee for such purpose,
the Trustee shall endeavor, insofar as practicable and permitted under any
applicable provision of law and any applicable provision of or governing the
Underlying Securities, to vote in accordance with any nondiscretionary
instruction set forth in such written request (in each case to the extent of
the voting rights allocated pursuant to subsection 5.15(b) to such
Certificateholder). The Trustee shall not vote except as specifically
authorized and directed in written instructions from the applicable
Certificateholder entitled to give such instructions.

            (b) Unless otherwise specified in the applicable Series
Supplement, the voting rights allocable to the owners of the Underlying
Securities pursuant to the terms thereof shall be allocated among the Class
A-1 Certificateholders pro rata, in the proportion that the denomination of
each Certificate bears to the aggregate denomination of all Certificates.

            (c) The Trustee shall not grant any consent solicited from the
owners of the Underlying Securities with respect to any conversion of the
timing of payment of, or the method or rate of accruing of, interest on the
Underlying Securities underlying the Certificates held by such
Certificateholder or to any redemption or prepayment of the Underlying
Securities nor shall it accept or take any action in respect of any consent,
proxy or instructions received from any Certificateholder in contravention of
the provisions of this Agreement..

            SECTION 5.16. Actions by Certificateholders.

            (a) Wherever in this Trust Agreement a provision is made that an
action may be taken or a notice, demand or instruction given by
Certificateholders or Beneficial Owners, such action, notice or instruction
may be taken or given by any Certificateholder or Beneficial Owner.

            (b) Certificateholders or Beneficial Owners shall not be required
to act in concert with any other Certificateholder or Beneficial Owner or any
other Person.

            (c) Any request, demand, authorization, direction, notice,
consent, waiver or other act by a Certificateholder or Beneficial Owner of a
Certificate shall bind such Certificateholder or Beneficial Owner and every
subsequent Certificateholder or Beneficial Owner of such Certificate or any
Certificate issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, suffered or omitted
to be done by the Certificateholder or Beneficial Owner or the Trustee in
reliance thereon, whether or not notation of such action is made upon such
Certificate.

            SECTION 5.17. Events of Default. If any Event of Default shall
occur and be continuing with respect to any Underlying Securities, then, and
in each and every case, the Trustee shall exercise any rights in respect of
the related Underlying Securities as provided in this Section 5 and otherwise
as provided in Section 5(c) of the applicable Series Supplement.

            SECTION 5.18. Judicial Proceedings Instituted by Trustee; Trustee
May Bring Suit. If there shall be a failure to make payment of the principal
of or premium, if any, or interest on any Underlying Security, then, subject
to Sections 5.19 and 5.20, the Trustee, in its own name, and as trustee of an
express trust, as holder of such Underlying Security, shall be, to





                                      42
<PAGE>

the extent permitted by and in accordance with the terms of the
Underlying Security, subject to the limitations on acceleration and the
exercise of remedies set forth therein, entitled and empowered to institute
any suits, actions or proceedings at law, in equity or otherwise, including
the power to make a demand on the trustee in respect of such Underlying
Security, if provided for, to take action to enforce the Underlying Security
for the collection of the sums so due and unpaid on such Underlying Security
and may prosecute any such claim or proceeding to judgment or final decree
with respect to the whole amount of any such sums so due and unpaid.

            SECTION 5.19. Control by Certificateholders. The Holders of
Certificates of any Class holding Certificates representing not less than the
Required Percentage--Direction of Trustee of the aggregate Voting Rights of
the Outstanding Certificates of such Class shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on the Trustee under
this Trust Agreement, including any right of the Trustee as holder of the
Underlying Securities; provided, however, that:

               (1) such direction shall not be in conflict with any rule of
            law or with this Trust Agreement and would not involve the Trustee
            in personal liability or expense;

               (2) the Trustee shall not determine that the action so directed
            would be unjustly prejudicial to the Holders of Certificates of
            such Class not taking part in such direction; or

               (3) the Trustee may take any other action deemed proper by the
            Trustee which is not inconsistent with such direction.

            SECTION 5.20. Waiver of Past Defaults. The Holders of the Required
Percentage--Waiver of Certificates of any Series may direct the Trustee to
vote such percentage of the Underlying Securities held by the Trustee as
corresponds to the percentage of the aggregate principal amount of the
Certificates of such Series held by such Holders to waive any past Event of
Default thereunder with respect to such Series of Certificates and its
consequences or may instruct the Trustee, on behalf of all Certificateholders
of such Series, to waive any past default under this Trust Agreement and its
consequences, except a default:

               (1) in the payment of the principal of or premium, if any, or
            interest on the Underlying Securities or the Certificates;

               (2) in respect of a covenant or provision hereof which under
            Article X hereof cannot be modified or amended without the consent
            of the Holder of each Outstanding Certificate affected; or

               (3) specified in the applicable Series Supplement, if any,
            unless the applicable Series Supplement provides otherwise.

            Upon any such direction, the Trustee shall vote such percentage of
the Underlying Securities of the corresponding Series held by the Trustee as
corresponds to the percentage of the aggregate principal amount of the
Outstanding Certificates of such Series held by Holders who





                                      43
<PAGE>

directed the Trustee to waive such default or Event of Default thereunder.
Upon any waiver that is effective under the terms of such Class of Underlying
Securities to waive such default or Event of Default, such default or Event of
Default shall cease to exist with respect to this Trust Agreement, and, in the
case of a default, any Event of Default arising therefrom shall be deemed to
have been cured for every purpose of this Trust Agreement and any direction
given by the Trustee on behalf of such Certificateholders or in respect of any
Underlying Securities shall be annulled with respect thereto; but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon.

            SECTION 5.21. Right of Certificateholders to Receive Payments Not
to Be Impaired. Anything in this Trust Agreement to the contrary
notwithstanding, the right of any Certificateholder to receive distributions
of payments required pursuant to Section 4.01 hereof on the Certificates when
due, or to institute suit for enforcement of any such payment on or after the
applicable Distribution Date, Special Distribution Date or other date
specified herein for the making of such payment, shall not be impaired or
affected without the consent of such Certificateholder.

            SECTION 5.22. Remedies Cumulative. Every remedy given hereunder to
the Trustee or to any of the Certificateholders shall not be exclusive of any
other remedy or remedies, and every such remedy shall be cumulative and in
addition to every other remedy given hereunder or now or hereafter given by
statute, law, equity or otherwise.

                                  ARTICLE VI

                                 The Depositor

            SECTION 6.01. Liability of the Depositor. The Depositor shall be
liable in accordance herewith only to the extent of the obligations
specifically imposed by these Standard Terms and the related Series
Supplement.

            SECTION 6.02. Limitation on Liability of the Depositor. (a) The
Depositor shall not be under any obligation to expend or risk its own funds or
otherwise incur financial liability in the performance of its duties hereunder
or under a Series Supplement or in the exercise of any of its rights or power
if reasonable grounds exist for believing that the repayment or such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

            (b) Neither the Depositor nor any of its directors, officers,
employees or agents shall be under any liability to any Trust or the
Certificateholders of any Series for any action taken, or for refraining from
the taking of any action, in good faith pursuant to this Trust Agreement, or
for errors in judgment; provided, however, that this provision shall not
protect the Depositor against any breach of representations, warranties or
covenants made herein, or against any liability which would otherwise be
imposed by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of its obligations
and duties hereunder.

            Unless otherwise provided in a related Series Supplement, the
Trust will indemnify and hold harmless the Depositor and any director,
officer, employee or agent of the




                                      44
<PAGE>

Depositor against any loss, liability or expense incurred in connection with
any legal action relating to the Trust Agreement or the Certificates, other
than any loss, liability or expense incurred by reason of willful misfeasance,
bad faith or gross negligence in the performance of duties by the Depositor
and any of its directors, officers, employees or agents hereunder or by reason
of reckless disregard of their obligations and duties hereunder.

            (c) The Depositor shall not be under any obligation to appear in,
prosecute or defend any legal action unless such action is related to its
respective duties under this Trust Agreement and, in its opinion, does not
involve it in any expense or liability; provided, however, that the Depositor
may in its discretion undertake any such action which it may deem necessary or
desirable with respect to this Trust Agreement and the rights and duties of
the parties hereto and the interests of the Certificateholders hereunder. The
Depositor shall be under no obligation whatsoever to appear in, prosecute or
defend any action, suit or other proceeding in respect of any Underlying
Securities.

            (d) The Depositor shall not be liable to any Certificateholder for
any action or non-action by it in reliance upon the advice of or information
from legal counsel, accountants, any Certificateholder of a Certificate or any
other person believed by it in good faith to be competent to give such advice
or information, including, without limitation, the Calculation Agent, the
Market Agent or the other party to this Trust Agreement. The Depositor may
rely and shall be protected in acting upon any written notice, request,
direction or other document believed by it to be genuine and to have been
signed or presented by the proper party or parties.

            (e) The Depositor 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 any reason of
any act of God or war or other circumstance beyond the control of the relevant
party, the Depositor shall be prevented or forbidden from doing or performing
any act or thing which the terms of this Trust Agreement provide shall be done
or performed; and the Depositor 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
Trust 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 Trust
Agreement.

            SECTION 6.03. Depositor May Purchase Certificates. The Depositor
may at any time purchase Certificates in the open market or otherwise.
Certificates so purchased by the Depositor may, at the discretion of the
Depositor, be held or resold. Certificates beneficially owned by the Depositor
or any Affiliate of the Depositor will be disregarded for purposes of
determining whether the required percentage of the aggregate Voting Rights has
given any request, demand, authorization, direction, notice, consent or waiver
hereunder.

            SECTION 6.04. Merger or Consolidation of the Depositor. Nothing in
this Trust Agreement shall prevent any consolidation or merger of the
Depositor with or into any other corporation, or any consolidation or merger
of any other corporation with or into the Depositor or any sale or transfer of
all or substantially all of the property and assets of the Depositor to any
other Person lawfully entitled to acquire the same; provided, however, that,
so long as Certificates are outstanding hereunder, the Depositor covenants and
agrees that any such consolidation, merger, sale or transfers shall be upon
the condition that the due and punctual






                                      45
<PAGE>

performance and observance of all the terms, covenants and conditions of this
Trust Agreement to be kept or performed by the Depositor shall be assumed by
the Person (if other than the Depositor) formed by or resulting from any such
consolidation or merger, or which shall have received the transfer of all or
substantially all of the property and assets of the Depositor, just as fully
and effectually as if successor Person had been the original party of the
first part hereto; and in the event of any such sale or transfer the
predecessor Depositor may be dissolved, wound up and liquidated at any time
thereafter.

            SECTION 6.05. No Liability of the Depositor with Respect to the
Underlying Securities; Certificateholders to Proceed Directly Against the
Issuer(s). (a) The sole obligor with respect to any Underlying Security is the
Issuer thereof. The Depositor shall not have any obligation on or with respect
to the Underlying Securities; and its obligations with respect to Certificates
shall be solely as set forth in this Trust Agreement.

            (b) The Depositor is not authorized to proceed against the Issuer
of any Underlying Security in the event of a default or to assert the rights
and privileges of Certificateholders of Certificates and has no duty in
respect thereof.

                                 ARTICLE VII

                            Concerning the Trustee

            SECTION 7.01. Duties of Trustee. (a) The Trustee undertakes to
perform such duties and only such duties as are specifically set forth in
these Standard Terms and the related Series Supplement. The Trustee shall
exercise such of the rights and powers vested in it by this Trust Agreement,
and shall use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs. The Trustee shall exercise those rights in a manner
consistent with the status of any Trust created hereunder as a fixed
investment trust for federal income tax purposes. The Trustee shall not have
any power to vary the investment of any Certificateholders of any Series or to
accept any assets (other than proceeds of the Underlying Securities) other
than the Underlying Securities transferred to it on the Closing Date of any
Series. Any permissive right of the Trustee enumerated in this Trust Agreement
shall not be construed as a duty and shall be interpreted consistently with
the status of the Trust as a fixed investment trust.

            (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments
furnished to the Trustee which are specifically required to be furnished
pursuant to any provision of this Trust Agreement, shall examine them to
determine whether they conform to the requirements of this Trust Agreement. If
any such instrument is found not to conform to the requirements of this Trust
Agreement, the Trustee shall take action as it deems appropriate to have the
instrument corrected, and if the instrument is not corrected to the Trustee's
satisfaction, the Trustee will provide notice thereof to the Depositor and
Certificateholders.

            (c) No provision of this Trust Agreement shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act or its own misconduct; provided, however, that:




                                      46
<PAGE>

               (i) the duties and obligations of the Trustee shall be
            determined solely by the express provisions of this Trust
            Agreement, the Trustee shall not be liable except for the
            performance of such duties and obligations as are specifically set
            forth in this Trust Agreement, no implied covenants or obligations
            shall be read into this Trust Agreement against the Trustee and,
            in the absence of bad faith on the part of the Trustee, the
            Trustee may conclusively rely, as to the truth of the statements
            and the correctness of the opinions expressed therein, upon any
            certificates or opinions furnished to the Trustee that conform to
            the requirements of this Trust Agreement;

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

               (iii) the Trustee shall not be personally liable with respect
            to any action taken, suffered or omitted to be taken by it in good
            faith in accordance with the direction of Holders of the Required
            Percentage--Direction of Trustee of the aggregate Voting Rights of
            a given Series (or Class or group of Classes within such Series),
            as specified in the applicable Series Supplement relating to the
            time, method and place of conducting any proceeding for any remedy
            available to the Trustee, or exercising any trust or power
            conferred upon the Trustee, under this Trust Agreement;

               (iv) the Trustee shall not be required to expend or risk its
            own funds or otherwise incur financial liability in the
            performance of any of its duties hereunder or in the exercise of
            any of its rights or powers if there is reasonable ground for
            believing that the repayment of such funds or adequate indemnity
            against such risk or liability is not reasonably assured to it;

               (v) except for actions expressly authorized by this Trust
            Agreement, the Trustee shall take no actions reasonably likely to
            impair the interests of the Trust in any Underlying Security now
            existing or hereafter acquired or to impair the value of any
            Underlying Security now existing or hereafter acquired;

               (vi) except as expressly provided in this Trust Agreement, the
            Trustee shall have no power to vary the corpus of the Trust
            including by (A) accepting any substitute obligation or asset for
            a Underlying Security initially assigned to the Trustee under
            Section 2.01, (B) adding any other investment, obligation or
            security to the Trust or (C) withdrawing from the Trust any
            Underlying Securities, except that the Depositor may in its sole
            discretion authorize the Trustee to issue additional Certificates
            through the acquisition of additional Underlying Securities or
            other assets which are identical to the Underlying Securities
            originally acquired by the Trustee;

               (vii) in the event that the Paying Agent or the Certificate
            Registrar shall fail to perform any obligation, duty or agreement
            in the manner or on the day




                                      47
<PAGE>


            required to be performed by the Paying Agent or Certificate
            Registrar, as the case may be, under this Trust Agreement, the
            Trustee shall be obligated promptly upon its knowledge thereof to
            perform such obligation, duty or agreement in the manner so
            required;

               (viii) the Trustee shall not be liable to any Certificateholder
            for any action or non-action by it in reliance upon the advice of
            or information from legal counsel, accountants, any
            Certificateholder of a Certificate or any other person believed by
            it in good faith to be competent to give such advice or
            information, including, without limitation, the Calculation Agent,
            the Market Agent or the other party to this Trust Agreement. The
            Trustee may rely and shall be protected in acting upon any written
            notice, request, direction or other document believed by it to be
            genuine and to have been signed or presented by the proper party
            or parties;

               (ix) 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 any 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 which the terms of this Trust 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 Trust 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 Trust Agreement;

               (x) the Trustee shall be under no obligation whatsoever to
            appear in, prosecute or defend any action, suit or other
            proceeding in respect of any Underlying Securities;

               (xi) whenever in the administration of this Trust Agreement the
            Trustee shall deem it desirable that a matter be proved or
            established prior to taking, suffering or omitting any action
            hereunder, the Trustee (unless other evidence be herein
            specifically prescribed) may, in the absence of bad faith on its
            part, conclusively rely upon an Officers' Certificate; and

               (xii) the Trustee may consult with counsel of its selection and
            the advice of such counsel or any Opinion of Counsel shall be full
            and complete authorization and protection in respect of any action
            taken, suffered or omitted by it hereunder in reliance thereon,
            unless the Trustee's taking, suffering or omitting such action
            shall have been willful misconduct, in bad faith or negligent.

            (d) As promptly as practicable after, and in any event within 10
days after, the occurrence of any default (as such term is defined below)
hereunder with respect to any Class of Certificates, the Trustee shall
transmit by mail to the Depositor and the Holders of Certificates of such
Class, notice of such default hereunder known to the Trustee, unless such
default shall have




                                      48
<PAGE>

been cured or waived; provided, however, that, except in the case of a default
in the payment of the principal of or premium, if any, or interest on any
Underlying Security, the Trustee shall be protected in withholding such notice
if and so long as a trust committee of Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interests
of the Holders of the Certificates of such Class. For the purpose of this
Section, the term "default" means, with respect to any Class of Certificates,
any event that is, or after notice or lapse of time or both would become, an
Event of Default with respect to such Class of Certificates.

            (e) Within five (5) Business Days after the receipt by the Trustee
of a written application by any three or more Certificateholders stating that
the applicants desire to communicate with other Certificateholders with
respect to their rights under this Trust Agreement or under the Certificates,
and accompanied by a copy of the form of proxy or other communication which
such applicants propose to transmit, and by reasonable proof that each such
applicant has owned its Certificates for a period of at least six (6) months
preceding the date of such application, the Trustee shall, at its election,
either:

                    (i) afford to such applicants access to all information so
            furnished to or received by the Trustee; or

                    (ii) inform such applicants as to the approximate number
            of Certificateholders according to the most recent information
            so furnished to or received by the Trustee, and as to the
            approximate cost of mailing to such Certificateholders the form
            of proxy or other communication, if any, specified in such
            application.

      If the Trustee shall elect not to afford to such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to all such Certificateholders copies of the form of proxy or
other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of such
mailing.

            (f) Pursuant to Section 3.10 hereof, the Trustee shall prepare,
execute and file periodic reports, including any exhibits thereto, pursuant to
the Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder or other federal law. At least ten (10) Business Days prior to any
such filing, the Trustee shall distribute a copy thereof to the Depositor
which shall respond reasonably promptly to any inquiry of the Trustee as to
such filing.

            SECTION 7.02. Between Trustee and Sub-Administrative Agents. (a)
Unless otherwise provided in a Series Supplement, the Trustee may enter into
Sub-Administration Agreements with one or more Sub-Administrative Agents in
order to delegate certain of its administrative obligations with respect to a
related Series under this Trust Agreement to such Sub-Administrative Agents;
provided, however, that (i) such delegation shall not release the Trustee from
the duties, obligations, responsibilities or liabilities arising under this
Trust Agreement; (ii) the Rating Agency Condition shall have been satisfied
with respect to the entering into of any such agreement and (iii) such
agreements are consistent with the terms of these Standard Terms and, with
respect to Certificates of any Series, the related Series





                                      49
<PAGE>

Supplement. With respect to any Series (or Class within such Series) of
Certificates, each Sub-Administration Agreement shall impose on the
Sub-Administrative Agent requirements conforming to the provisions set forth
in Section 3.01 and provide for administration of the related Trust and all or
certain specified Underlying Securities for such Series consistent with the
terms of this Trust Agreement. Additional requirements relating to the scope
and contents of any Sub-Administration Agreement may be provided in the
applicable Series Supplement. The Trustee shall deliver to the Depositor
copies of all Sub-Administration Agreements which it enters into, and any
amendments or modifications thereof, promptly upon the Trustee's execution and
delivery of any such instruments.

            (b) The Trustee shall be entitled to terminate any
Sub-Administration Agreement which it enters into and the rights and
obligations of any Sub-Administrative Agent under any Sub-Administration
Agreement in accordance with the terms and conditions of any such
Sub-Administration Agreement. In the event of a termination of any
Sub-Administration Agreement, the Trustee shall simultaneously reassume direct
responsibility for all obligations delegated in such Sub-Administration
Agreement without any act or deed on the part of the applicable
Sub-Administrative Agent, the Trustee shall administer directly the related
Underlying Securities or shall enter into a Sub-Administration Agreement with
a successor Sub-Administrative Agent which so qualifies under this Section
7.02.

            (c) Unless otherwise provided in the applicable Series Supplement,
the termination events of the Sub-Administrative Agent with respect to any
given Series of certificates will consist of the following:

               (i) any failure by a Sub-Administrative Agent to remit to the
            Trustee any funds in respect of collections on the Deposited
            Assets and credit support, if any, as required under the Series
            Supplement or this Agreement, that continues unremedied for five
            days after the giving of written notice of such failure to the
            Sub-Administrative Agent by the Trustee or the Depositor, or to
            the Sub-Administrative Agent, the Depositor and the Trustee by the
            holders of such certificates evidencing not less than 25% of the
            Voting Rights;

               (ii) any failure by a Sub-Administrative Agent duly to observe
            or perform in any material respect any of its other covenants or
            obligations under the Series Supplement or this Agreement with
            respect to such Series which continues unremedied for thirty days
            after the giving of written notice of such failure to the
            Sub-Administrative Agent, the Depositor and the Trustee by the
            holders of such certificates evidencing not less than 25% of the
            Voting Rights; and

               (iii) specified events of insolvency, readjustment of debt,
            marshalling of assets and liabilities or similar proceedings and
            certain actions by or on behalf of a Sub-Administrative Agent
            indicating its insolvency or inability to pay its obligations.

            (d) Unless otherwise provided in the applicable Series
Supplements, in the event a Sub-Administrative Agent is administering one or
more Underlying Securities pursuant to a Sub-Administration Agreement, the
Sub-Administrative Agent shall be required



                                      50
<PAGE>

immediately to direct the Trustee to deposit into an Eligible Account
established by such Sub-Administrative Agent (a "Sub-Administration Account")
any amounts collected with respect thereto, and all such amounts shall be
deposited into the related Certificate Account not later than the Business Day
after receipt thereof.

            SECTION 7.03. Certain Matters Affecting the Trustee. (a) Except as
otherwise provided in this Article VII:

               (i) the Trustee may request and rely upon and shall be
            protected in acting or refraining from acting upon any resolution,
            Officer's Certificate, certificate of auditors or any other
            certificate, statement, instrument, opinion, report, notice,
            request, consent, order, appraisal, bond or other paper or
            document reasonably believed by it to be genuine and to have been
            signed or presented by the proper party or parties;

              (ii) the Trustee may consult with counsel and any Opinion of
            Counsel shall be full and complete authorization and protection in
            respect of any action taken or suffered or omitted by it hereunder
            in good faith and in accordance with such Opinion of Counsel;

              (iii) the Trustee shall be under no obligation to exercise any
            of the trusts or powers vested in it by this Trust Agreement or to
            institute, conduct or defend any litigation hereunder or in
            relation hereto, at the request, order or direction of any of the
            Certificateholders, pursuant to the provisions of this Trust
            Agreement, unless such Certificateholders shall have offered to
            the Trustee reasonable security or indemnity against the costs,
            expenses and liabilities which may be incurred therein or thereby;

              (iv) the Trustee shall not be personally liable for any action
            taken, suffered or omitted by it in good faith and believed by it
            to be authorized or within the discretion or rights or powers
            conferred upon it by this Trust Agreement;

               (v) the Trustee shall not be bound to make any investigation
            into the facts of matters stated in any resolution, certificate,
            statement, instrument, opinion, report, notice, request, consent,
            order, appraisal, approval, bond or other paper or document
            believed by it to be genuine, unless requested in writing to do so
            by Holders of the Required Percentage -- Direction of Trustee of
            the aggregate Voting Rights of the affected Series (or Class or
            Classes within any such Series), as specified by the applicable
            Series Supplement; provided, however, that if the payment within a
            reasonable time to the Trustee of the costs, expenses or
            liabilities likely to be incurred by it in the making of such
            investigation is, in the opinion of the Trustee, not reasonably
            assured to the Trustee by the security afforded to it by the terms
            of this Trust Agreement, the Trustee may require reasonable
            indemnity against such expense or liability as a condition to
            taking any such action;




                                      51
<PAGE>

               (vi) the Trustee may execute any of the trusts or powers
            hereunder or perform any duties hereunder either directly or by or
            through agents or attorneys or a custodian; and

               (vii) the Trustee shall not be personally liable for any loss
            resulting from the investment of funds held in any Certificate
            Account or Reserve Account at the direction of the Depositor
            pursuant to Section 3.05.

            (b) All rights of action under this Trust Agreement or under any
of the Certificates, enforceable by the Trustee, may be enforced by it without
the possession of any of the Certificates of any Series (or Class within such
Series), or the production thereof at the trial or other Proceeding relating
thereto, and any such suit, action or proceeding instituted by the Trustee
shall be brought in its name for the benefit of all the Holders of such
Certificates, subject to the provisions of this Trust Agreement.

            SECTION 7.04. Trustee Not Liable for Recitals in Certificates or
Underlying Securities. The Trustee assumes no responsibility for the
correctness of the recitals contained herein and in the Certificates or in any
document issued in connection with the sale of the Certificates (other than
the signature and authentication on the Certificates). Except as set forth in
Section 7.11, the Trustee makes no representations or warranties as to the
validity or sufficiency of this Trust Agreement or of the Certificates of any
Series (other than the signature and authentication on the Certificates) or of
any Underlying Security or related document. The Trustee shall not be
accountable for the use or application by the Depositor, of any of the
Certificates or of the proceeds of such Certificates.

            SECTION 7.05. Trustee May Own Certificates. The Trustee in its
individual capacity or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee;
provided, however, that in determining whether the required percentage of
aggregate Voting Rights shall have consented to any action hereunder requiring
the consent of the Certificateholders, the Trustee's interest shall be
excluded.

            SECTION 7.06. Trustee's Fees and Expenses. (a) The applicable
Series Supplement shall specify the amount and circumstances of the Trustee's
compensation and the source thereof.

            (b) If the Prepaid Ordinary Expenses set forth in the Series
Supplement is greater than zero, the Trustee acknowledges that the Depositor
has paid to the Trustee an amount equal to the Prepaid Ordinary Expenses, and
the Trustee agrees that the payment of such amount shall constitute full and
final satisfaction of and payment for all Ordinary Expenses.

            (c) If the Prepaid Ordinary Expenses set forth in the Series
Supplement is zero, the Series Supplement may indicate that Ordinary Expenses
will be paid for by the Trust, in which case the Trustee shall be paid on a
periodic basis by the Trust or from the Retained Interest at the rate or
amount and on the terms provided for in the Series Supplement. The Trustee
agrees that its right to receive such payments from the Trust shall constitute
full and final satisfaction of and payment for all Ordinary Expenses and that
the Trustee shall have no claim on payment of Ordinary Expenses from any other
source, including the Depositor.



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<PAGE>

            (d) If the Prepaid Ordinary Expenses set forth in the Series
Supplement is zero, the Series Supplement may provide that the Depositor shall
pay to the Trustee from time to time a fee for its services and expenses as
Trustee as set forth in the Series Supplement payable at the times set forth
therein. The Trustee agrees that its right to receive such payments from the
Depositor shall constitute full and final satisfaction of and payment for all
Ordinary Expenses and that the Trustee shall have no claim for payment of
Ordinary Expenses from the Trust. The Trustee further agrees that,
notwithstanding any failure by the Depositor to make such periodic payments of
the Ordinary Expenses, the Trustee shall continue to perform its obligations
under this Trust Agreement. The Depositor's obligations to pay Ordinary
Expenses under this Trust Agreement shall be extinguished and of no further
effect upon the payment of Ordinary Expenses due and owing on the termination
of the Trust pursuant to Section 9.01 hereof.

            (e) Subject to subsection 7.06(f), all Extraordinary Trust
Expenses, to the extent not paid by a third party are, and shall be,
obligations of the Trust and when due and payable shall be satisfied solely by
the Trust.

            (f) The Trustee shall not take any action, including appearing in,
instituting or conducting any action or suit hereunder or in relation hereto,
which is not indemnifiable under Section 7.12 hereof which, in the Trustee's
opinion, would or might cause it to incur costs, expenses or liabilities that
are Extraordinary Trust Expenses unless (i) the Trustee is satisfied that it
will have adequate security or indemnity in respect of such costs, expenses
and liabilities, (ii) the Trustee has been instructed to do so by
Certificateholders representing not less than the Required
Percentage--Remedies of the aggregate principal amount of Certificates then
outstanding, and (iii) the Certificateholders, pursuant to the instructions
given under clause (ii) above, have agreed that such costs, expenses or
liabilities shall either be (x) paid by the Trustee from the Trust, in the
case of a vote of 100% of the aggregate principal amount of Certificates then
outstanding, or (y) paid by the Trustee (which payment shall be made out of
its own funds and not from monies on deposit in the Trust) in which case the
Trustee shall be entitled to receive, upon demand, reimbursement from those
Certificateholders who have agreed to bear the entire amount of such costs,
expenses or liabilities, on a pro rata basis among such Certificateholders.

            SECTION 7.07. Eligibility Requirements for Trustee. The Trustee
hereunder shall at all times be a corporation or an association which is not
an Affiliate of the Depositor, the Underlying Securities Issuer or the Credit
Support Provider (but may have normal banking relationships with such parties
and their Affiliates) organized and doing business under the laws of any State
or the United States, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
corporation or association (or its parent) publishes reports of conditions at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation or association shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of conditions so published. Such corporation or association (or its
parent) must be rated in one of the four highest rating categories by the
Rating Agency. In the event that at any time such Trustee shall cease to be
eligible in accordance with the provisions of this Section, such Trustee shall
resign immediately in the manner and with the effect specified in Section
7.08.



                                      53
<PAGE>

            SECTION 7.08. Resignation or Removal of the Trustee; Appointment
of Successor Trustee. (a) The Trustee may at any time resign as Trustee
hereunder by written notice of its election so to do, delivered to the
Depositor and each Rating Agency, and such resignation shall take effect upon
the appointment of a successor Trustee and its acceptance of such appointment
as hereinafter provided; provided, however, that in the event of such
resignation, the Trustee shall (a) assist the Depositor in finding a successor
Trustee acceptable to the Depositor and (b) negotiate in good faith concerning
any prepaid but unaccrued fees.

            (b) The Depositor or Holders of the Required Percentage--Removal
of Trustee of Certificates may at any time remove the Trustee as Trustee
hereunder by written notice delivered to the Trustee and each Rating Agency in
the manner provided in Section 10.04 hereof, and such removal shall take
effect upon the appointment of the successor trustee and its acceptance of
such appointment as provided in the succeeding paragraph; provided, however,
that in the event of such removal, the Depositor shall negotiate in good faith
with the Trustee in order to agree regarding payment of the termination costs
of the Trustee resulting from such removal.

            (c) Upon the designation of a successor Trustee, following either
resignation or removal of the Trustee, the Trustee shall deliver to the
successor Trustee all records relating to the Certificates in the form and
manner then maintained by the Trustee, which shall include a hard copy thereof
upon written request of the successor Trustee.

            (d) If at any time the Trustee shall become incapable of acting or
shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of
its property shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property of affairs for the purpose of
rehabilitation, conservation or liquidation, the Depositor shall petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee. In the event the Trustee resigns or is
removed, the Trustee shall reimburse the Depositor for any fees or charges
previously paid to the Trustee in respect of duties not yet performed under
this Trust Agreement which remain to be performed by a successor Trustee.

            (e) In case at any time the Trustee acting hereunder notifies the
Depositor that it elects to resign or the Depositor or Holders of the Required
Percentage--Removal of Trustee of Certificates notifies or notify the Trustee
that it or they elects or elect to remove the Trustee as Trustee, the
Depositor shall, within ninety (90) days after the delivery of the notice of
resignation or removal, appoint a successor Trustee, which shall satisfy the
requirements for a trustee under Section 7.07. If no successor Trustee has
been appointed within 90 days after the Trustee has given written notice of
its election to resign or the Depositor or Holders of the Required
Percentage--Removal of Trustee of Certificates have given written notice to
the Trustee of its or their election to remove the Trustee, as the case may
be, the Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee. Every successor Trustee shall execute and
deliver to its predecessor and to the Depositor an instrument in writing
accepting its appointment hereunder, and thereupon such successor Trustee,
without any further act or deed, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor and for all purposes
shall be the Trustee under this Trust Agreement, and such predecessor, upon
payment of all sums due it and on the written request of the Depositor, shall
execute and deliver an instrument transferring to such successor all rights,
obligations and powers of such




                                      54
<PAGE>

predecessor hereunder, and shall duly assign, transfer and deliver all right,
title and interest in the Underlying Securities and parts thereof to such
successor Trustee. Any successor Trustee shall promptly give notice of its
appointment to the Certificateholders of Certificates for which it is
successor Trustee in the manner provided in Section 10.04 hereof.

            (f) Any corporation into or with which the Trustee may be merged,
consolidated or converted shall be the successor of such Trustee without the
execution or filing of any document or any further act.

            SECTION 7.09. Merger or Consolidation of Trustee. Any corporation
or association into which the Trustee may be merged or converted or with which
it may be consolidated or any corporation or association resulting from any
merger, conversion or consolidation to which the Trustee shall be party, or
any corporation or association succeeding to the trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or association shall be eligible under the provisions of Section
7.07, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding.

            SECTION 7.10. Appointment of Office or Agency. As specified in a
Series Supplement, the Trustee shall appoint an office or agency in the City
of New York where the Certificates may be surrendered for registration of
transfer or exchange, and presented for the final distribution with respect
thereto, and where notices and demands to or upon the Trustee in respect of
the Certificates of the related Series and this Trust Agreement may be served.

            SECTION 7.11. Representations and Warranties of Trustee. The
Trustee represents and warrants that:

               (i) the Trustee is duly organized, validly existing and in good
            standing under the laws of its jurisdiction of incorporation or
            association;

               (ii) neither the execution nor the delivery by the Trustee of
            this Trust Agreement, nor the consummation by it of the
            transactions contemplated hereby nor compliance by it with any of
            the terms or provisions hereof will contravene any Federal or New
            York law, governmental rule or regulation governing the banking or
            trust powers of the Trustee or any judgment or order binding on
            it, or violate its charter documents or by-laws or constitute a
            default under (or an event which, without notice or lapse of time
            or both, would constitute a default) under, or result in the
            breach or acceleration of any material contract, indenture,
            mortgage, agreement or instrument to which it is a party or by
            which any of its properties may be bound;

               (iii) the Trustee has full power, authority and right to
            execute, deliver and perform its duties and obligations as set
            forth herein and in each Series Supplement to which it is a party
            and has taken all necessary action to authorize the execution,
            delivery and performance by it of this Trust Agreement;

               (iv) this Trust Agreement has been duly executed and delivered
            by the Trustee and constitutes the legal, valid and binding
            obligation of the Trustee,




                                      55
<PAGE>

            enforceable in accordance with its terms, except as enforcement
            may be limited by the applicable bankruptcy, insolvency,
            reorganization, moratorium or similar laws affecting the rights of
            creditors generally and general principles of equity (regardless
            of whether such enforceability is considered in a proceeding in
            equity or at law);

               (v) the Trustee is not in violation, and the execution and
            delivery of the Trust Agreement by the Trustee and its performance
            and compliance with the terms thereof will not constitute a
            violation, of any order or decree of any court or any order or
            regulation of any federal, state, municipal or governmental agency
            having jurisdiction over the Trustee or its properties, which
            violation would reasonably be expected to have a material adverse
            effect on the condition (financial or otherwise) or operations of
            the Trustee or its properties or on the performance of its duties
            hereunder;

              (vi) there are no actions or proceedings against, or
            investigations of, the Trustee pending, or, to the knowledge of
            the Trustee, threatened, before any court, administrative agency
            or other tribunal (A) that could reasonably be expected to
            prohibit its entering into the Trust Agreement, (B) seeking to
            prevent the issuance of the Certificates contemplated by the Trust
            Agreement or (C) that could reasonably affect the performance by
            the Trustee of its obligations under, or the validity or
            enforceability against the Trustee of, the Trust Agreement; and

              (vii) no consent, approval, authorization or order of any
            court, governmental agency or body is required for the execution,
            delivery and performance by the Trustee of, or compliance by the
            Trustee with, the Trust Agreement, or for the consummation of the
            transactions contemplated by the Trust Agreement, except for such
            consents, approvals, authorizations and orders, if any, that have
            been obtained prior to the Closing Date.

      The representations and warranties of the Trustee set forth in this
Section 7.11 shall survive the receipt of Underlying Securities by the Trustee
and shall survive the delivery of the Trust Agreement by the Trustee to the
Depositor.

            SECTION 7.12. Indemnification of Trustee by the Depositor;
Contribution. (a) The Depositor agrees, to the extent the Trustee is not
reimbursed pursuant to Section 7.06 hereof, to indemnify the Trustee against,
and hold it harmless from, any loss, expense or liability incurred in
connection with any legal action relating to this Trust Agreement or the
Certificates or the performance of any of the Trustee's duties hereunder,
other than any loss, liability or expense (i) that constitutes a specific
liability of the Trustee under this Trust Agreement or (ii) incurred by reason
of willful misfeasance, bad faith or negligence in the performance of the
Trustee's duties hereunder or by reason of reckless disregard of the Trustee's
obligations and duties hereunder or as a result of a breach of the Trustee's
obligations and duties hereunder.

            (b) If the indemnification provided for in the preceding paragraph
is invalid or unenforceable in accordance with its terms, then the Depositor
shall contribute to the amount paid or payable by the Trustee as a result of
such liability in such proportion as is appropriate to




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<PAGE>

reflect the relative benefits received by the Depositor on one hand and the
Trustee as Trustee on the other hand. For this purpose (i) the benefits
received by the Depositor shall be the aggregate amount received by it upon
the sale of such Certificates, less the costs and expenses of such sale,
including the cost of acquisition of the Underlying Securities or parts
thereof evidenced thereby, and (ii) the benefits received by the Trustee as
Trustee shall be the aggregate amount of fees received by it as Trustee, less
costs and expenses incurred by it as Trustee in relation to such Certificates.
If, however, the allocation provided by the immediately preceding two
sentences is not permitted by applicable law, then the Depositor shall
contribute to such amount paid or payable by the Trustee in such proportion as
is appropriate to reflect not only such relative benefits but also the
relative fault of the Depositor on the one hand and the Trustee on the other
in connection with the actions or omissions which resulted in such liability,
as well as any other relevant equitable considerations.

            (c) In case any claim shall be made or action brought against the
Trustee for any reason for which indemnity may be sought against the Depositor
as provided above, the Trustee shall promptly notify the Depositor in writing
setting forth the particulars of such claim or action and the Depositor may
assume the defense thereof. In the event that the Depositor assumes the
defense, the Trustee shall have the right to retain separate counsel in any
such action but shall bear the fees and expenses of such counsel unless (i)
the Depositor shall have specifically authorized the retaining of such counsel
or (ii) the parties to such suit include the Trustee and the Depositor, and
the Trustee has been advised in writing by such counsel that one or more legal
defenses may be available to it which may not be available to the Depositor,
in which case the Depositor shall not be entitled to assume the defense of
such suit notwithstanding its obligation to bear the reasonable fees and
expenses of such counsel.

            (d) The term "liability," as used in this Section 7.12, shall
include any losses, claims, damages, expenses (including without limitation
the Trustee's reasonable costs and expenses) in defending itself against any
losses, claims or investigations of any nature whatsoever.

            (e) The obligations of the Depositor under this Section 7.12 shall
be in addition to any liability which the Depositor may otherwise have and
shall extend, upon the same terms and conditions, to each officer and director
of the Trustee, and to each person, if any, who controls the Trustee within
the meaning of the Exchange Act.

            (f) Notwithstanding anything to the contrary contained in this
Section 7.12, the Depositor shall not be liable for settlement of any such
claim by the Trustee entered into without the prior written consent of the
Depositor, which consent shall not be unreasonably withheld.

            (g) The indemnity provided in this Section shall survive the
termination or discharge of this Trust Agreement.

            SECTION 7.13. Indemnification of Depositor by Trustee. The
Trustee, in its individual capacity and not from the assets of the Trust,
shall indemnify the Depositor and any successor trustee against any losses,
claims, damages, expenses (including without limitation the Depositor's costs
and expenses in defending itself against any losses, claims or investigations
of




                                      57
<PAGE>

any nature whatsoever) or other liabilities, joint or several, which may
arise out of acts performed or omitted by the Trustee or its agents due to its
or their negligence, bad faith or willful misconduct.

            SECTION 7.14. No Liability of the Trustee with Respect to the
Underlying Securities; Certificateholders to Proceed Directly Against the
Issuer(s). (a) The Trustee shall not have any obligation on or with respect to
the Underlying Securities except as provided in Sections 5.17 and 5.18 or
otherwise provided herein.

            (b) The Trustee is not authorized to proceed against the Issuer of
any Underlying Security in the event of an Event of Default or to assert the
rights and privileges of Certificateholders of Certificates and has no duty in
respect thereof except as provided in Sections 5.17 and 5.18 or otherwise
provided herein.

            SECTION 7.15. The Depositor To Furnish Trustee with Names and
Addresses of Certificateholders. The Depositor will furnish to the Trustee
within 15 days after each Record Date with respect to any Distribution Date,
and at such other times as the Trustee may request in writing, within 30 days
after receipt by the Depositor of any such request, a list, in such form as
the Trustee may reasonably require, of all information in the possession or
control of the Depositor as to the names and addresses of the
Certificateholders, in each case as of a date not more than 15 days prior to
the time such list is furnished; provided, however, that so long as the
Trustee is the sole Certificate Registrar, no such list need be furnished.

            SECTION 7.16. Preservation of Information. The Trustee shall
preserve, in as current a form as is reasonably practicable, the names and
addresses of Certificateholders contained in the most recent list furnished to
the Trustee as provided in Section 7.15, and the names and addresses of
Certificateholders received by the Trustee in its capacity as Certificate
Registrar, if so acting. The Trustee may destroy any list furnished to it as
provided in Section 7.15, upon receipt of a new list so furnished.

            SECTION 7.17. Trustee's Application for Instructions from the
Depositor. Any application by the Trustee for written instructions from the
Depositor may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Trust Agreement and
the date on and/or after which such action shall be taken or such omission
shall be effective, if, but only if, the obligations of the Trustee with
respect to such proposed action or omission are not set forth reasonably
clearly in these Standard Terms and the related Series Supplement. The Trustee
shall not be liable for any action taken by, or omission of, the Trustee in
accordance with a proposal included in such application on or after the date
specified in such application (which date shall not be less than ten (10)
Business Days after the date an officer of the Depositor actually receives
such application, unless any such officer shall have consented in writing to
any earlier date) unless, prior to taking any such action (or the effective
date in the case of an omission), the Trustee shall have received written
instructions in response to such application specifying the action to be taken
or omitted; provided, however, that this provision shall not protect the
Trustee from liability for any action or omission constituting willful
misconduct, bad faith or negligence.





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                                 ARTICLE VIII

                                 Market Agent

            SECTION 8.01. Market Agent. If specified for a specific Series, on
the Closing Date the Trustee shall enter into a Market Agent Agreement with
ABN AMRO [Incorporated], as the initial Market Agent, in the form attached to
the related Series Supplement. The Market Agent shall serve as such under the
terms and provisions hereof and of the Market Agent Agreement. The Market
Agent, including any successor appointed pursuant hereto, shall be a member of
the NASD (formerly, the National Association of Securities Dealers, Inc.),
have capitalization of at least $25,000,000, and be authorized by law to
perform all the duties imposed upon it by this Trust Agreement and the Market
Agent Agreement. The Market Agent may be removed at any time by the Trustee,
acting at the direction of the Depositor; provided, however, that such removal
shall not take effect until the appointment of a successor Market Agent. The
Market Agent may resign upon 30 days' written notice delivered to the Trustee.
The Trustee shall use its best efforts to appoint a successor Market Agent
that is a qualified institution, effective as of the effectiveness of any such
resignation or removal.

                                  ARTICLE IX

                                  Termination

            SECTION 9.01. Termination upon Liquidation of All Underlying
Securities. (a) The respective obligations and responsibilities under this
Trust Agreement of the Depositor, and the Trustee (other than the obligations
of the Trustee to make distributions to Holders of the Certificates of any
given Series as hereafter set forth and to provide information reports and
information tax reporting) shall terminate upon the distribution to such
Holders of all amounts held in all the Accounts for such Series and required
to be paid to such Holders pursuant to this Trust Agreement on the
Distribution Date coinciding with the final payment on or other liquidation
(which may include redemption or other purchase thereof by the applicable
Issuer) (or any Advance with respect thereto) of the last Underlying Security
remaining in the Trust for such Series or the disposition of all property
acquired upon liquidation of any such Underlying Security; provided, however,
that in no event shall the Trust created hereby continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph
P. Kennedy, the late ambassador of the United States to the Court of St.
James, living on the date hereof.

            (b) Written notice of any termination shall be provided as set
forth in Section 10.04.

            (c) Upon presentation and surrender of the Certificates by the
Certificateholders to the Trustee at the locations specified in Section 5.05
on the Final Scheduled Distribution Date or the Distribution Date coinciding
with or next following the earlier to occur of the occurrences specified in
9.01(a), with respect to the applicable Series of Certificates, the Trustee
shall, upon its cancellation of each surrendered Certificate, distribute to
each Holder presenting and surrendering its Certificates (i) the amount
otherwise distributable on such Distribution Date in accordance with Section
4.01 in respect of the Certificates so presented and




                                      59
<PAGE>

surrendered, or (ii) as specified in the applicable Series Supplement, if in
connection with the Trustee's sale of all the remaining Underlying Securities.
Any funds not distributed on such Distribution Date shall be set aside and
held in trust for the benefit of Certificateholders not presenting and
surrendering their Certificates in the aforesaid manner, and shall be disposed
of in accordance with this Section 9.01 and Section 4.01 hereof. Immediately
following the deposit of funds in trust hereunder, the Trust for such Series
shall terminate.

                                   ARTICLE X

                           Miscellaneous Provisions

            SECTION 10.01. Amendment. (a) This Trust Agreement may be amended
from time to time by the Depositor and the Trustee without the consent of any
of the Certificateholders for any of the following purposes: (i) to cure any
ambiguity; (ii) to correct or supplement any provision therein which may be
inconsistent with any other provision therein or in the Series Supplement;
(iii) to correct or supplement any provision herein which may be defective or
inconsistent with any other provision herein or in the applicable Series
Supplement; (iv) to add or supplement any credit support for the benefit of
any certificateholders (provided that if any such addition affects any series
or class of certificateholders differently than any other series or class of
certificateholders, then such addition will not, as evidenced by an opinion of
counsel, have a material adverse effect on the interests of any affected
series or class of certificateholders; (v) to add to the covenants,
restrictions or obligations of the Depositor, the Sub-Administrative Agent, if
any, or the Trustee for the benefit of the certificateholders; (vi) to add,
change or eliminate any other provisions with respect to matters or questions
arising under such Trust Agreement so long as (x) any such addition, change or
elimination will not, as evidenced by an opinion of counsel, affect the tax
status of the Trust or result in a sale or exchange of any certificate for tax
purposes and (y) the Trustee has received written confirmation from each
rating agency rating such certificates that such amendment will not cause such
rating agency to qualify, reduce or withdraw the then current rating thereof;
or (vii) to comply with any requirements imposed by the Code.

            (b) Without limiting the generality of the foregoing, with respect
to any Series, unless otherwise specified in a related Series Supplement, this
Trust Agreement may also be modified or amended from time to time by the
Depositor and the Trustee with the consent of the Holders of Certificates
representing the Required Percentage-Amendment of the aggregate Voting Rights
of those Certificates to which such modification or amendment relates for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Trust Agreement or of modifying in any manner
the rights of the Holders of Certificates; provided, however, that, unless
otherwise specified in Section 7.14 or otherwise in a related Series
Supplement, no such amendment shall (i) reduce in any manner the amount of, or
delay the timing of, payments received on Underlying Securities which are
required to be distributed on any Certificate without the consent of the
Holders of such Certificates, (ii) adversely affect in any material respect
the interests of the Holders of any Series (or Class within such Series) of
Certificates in a manner other than as described in (i), without the consent
of the Holders of Certificates of such Series or Class evidencing not less
than the Required Percentage-- Amendment of the aggregate Voting Rights of
such Series or Class or (iii) reduce




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<PAGE>

the percentage of aggregate Voting Rights required by (ii), as described in
(ii), without the consent of the Holders of all Certificates of such Series or
Class then Outstanding.

            Notwithstanding any other provision of this Trust Agreement, for
purposes of the giving or withholding of consents pursuant to this Section
10.01, Certificates registered in the name of the Depositor or the Trustee or
any Affiliate thereof shall be entitled to Voting Rights with respect to
matters affecting such Certificates; and provided, further, that in the event
the Rating Agency Condition is not satisfied with respect to such modification
or amendment, the Required Percentage--Amendment shall be increased to require
an aggregate percentage of the aggregate Voting Rights in the amount specified
in the applicable Series Supplement. Notwithstanding any other provision of
this Trust Agreement, this Section 10.02(b) shall not be amended without the
unanimous consent of the Holders of all such Certificates.

            (c) Promptly after the execution of any such amendment or
modification, the Trustee shall furnish a copy of such amendment or
modification to each Certificateholder of the affected Series or Class and to
the Rating Agency. It shall not be necessary for the consent of
Certificateholders under this Section to approve the particular form of any
proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.

            SECTION 10.02. Limitation on Rights of Certificateholders. (a) The
death or incapacity of any Certificateholder shall not operate to terminate
this Trust Agreement or the Trust, nor 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 the applicable Trust,
nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.

            (b) No Certificateholder of a given Series shall have any right to
vote (except as expressly provided for herein) or in any manner otherwise
control the operation and management of any Trust, or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the terms
of the Certificates, be construed so as to constitute the Certificateholders
from time to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken by the parties to this Trust Agreement pursuant to any provision
hereof.

            (c) No Certificateholder of a given Series shall have any right by
virtue of any provision of this Trust Agreement to institute any suit, action
or proceeding in equity or at law upon or under or with respect to this Trust
Agreement, unless (i) such Holder previously shall have given to the Trustee a
written notice of breach and of the continuance thereof, (ii) the Holders of
Certificates of such Series evidencing not less than the Required
Percentage--Remedies of the aggregate Voting Rights of such Series shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby, (iii) the Trustee,
for 15 days after its receipt of such notice, request and offer of indemnity,
shall have neglected or refused to institute any such action, suit or
proceeding, and (iv) no direction inconsistent with such written request




                                      61
<PAGE>

has been given to the Trustee during such 15-day period by Certificateholders
evidencing not less than the Required Percentage--Remedies of the aggregate
Voting Rights of such Series. It is understood and agreed that the Trustee
shall not be obligated to make any investigation of matters arising under this
Trust Agreement or to institute, conduct or defend any litigation hereunder or
in relation hereto at the request, order or direction of any
Certificateholders unless such Certificateholders have offered to the Trustee
the reasonable security or indemnity referred to above. It is further
understood and agreed, and expressly covenanted by each Certificateholder of
each Series with every other Certificateholder of such Series and the Trustee,
that no one or more Holders of Certificates of such Series shall have any
right in any manner whatever by virtue of any provision of this Trust
Agreement to affect, disturb or prejudice the rights of the Holders of any
other of the Certificates of such Series, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Trust Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders of such Series.
For the protection and enforcement of the provisions of this Section, each and
every Certificateholder and the Trustee shall be entitled to such relief as
can be given either at law or in equity.

            SECTION 10.03. GOVERNING LAW. THIS TRUST AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY IN THE STATE OF NEW
YORK AND WITHOUT GIVING EFFECT TO SUCH STATE'S PRINCIPLES OF CONFLICTS OF LAW
TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD
BE REQUIRED THEREBY, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

            SECTION 10.04. Notices. (a) All directions, demands and notices
hereunder shall be in writing and shall be delivered as set forth in the
applicable Series Supplement.

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

            (c) Any and all notices to be given to the Depositor shall be
deemed to have been duly given if sent by facsimile transmission to the
Depositor at [o], New York New York [o], Attention: [o], through facsimile
transmission number (212) [o], telephone confirmation number (212) [o]. The
Depositor may change this information by written notice to the Trustee.

            (d) Any and all notices to be given to the Trustee shall be deemed
to have been duly given if sent by facsimile transmission to the Trustee at
[o], New York, New York [o], Attention: [o], through facsimile transmission
number (212) [o], telephone confirmation number (212) [o]. The Trustee may
change this information by notice to the Depositor.



                                      62
<PAGE>

            (e) Any and all notices to be given to the Swap Counterparty, if
any, will be specified in the Series Supplement.

            SECTION 10.05. Notice to Rating Agencies. (a) The Trustee shall
use its best efforts promptly to provide notice to each Rating Agency with
respect to each of the following:

               (i) any change or amendment to this Trust Agreement;

              (ii) the resignation or termination of the Trustee;

             (iii) the final payment to Holders of the Certificates of any
            Class;

              (iv) any change in the location of the Certificate Account; and

               (v) any event that would result in the inability of the Trustee
            to make Advances.

            (b) In addition, the Trustee shall promptly furnish to each Rating
Agency copies of each report to Certificateholders described in Section 4.03.

            (c) Any such notice pursuant to this Section shall be in writing
and shall be deemed to have been duly given if personally delivered or mailed
by first class mail, postage prepaid, or by express delivery service to each
Rating Agency at the address specified below or in the applicable Series
Supplement.

            (d) (i) Any and all notices to be given to Moody's shall be deemed
to have been duly given if sent by facsimile transmission to Moody's at
Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007,
Attention: [o], facsimile transmission number (212) 553-[o], telephone
confirmation number (212) 553-[o]. Moody's may change this information by
notice to the Depositor and the Trustee.

                    (ii) Any and all notices to be given to S&P shall be
            deemed to have been duly given if sent by facsimile
            transmission to S&P at Standard & Poor's, a division of The
            McGraw-Hill Companies, Inc. 55 Water Street, New York, New
            York, 10041, Attention: [o], facsimile transmission number
            (212) 438-[o], telephone confirmation number (212) 438-[o]. S&P
            may change this information by notice to the Depositor and the
            Trustee.

            SECTION 10.06. Severability of Provisions. If any one or more of
the covenants, agreements, provisions or terms of this Trust 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 Trust Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Trust
Agreement or of the Certificates or the rights of the Holders thereof.

            SECTION 10.07. Grant of Security Interest. (a) It is the express
intent of the parties hereto that each conveyance of any Underlying Securities
by the Depositor to the Trustee




                                      63
<PAGE>

be, and be construed as, a sale of the Underlying Securities by the Depositor
and not a pledge of any 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, (x) 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
(y)(1) this Trust Agreement shall also be deemed to be a security agreement
within the meaning of Articles 8 and 9 of the Uniform Commercial Code as in
effect from time to time in the State of New York, or such other State as may
be specified in the related Series Supplement; (2) the conveyance provided for
in Section 2.01 hereof 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 applicable Certificate Account,
whether in the form of cash, instruments, securities or other property; (3)
the obligations secured by such security agreement shall be deemed to be all
the Depositor's obligations under this Trust Agreement, including the
obligation to provide to the Certificateholders the benefits of this Trust
Agreement relating to such Underlying Securities and the applicable Trust; and
(4) notifications to persons holding such property, and acknowledgements,
receipts or confirmations from persons holding such property, shall be deemed
notifications to, or 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.

            Accordingly, the Depositor hereby grants to the Trustee a security
interest in the Underlying Securities and all other property described in
clause (y)(2) of the preceding paragraph, for the purpose of securing to the
Trustee the performance by the Depositor of the obligations described in
clause (y)(3) of the preceding paragraph. Notwithstanding the foregoing, the
parties hereto intend the Grant pursuant to Section 2.01 to be a true,
absolute and unconditional sale of the Underlying Securities and assets
constituting the applicable Trust by the Depositor to the Trustee.

            (c) The Depositor and the Trustee shall to the extent consistent
with this Trust Agreement, take such actions as may be necessary to ensure
that, if this Trust Agreement were deemed to create a security interest in the
Underlying Securities, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such for so long as any of the Underlying Securities remain
outstanding. Without limiting the generality of the foregoing, the Trustee
shall file, or shall cause to be filed, all filings necessary to maintain the
effectiveness of any original filings necessary under the Uniform Commercial
Code as in effect in any jurisdiction to perfect the Trustee's security
interest in or lien on the Underlying Securities, including (x) continuation
statements and (y) such other statements as may be occasioned by (1) any
change of name of the Depositor or the Trustee, (2) any change of location of
the place of business or the chief executive office of the Depositor or (3)
any transfer of any interest of the Depositor in any Underlying Security.





                                      64
<PAGE>

            SECTION 10.08. Nonpetition Covenant. Notwithstanding any prior
termination of this Trust Agreement, each of the Trustee (including any
Sub-Administrative Agent, Authenticating Agent, Calculation Agent, or Paying
Agent), the Depositor and each Certificateholder agrees that it shall not,
until the date which is one year and one day after the termination of the
Trust acquiesce, petition or otherwise invoke or cause the Trust to invoke the
process of the United States of America, any State or other political
subdivision thereof or any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government for the
purpose of commencing or sustaining a case by or against the Trust under a
Federal or state bankruptcy, insolvency or similar law or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Trust or all or any part of the property or assets of
the Trust or ordering the winding up or liquidation of the affairs of the
Trust.

            SECTION 10.09. No Recourse. Neither the Trustee (including any
Sub-Administrative Agent, Authenticating Agent, Calculation Agent, or Paying
Agent) nor the Depositor shall have any recourse to the Underlying Securities,
except for as specifically provided in the related Series Supplement.

            SECTION 10.10. Article and Section References. All article and
section references used in these Standard Terms, unless otherwise provided,
are to articles and sections in these Standard Terms.

            SECTION 10.11. Counterparts. These Standard Terms may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute one and
the same instrument.

            SECTION 10.12. Segregation Provisions.

            (a) Each Trust established hereunder is a legal entity separate
and apart from each other Trust established by the Depositor under this
Agreement or otherwise.

            (b) Pursuant to Section 2.01 hereof, each Trust will issue only
one Series of securities, unambiguously identified with the Underlying
Securities unambiguously identified on a series-by-series basis in the Basic
Documents, and the Underlying Securities will be held separate and apart from
the Underlying Securities relating to any other Series and separate and apart
from any property backing any other securities caused to be issued by the
Depositor.

            (c) Any swap transaction entered into by a Trust for a Series will
be separate from any other swap transaction for any other Series.

            (d) A first priority ownership or, pursuant to Section 10.07
hereof, security interest shall be created and perfected over all of the
Underlying Securities with respect to each Series and it shall be enforceable
notwithstanding the related Trust's insolvency.

            (e) The certificateholders of each Series shall have recourse
solely to the Underlying Securities deposited in the Trust issuing such
Series, and not to any Underlying Securities or other property deposited in
any other Trust. If the foregoing provisions of this paragraph 10.13(e) are
unenforceable for any reason, or for any reason notwithstanding such



                                      65
<PAGE>

provisions any certificateholder with respect to a Series issued by a Trust is
deemed to have an interest in the assets of a different Trust (the
"Non-Issuing Trust") such interest shall be subordinate to the interest of the
holders of Certificates issued by the Non-Issuing Trust. Such
Certificateholders are deemed to agree that the preceding sentence constitutes
a subordination agreement for purposes of Section 510(a) of the Bankruptcy
Code. Creditors of the Depositor, and claimants with respect to trusts
established pursuant to other instruments, shall have no recourse with respect
to the assets of any Trust established hereunder.

            (f) Except as provided in Section 10.02(b) hereof, only the
Trustee shall be entitled to exercise remedies on behalf of the
certificateholders in accordance with the related Series Supplement.

            (g) Any difference between the amount realized from the Underlying
Securities upon enforcement of the Underlying Securities and the amount that
otherwise would have been due pursuant to the related Series Supplement will
not constitute a claim against the related Trust any other Trust, the
Depositor, the Trustee or any of their Affiliates.

            (h) Each Trust shall not sell, assign or transfer the Underlying
Securities except as expressly provided for herein or in the related Series
Supplement.

            (i) The Depositor agrees that it shall not issue any debt
obligations unless the Rating Agency Condition is satisfied with respect to
such issuance.






                                      66
<PAGE>


            IN WITNESS WHEREOF, the Depositor and the Trustee have caused
their names to be signed hereto by their respective officers thereunto duly
authorized, in each case as of the day and year first above written.

                                    ABN AMRO SCORS DEPOSITOR INC.,
                                    as Depositor


                                    By:______________________________
                                        Name:
                                        Title:


                                    [                   ], as
                                    Trustee


                                    By:______________________________
                                        Name:
                                        Title:




                                      67



<PAGE>

                                               Preliminary - Subject to Change




                               SERIES SUPPLEMENT

    ABN AMRO STRUCTURED CORPORATE SECURITIES (SM) ("ABN AMRO SCORS"(SM))
                              TRUST CERTIFICATES

                              SERIES 2004-1 TRUST

                                    between

                        ABN AMRO SCORS Depositor Inc.,

                                 as Depositor

                                      and

                        [                          ],

                                  as Trustee

                             Dated as of [ ], 2004





["ABN AMRO Structured Corporate Securities" and "ABN AMRO SCORS" are
registered service marks of ABN AMRO WCS Holding Company.]


<PAGE>


                               TABLE OF CONTENTS

                                                                          Page

Section 1.     Incorporation of Standard Terms...............................1

Section 2.     Definitions...................................................2

Section 3.     Designation of Trust and Certificates.........................5

Section 4.     Trust Certificates............................................7

Section 5.     Distributions.................................................7

Section 6.     Trustee's Fees...............................................10

Section 7.     Optional Exchange; Optional Redemption.......................10

Section 8.     Events of Default............................................12

Section 9.     Miscellaneous................................................13

Section 10.    Governing Law................................................15

Section 11.    Counterparts.................................................15

Section 12.    Termination of the Trust.....................................15

Section 13.    Sale of Underlying Securities................................15

Section 14.    Amendments...................................................15

Section 15.    Voting of Underlying Securities, Modification of
               Indenture....................................................16

SCHEDULE I.    SERIES 2004-1 UNDERLYING SECURITIES SCHEDULE
SCHEDULE II    CALL SCHEDULE
EXHIBIT A-1    FORM OF TRUST CERTIFICATE CLASS A-1


                                       i
<PAGE>


                               SERIES SUPPLEMENT

                  ABN AMRO STRUCTURED CORPORATE SECURITIES(SM)
                    ("ABN AMRO SCORS"(SM)) TRUST CERTIFICATES

                              SERIES 2004-1 TRUST

          SERIES SUPPLEMENT, Series 2004-1, dated as of [ ], 2004 (the "Series
Supplement"), by and between ABN AMRO SCORS Depositor Inc., as Depositor (the
"Depositor"), and [                                  ], as Trustee (the
"Trustee").

                             W I T N E S S E T H:

          WHEREAS, the Depositor desires to create the Trust designated herein
(the "Trust") by executing and delivering this Series Supplement, which shall
incorporate the terms of the Standard Terms for Trust Agreements, dated as of
[ ], 2004 (the "Standard Terms"; together with this Series Supplement, the
"Trust Agreement"), by and between the Depositor and the Trustee, as modified
by this Series Supplement;

          WHEREAS, the Depositor desires to deposit the Underlying Securities
set forth on Schedule I attached hereto (the "Underlying Securities Schedule")
into the Trust, subject to the Call Warrants with respect thereto;

          WHEREAS, in connection with the creation of the Trust and the
deposit therein of the Underlying Securities, subject to the Call Warrants
with respect thereto, it is desired to provide for the issuance of a series of
trust certificates evidencing undivided interests in the Trust; and

          WHEREAS, the Trustee has joined in the execution of the Standard
Terms and this Series Supplement to evidence the acceptance by the Trustee of
the Trust;

          NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants expressed herein, it is hereby agreed by and between the
Depositor and the Trustee as follows:

     Section 1. Incorporation of Standard Terms. Except as otherwise provided
herein, all of the provisions of the Standard Terms are hereby incorporated
herein by reference in their entirety, and this Series Supplement and the
Standard Terms shall form a single agreement between the parties. In the event
of any inconsistency between the provisions of this Series Supplement and the
provisions of the Standard Terms, the provisions of this Series Supplement
will control with respect to the Series 2004-1 Certificates and the
transactions described herein.



-----------------------
["ABN AMRO Structured Corporate Securities" and "ABN AMRO SCORS" are
registered service marks of ABN AMRO WCS Holding Company.]


<PAGE>


     Section 2. Definitions. (a) Except as otherwise specified herein or as the
context may otherwise require, the following terms shall have the respective
meanings set forth below for all purposes under this Series Supplement.
Capitalized terms used but not defined herein shall have the meanings assigned
to them in the Standard Terms.

          "Available Funds" shall have the meaning specified in the Standard
Terms, except that investment income earned on funds invested pursuant to
Section 3.05 of the Standard Terms shall be included in Available Funds.

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

          "Call Date" shall mean (i) any Business Day occurring on or after
the Commencement Date; (ii) any earlier date after the announcement by the
Underlying Securities Issuer of any tender offer on the Underlying Securities
(but prior to the date on which the tender period ends); or (iii) any earlier
date after the Trustee notifies the Certificateholders of any proposed sale of
the Underlying Securities pursuant to the provisions of this Series
Supplement.

          "Call Price" shall mean, for each related Call Date, (i) if the Call
Date is prior to the Commencement Date (except in connection with a proposed
sale by the Trustee of the Underlying Securities), [ ]% of the par value of
the Underlying Securities or (ii) if the Call Date is on or after the
Commencement Date or in connection with a proposed sale by the Trustee of the
Underlying Securities, [ ]% of the par value of the Called Underlying
Securities, in each case plus accrued and unpaid interest on the Called
Underlying Securities to the Call Date.

          "Call Request" shall have the meaning specified in Section 7(b)
hereof.

          "Call Rights" shall mean the rights to purchase in whole or in part
at the applicable Call Price the [            ] Underlying Securities pursuant
to the Call Warrants.

          "Call Warrants" shall mean, collectively, those certain call
warrants on the Underlying Securities issued under the Warrant Agent
Agreement.

          "Called Underlying Securities" shall have the meaning specified in
Section 1.1(b) of the Warrant Agent Agreement.

          "Certificate Account" shall mean the Certificate Account established
as specified in the Standard Terms with respect to the Series 2004-1
Certificates and which account shall not apply to or be used in connection
with any other Series.

          "Certificates" shall have the meaning specified in Section 3 hereof.

          "Class A-1 Certificates" shall mean the Certificates, so designated
in Section 3(a), to be issued by the Trust representing a proportionate
undivided beneficial ownership interest in certain distributions to be made by
the Trust and having the characteristics described herein.


                                      2
<PAGE>


          "Class A-2 Certificates" shall mean the Certificates, so designated
in Section 3(a), to be issued by the Trust representing a proportionate
undivided beneficial ownership interest in certain distributions to be made by
the Trust and having the characteristics described herein.

          "Closing Date" shall mean [          ], 2004.

          "Collection Period" shall mean, (i) with respect to each [    ]
Distribution Date, the period beginning on the day after the [   ] Distribution
Date of the prior year and ending on such [   ] Distribution Date, inclusive
and, (ii) with respect to each [   ] Distribution Date, the period beginning on
the day after the [   ] Distribution Date of a given year and ending on the
[    ] Distribution Date of such year, inclusive; provided, however, that
clauses (i) and (ii) shall be subject to Section 9(f) hereof.

          "Commencement Date" shall mean [   ], 200[  ].

          "Corporate Trust Office" shall mean the office of [trustee] located
at [address].

          "Currency" shall mean United States Dollars.

          "Depository" shall mean The Depository Trust Company.

          "Distribution Date" shall mean [   ] and [   ] of each year (or if
such date is not a Business Day, the next succeeding Business Day), commencing
on [     ], 2004 and ending on the Final Scheduled Distribution Date.

          "Eligible Account" shall have the meaning specified in the Standard
Terms.

          "Eligible Investments" shall be as defined in the Standard Terms;
provided, however, that the rating of any short-term instruments will be A-1+
by S&P and P1 by Moody's; and provided, further, that any such investment
matures no later than the Business Day prior to any related Distribution Date
and that any such investment be denominated in U.S. dollars.

          "Event of Default" shall mean (i) a default in the payment of any
interest on any Underlying Security after the same becomes due and payable
(subject to any permitted deferrals and applicable grace period), (ii) a
default in the payment of the principal of or any installment of principal of
any Underlying Security when the same becomes due and payable and (iii) any
other event specified as an "Event of Default" in the Indenture.

          "Extraordinary Trust Expenses" shall have the meaning specified in
the Standard Terms.

          "Final Scheduled Distribution Date" shall mean [      ], 200[     ].

          "Indenture" shall mean the indenture pursuant to which the
Underlying Securities were issued.


                                      3
<PAGE>

          "Interest Accrual Period" shall mean for any Distribution Date, the
period from and including the preceding Distribution Date (or in the case of
the first Interest Accrual Period, from and including [     ]) to but excluding
the current Distribution Date.

            "Liquidation Price" shall mean the price at which the Trustee
sells the Underlying Securities.

            "Liquidation Proceeds" shall have the meaning specified in the
Standard Terms.

            "Maturity Date" shall have the meaning specified in Schedule I
hereto.

            "Moody's" shall mean Moody's Investors Service, Inc.

            "Optional Call" shall mean the call of the Certificates by the
Rights Holder, in whole or in part, resulting from the exercise of Call Rights
by the Rights Holder, pursuant to Section 7 hereof.

            "Optional Exchange" shall mean the exchange of the Certificates by
the Trust for the Underlying Securities, pursuant to Section 7 hereof.

            "Optional Exchange Date" shall mean any Distribution Date on which
Underlying Securities subject to Optional Exchange are distributed to the
Depositor or any of its Affiliates, as a Certificateholder or any other date
set forth in Section 7 hereof.

            "Ordinary Expenses" shall mean the Trustee's ordinary expenses and
overhead in connection with its services as Trustee, including the items
referred to in the definition of Ordinary Expenses in the Standard Terms.

            "Prepaid Ordinary Expenses" shall be $[   ] for this Series.

            "Prospectus Supplement" shall mean the Prospectus Supplement,
dated [    ], 2004 relating to the Certificates.

            "Rating Agency" shall mean Moody's and S&P.

            "Record Date" shall mean, with respect to each Distribution Date,
the day immediately preceding the related Distribution Date.

            "Required Interest" shall have the meaning specified in the
Standard Terms.

            "Required Percentage-Amendment" shall be 66-2/3% of the aggregate
Voting Rights.

            "Required Percentage-Direction of Trustee" shall be 66-2/3% of the
aggregate Voting Rights.

            "Required Percentage-Remedies" shall be 66-2/3% of the aggregate
Voting Rights.


                                      4
<PAGE>

            "Required Percentage-Removal" shall be 66-2/3% of the aggregate
Voting Rights.

            "Required Rating" shall mean, in the case of Moody's, the rating
assigned to the Underlying Securities by Moody's as of the Closing Date, and,
in the case of S&P, the rating assigned to the Underlying Securities by S&P as
of the Closing Date.

            "Rights Holders" shall mean the holders of the Call Rights.

            "S&P" shall mean Standard & Poor's Ratings Services, a division of
The McGraw Hill Companies Inc.

            "Series" shall mean Series 2004-1.

            "Special Distribution Date" shall have the meaning specified in
Section 5(f) hereof.

            "Trustee Fee" shall mean the amount paid to the Trustee by the
Depositor on the Closing Date.

            "Trust Property" shall mean the Underlying Securities described on
Schedule I hereto, the Certificate Account and any additional Underlying
Securities sold to the Trust pursuant to Section 3(d) hereof.

            "Underlying Securities" shall mean [           ].

            "Underlying Securities Issuer" shall mean [             ].

            "Underlying Securities Schedule" shall have the meaning specified
in the Recitals hereof.

            "Underlying Securities Trustee" shall mean [             ].

            "Underwriters" shall mean ABN AMRO Incorporated [and ABN AMRO
Financial Services, Inc.].

            "Voting Rights" shall, in the entirety, unless otherwise set forth
herein, be allocated among all Certificateholders in proportion to the then
unpaid principal amounts of their respective Certificates.

            "Warrant Agent" shall mean initially, [             ].

            "Warrant Agent Agreement" shall mean that certain Warrant Agent
Agreement, dated as of the date hereof, between the Depositor and [       ], as
Warrant Agent and as Trustee, as the same may be amended from time to time.

     Section 3. Designation of Trust and Certificates. The Trust created
hereby shall be known as the "ABN AMRO SCORS Trust Certificates, Series 2004-1
Trust." The Certificates evidencing certain undivided ownership interests
therein shall be known as "ABN AMRO





                                      5
<PAGE>

SCORS Trust Certificates, Series 2004-1." The Certificates shall consist
of the Class A-1 Certificates and the Class A-2 Certificates (together, the
"Certificates").

     (a) The Class A-1 Certificates shall be held through the Depository in
book-entry form and shall be substantially in the form attached hereto as
Exhibit A-1. The Class A-1 Certificates shall be issued in denominations of $[
      ]. The Class A-2 Certificates shall be issued to the Rights Holders as
uncertificated securities having the rights and interests set forth herein and
shall be issued in a denominations equal to their initial Certificate
Principal Balance. Except as provided in the Standard Terms and in paragraph
(d) in this Section, the Trust shall not issue additional Certificates or
incur any indebtedness. The holders of the Class A-2 Certificates shall for so
long as such Certificates are outstanding be the Rights Holders, the
transferability of the Class A-2 Certificates shall be subject to and governed
by the provisions of the Warrant Agent Agreement and the Trustee hereby agrees
that it will treat each Rights Holder as the holder of the proportionate share
of Class A-2 Certificates. In the event that there is more than one Rights
Holder, the Class A-2 Certificates shall be deemed held by each Rights Holder,
with each Rights Holder owning its pro rata share (based on the ratio of the
total principal amount of Underlying Securities callable pursuant to Call
Warrants held by such Rights Holder to the total principal amount of
Underlying Securities held by the Trust) of the Class A-2 Certificates.
Section 5.02 of the Standard Terms shall not apply to the Class A-2
Certificates.

     (b) The Class A-1 Certificates have an initial aggregate Certificate
Principal Balance of $[    ]. The Class A-2 Certificates have an initial
Certificate Principal Balance of $[    ].

     (c) The holders of the Class A-1 Certificates will be entitled to receive
on each Distribution Date the interest, if any, received on the Underlying
Securities, to the extent necessary to pay interest at a rate of [ ]% per
annum on the outstanding Certificate Principal Balance of the Class A-1
Certificates. The Class A-2 Certificates do not bear interest. On [ , 2004],
the Trustee will pay to the Depositor the amount of interest accrued on the
Underlying Securities from [ ] to but not including the Closing Date, to the
extent such amount is paid on the Underlying Securities on such date (and to
the extent that the amount of such interest accrued on the Underlying
Securities from the Closing Date to but not including [ ] has been fully
paid).

     (d) The Class A-1 Certificates and the Class A-2 Certificates will
initially be limited to an aggregate principal amount of $[   ] and $[   ],
respectively. From time to time thereafter, additional Underlying Securities
may be sold to the Trust, in which case the Depositor shall instruct the
Trustee to, without the consent of either the Class A-1 or Class A-2
certificateholders, create and issue additional certificates having the same
terms other than the Original Issue Date, the issue price and the date on
which interest begins as the outstanding certificates, to accrue, so that all
certificates are fungible whenever issued on any date hereafter upon at least
three Business Days notice to the Trustee and upon (i) satisfaction of the
Rating Agency Condition and (ii) delivery of an Opinion of Counsel to the
effect that the sale of such additional Underlying Securities will not
materially increase the likelihood that the Trust would be treated as a
corporation or publicly traded partnership taxable as a corporation under the
Code or cause the Trust to be required to register as an "investment company"
as such term is defined in the Investment Company Act of 1940. Each condition
to be satisfied with respect to a




                                      6
<PAGE>

sale of Underlying Securities to the Trust on or prior to the Closing
Date shall be satisfied with respect to a sale of additional Underlying
Securities no later than the date of sale thereof, each representation and
warranty set forth in the Standard Terms to be made on the Closing Date shall
be made on such date of sale, and from and after such date of sale, all
Underlying Securities held by the Trustee shall be held on the same terms and
conditions. Upon such sale to the Trustee, the Trustee shall deposit such
additional Underlying Securities in the Certificate Account, and shall
authenticate and deliver to the Depositor or its order Class A-1 Certificates
in a Certificate Principal Balance, such that after their issuance all Class
A-1 Certificates are fungible, whenever issued, and without further action
[the Certificate Principal Balance] of the Class A-2 Certificates shall
similarly increase so that all Class A-2 Certificates are fungible, whenever
issued, such Class A-2 Certificates to be held by the Rights Holders holding
the additional Call Warrants to which the additional Underlying Securities are
subject, as described in Section 3(a) above.

     Section 4. Trust Certificates. The Trustee hereby acknowledges receipt,
on or prior to the Closing Date, of:

          (i)  the Underlying Securities set forth on the Underlying
               Securities Schedule; and

         (ii)  all documents required to be delivered to the Trustee pursuant
               to Section 2.01 of the Standard Terms.

     Section 5. Distributions. b) On each applicable Distribution Date, the
Trustee shall apply Available Funds in the Certificate Account as follows in
the following order of priority:

          (i)  the Trustee will pay the interest portion (including any
     payments received under a Swap Agreement in respect of the interest
     portion) of Available Funds:

               (1) subject to Section 7.06(f) of the Standard Terms, first, to
          the Trustee, as reimbursement for any Extraordinary Trust Expenses
          incurred by the Trustee in accordance with Section 6(b) below and
          approved by Certificateholders representing 100% of the Voting
          Rights with respect thereto;

               (2) second, to the holders of the Class A-1 Certificates,
          interest accrued and unpaid on such Class; and

               (3) [third, to the Depositor for the payment of Trust expenses
          but in an amount not to exceed $[     ] in any calendar year.]

          (ii) the Trustee will pay the principal portion (including any
     payments received under a Swap Agreement in respect of the principal
     portion) of Available Funds (other than any premium with respect
     thereto):

               (1) subject to Section 7.06(f) of the Standard Terms, first, to
          the Trustee, as reimbursement for any remaining Extraordinary Trust
          Expenses incurred by the Trustee in accordance with Section 6(b)
          below and approved by Certificateholders representing 100% of the
          Voting Rights with respect thereto; and



                                      7
<PAGE>

               (2) second, to the holders of the Class A-1 Certificates until
          the Certificate Principal Balance thereof has been reduced to zero;
          and

               (3) third, to the holders of the Class A-2 Certificates until
          the Certificate Principal Balance thereof has been reduced to zero;
          and

          (iii) the Trustee will pay any premium portion of Available Funds:

               (1) first, to the holders of the Class A-1 Certificates
          selected by lot for prepayment pursuant to Section 5(b), if such
          prepayment occurs prior to the Commencement Date, in an amount equal
          to each such Class A-1 Certificateholder's pro rata share of such
          premium; provided that such share shall not exceed $[ ] per $[ ] of
          Certificate Principal Balance prepaid pursuant to Section
          5(c)(ii)(2) above; and

               (2) second, to the holders of the Class A-2 Certificates, pro
          rata in proportion to the Certificate Principal Balance of Class A-2
          Certificates held by each such holder (determined immediately prior
          to any payment pursuant to Section 5(a)(ii)(3) on such date).

     (b) Notwithstanding any other provision hereof (other than Section 3(c)
and Section 7) if the Underlying Securities are redeemed, prepaid or
liquidated in whole or in part for any reason (including, without limitation,
an Event of Default) other than at their maturity, the Trustee shall apply
Available Funds on the related Distribution Date (or Special Distribution
Date, if applicable) in the same order of priority as is set forth in Section
5(a). If some but not all of the Underlying Securities are redeemed, prepaid
or liquidated in full, the Class A-1 Certificates to be retired shall be
selected by the Trustee or DTC by lot.

     (c) Notwithstanding any other provision hereof, if the event of default
is the occurrence of (i) a payment default on the Underlying Securities or
(ii) an acceleration of the date of maturity of the Underlying Securities in
connection with a default thereon, unless otherwise directed by the holders of
the Certificates representing a majority of the Voting Rights on the Class A-1
Certificates within ten (10) Business Days of notice from the Trustee of such
default, the Trustee shall sell the Underlying Securities and in conducting
such sale the Trustee shall solicit bids for the sale of the Underlying
Securities with settlement thereof on or before the third (3rd) Business Day
after such sale from three (3) leading dealers in the relevant market. Any of
the following dealers (or their successors) shall be deemed to qualify as
leading dealers: [(1) [ABN AMRO Incorporated or an affiliate], (2)[         ],
(3)[            ], (4) [            ], (5) [           ], and (6) [          ]]
The Trustee shall not be responsible for the failure to obtain a bid so
long as it has made reasonable efforts to obtain bids. If a bid for the sale
of the Underlying Securities has been accepted by the Trustee but the sale has
failed to settle on the proposed settlement date, the Trustee shall request
new bids from such leading dealers. In the event of such sale or of an
acceleration and a corresponding payment on the Underlying Securities, the
Trustee shall distribute the proceeds to the Certificateholders no later than
two (2)Business Days after the receipt of immediately available funds in
accordance with Section 5(b) hereof. Notwithstanding the foregoing, by written
notice to the Trustee at least five (5) Business Days prior to any sale of the
Underlying Securities pursuant to this Section 5(c),





                                      8
<PAGE>

each Class A-1 Certificateholder may request to have distributed to it
its share of the Underlying Securities in-kind upon payment in cash to the
Trustee of the then current market value of the related Class A-2 Certificates
as determined in the sole discretion of the Calculation Agent and which shall
be distributed pro rata to the holders of such Certificates; provided,
however, that if the Trustee is not able to distribute the exact proportionate
share of the Underlying Securities in-kind to each Class A-1 Certificateholder
because of the amount of the minimum denomination of the Underlying
Securities, the Trustee shall (i) distribute to each Class A-1
Certificateholder its proportionate share of as many of such Underlying
Securities as possible in-kind, (ii) sell any remaining Underlying Securities
in accordance with Section 5(c) hereof and (iii) distribute the proportionate
share of the proceeds of such sale to each Class A-1 Certificateholder.

     (d) In the event that the Trustee receives non-cash property in respect
of the Underlying Securities as a result of a payment default on the
Underlying Securities (including from the sale thereof), the Trustee will give
10 days notice to the Depositary, or for any Certificates which are not then
held by DTC or any other depository, directly to the registered holders of the
Certificates then outstanding and unpaid, and to the Warrant Agent. Such
notice shall state that the Trustee shall, and the Trustee shall, not later
than 30 days after the receipt of such moneys or other property, allocate and
distribute such property to the holders of Class A-1 Certificates and Class
A-2 Certificates then outstanding and unpaid (after deducting the costs
incurred in connection therewith) in accordance with the priorities of
distribution established pursuant to Section 5(a) hereof. Property other than
cash will be liquidated by the Trustee, and the proceeds thereof distributed
in cash, only to the extent necessary to avoid distribution of fractional
securities to Certificateholders. In-kind distribution of such property to
Certificateholders will be deemed to reduce the Certificate Principal Balance
of Certificates on a dollar-for-dollar basis.

     (e) Subject to Section 9(f) hereof, to the extent Available Funds are
insufficient to make any scheduled interest or principal payments due to any
Class of Certificates on any Distribution Date, any shortfall will be carried
over and will be distributed on the next Distribution Date (or date referred
to in Section 5(f) hereof) on which sufficient funds are available to pay such
shortfall.

     (f) If a payment with respect to the Underlying Securities is made to the
Trustee (i) after the payment date of the Underlying Securities on which such
payment was due or (ii) after the Underlying Securities are redeemed, prepaid
or liquidated in whole or in part for any reason other than at their maturity,
then the Trustee will distribute any such amounts received on the next
occurring Business Day (a "Special Distribution Date") as if the funds had
constituted Available Funds on the Distribution Date immediately preceding
such Special Distribution Date; provided, however, that the Record Date for
such Special Distribution Date shall be five (5) Business Days prior to the
day on which the related payment was received from the Underlying Securities
Trustee.

     (g) [Reserved].

     (h) Notwithstanding Section 3.12 of the Standard Terms, if the Underlying
Securities Issuer confirms in writing that intends to permanently cease filing
the periodic reports as required under the Exchange Act or has failed to file
any required reports, the Depositor shall




                                      9
<PAGE>

within 30 Business Days after such confirmation or the date on which the
next periodic report is required to be filed by the Underlying Securities
Issuer if it is still delinquent in its filing obligations, instruct the
Trustee to (i) notify the Warrant Agent that the Underlying Securities are
proposed to be sold and that any Call Warrants must be exercised no later than
the date specified in the notice (which shall be not less than [25] days after
the date of such notice) and (ii) to the extent that the Rights Holders fail
to exercise their Call Warrants on or prior to such date, to sell the
Underlying Securities and distribute the proceeds of such sale to the
Certificateholders in accordance with the order of priority set forth in
Section 5(a).

     Section 6. Trustee's Fees.

     (a) As compensation for its services hereunder, the Trustee shall be
entitled to the Trustee Fee as agreed to separately in a fee agreement among
the Depositor and the Trustee. The Trustee Fee shall be paid by the Depositor
and not from Trust Property. The Trustee shall bear all Ordinary Expenses.
Failure by the Depositor to pay such amount shall not entitle the Trustee to
any payment or reimbursement from the Trust, nor shall such failure release
the Trustee from the duties it is required to perform under the Trust
Agreement.

     (b) Extraordinary Expenses shall not be paid out of the Trust Property
unless all the Certificateholders of each of Class A-1 Certificates then
outstanding have voted to require the Trustee to incur such Extraordinary
Expenses. The Trustee may incur other Extraordinary Expenses if any lesser
percentage of the Certificateholders requesting such action pursuant hereto
reimburse the Trustee for the cost thereof from their own funds in advance. If
Extraordinary Expenses are not approved unanimously as set forth in the first
sentence of this Section 6(b), such Extraordinary Expenses shall not be an
obligation of the Trust, and the Trustee shall not file any claim against the
Trust therefor notwithstanding failure of Certificateholders to reimburse the
Trustee.

     Section 7. Optional Exchange; Optional Redemption.

     (a) (i) On each Distribution Date (or, if the Depositor or an Affiliate
of the Depositor holds all of the Certificates, on any other date) the
Depositor and any Affiliate of the Depositor, if it is then the holder of
Class A-1 Certificates of an outstanding Certificate Balance equal to at least
$[ ] and a proportionate related amount of Class A-2 Certificates, may tender
such Certificates to the Trustee and receive a distribution of Underlying
Securities representing a percentage of the Underlying Securities equivalent
to the percentages of the Class A-1 Certificates and Class A-2 Certificates
being tendered by the Depositor or Affiliate to the Trustee; provided,
however, that any right to exchange shall be exercisable only (a) to the
extent that the Depositor or its Affiliate provides upon the Trustee's request
an opinion of counsel that such exchange would not cause the Trust to be
treated as a corporation or publicly traded partnership taxable as a
corporation for federal income tax purposes and (b) to the extent permitted
under Section 7(a)(iv) hereof.

          (ii) Any such Affiliate of the Depositor must provide notice to the
     Trustee (an "Exchange Request") no less than 15 days (or such shorter
     period acceptable to the Trustee) but not more than 30 days prior to an
     Optional Exchange Date that it requests an Optional Exchange of
     Certificates on such Optional Exchange Date.



                                      10
<PAGE>

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

           (iv) Any such Optional Exchange by the Depositor or any Affiliate of
     the Depositor, will be subject to the following restrictions: (a)
     certification to the Trustee that any Certificates to be exchanged have
     been held for a minimum of six months and (b) each Optional Exchange is
     limited in amount to a maximum of 5% (except for Certificates acquired by
     an Underwriter but never distributed to investors, in which case 25%) of
     the then outstanding Certificate Balance of the Class A-1 Certificates,
     provided, however, that such restrictions shall not apply to the exchange
     of Certificates that were acquired pursuant to Section 7(b).

          (v)  The provisions of Section 4.07 of the Standard Terms shall not
     apply to an Optional Exchange pursuant to this Section. This Section 7
     shall not provide the Depositor with a lien against, an interest in or a
     right to specific performance with respect to the Underlying Securities.

     (b) On any Call Date, Class A-1 Certificates shall be redeemed at par
plus accrued and unpaid interest on such Class A-1 Certificates (or if the
Call Date is prior to the Commencement Date, and the call is not in connection
with a proposed sale by the Trustee of the Underlying Securities, at par plus
a premium equal to $[  ] for every $[  ] of principal paid and plus accrued and
unpaid interest on such Class A-1 Certificates) upon receipt by the Trustee of
the Call Price on or prior to such Call Date. On any Call Date on which one or
more of the Rights Holders duly exercises less than all of the Call Warrants
then outstanding, the Class A-1 Certificates shall be redeemed in part and the
Class A-1 Certificates to be redeemed will be selected by the Trustee or DTC
by lot and will be paid for on the Call Date.

          (i) Any Rights Holder, in order for it to exercise its Call Rights
     in whole or in part, shall provide notice to the Trustee (a "Call
     Request") no more than 60 or less than 20 days prior to any Call Date,
     that it is exercising its Call Rights on such Call Date, indicating the
     principal amount of Underlying Securities as to which such call will be
     exercised.

         (ii) Upon receipt of a Call Request, the Trustee shall provide a
     conditional redemption notice to the Depository not less than three (3)
     Business Days prior to the applicable Call Date.

        (iii) The Rights Holder shall provide a certificate of solvency to
     the Trustee.

         (iv) Deliveries of the Underlying Securities purchased on any Call
     Date by a Rights Holder (the "Purchaser") will only be made against
     payment by the Purchaser of the Call Price with respect to such
     Underlying Securities in immediately available funds. Such payment must
     occur no later than 10:00 a.m. New York City time on the Call Date.
     Delivery of a Call Request made in connection with a proposed sale by the
     Trustee of the Underlying Securities or a tender offer which is
     subsequently withdrawn does not give




                                      11
<PAGE>

     rise to an obligation on the part of the Rights Holder to pay the
     Call Price. In the event that the Purchaser fails to make such payment by
     such time, the sale shall be voided and the exercise of Call Rights will
     be deemed not to be effective with respect to such Call Date, and the
     Certificates and the Call Rights shall continue to remain outstanding.
     Subject to receipt of the Call Price as aforesaid on any Call Date, the
     Trustee shall pay the corresponding redemption price set forth in clause
     (b), above, to the Class A-1 Certificateholders on such Call Date.

          (v) The Trustee shall not consent to any amendment or modification
     of this Agreement (including the Standard Terms) which would adversely
     affect the Rights Holder (including, without limitation, any amendment
     that would alter the timing or amount of any payment of the Call Price)
     without the prior written consent of the Rights Holders.

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

        (vii) This Section 7 shall not provide the Rights Holders 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 7(b) shall entitle the applicable Rights
     Holder to a distribution of the Underlying Securities.

       (viii) The Rights Holder shall initially be the Depositor and such
     Call Rights may be transferred to one or more holders. However, the
     Trustee is under no obligation to recognize any notice of transfer unless
     it is signed by the transferor and the transferee.

         (ix) Any exercise of Call Rights by a Rights Holder (or, if
     applicable, by two or more affiliated Rights Holders) must be in a
     minimum principal amount of Underlying Securities equal to $[        ].

          (x) The exercise of a Call Warrant shall constitute the redemption
     by the Trust of the Class A-2 Certificates deemed held in connection with
     such Call Warrant by the exercising Rights Holder; provided, that no
     payment shall be made on such Class A-2 Certificate by the Trust in
     connection with such redemption.

         (xi) Any exercise of Call Rights by a Rights Holder must include a
     certification by the Rights Holder that it is solvent as of the Call
     Date.

     Section 8. Events of Default.

            Within 30 days of the occurrence of an Event of Default actually
known to the Trustee, the Trustee will give notice to the Certificateholders,
the Warrant Agent and the Rating Agency, transmitted by mail, of all such
uncured or unwaived Events of Default known to it and proceed thereafter in
accordance with Section 5(c) hereof.




                                      12
<PAGE>

     Section 9. Miscellaneous.

     (a) The provisions of Section 4.04, Advances, of the Standard Terms shall
not apply to the Series 2004-1 Certificates.

     (b) The provisions of Section 4.07, Optional Exchange, of the Standard
Terms shall not apply to the Series 2004-1 Certificates.

     (c) The Trustee shall simultaneously forward reports to
Certificateholders pursuant to Section 4.03 of the Standard Terms and to the
New York Stock Exchange.

     (d) Except as expressly provided herein, the Certificateholders shall not
be entitled to terminate the Trust or cause the sale or other disposition of
the Underlying Securities.

     (e) The provisions of Section 3.07(d) of the Standard Terms shall not
apply to the Series 2004-1 Certificates.

     (f) If the Trustee has not received payment with respect to a Collection
Period on the Underlying Securities on or prior to the related Distribution
Date, such distribution will be made promptly upon receipt of such payment. No
additional amounts shall accrue on the Certificates or be owed to
Certificateholders as a result of such delay; provided, however, that any
additional interest owed and paid by the Underlying Securities Issuer as a
result of such delay shall be paid to the Certificateholders, pro rata in
proportion to their respective entitlements to such delayed payments.

     (g) The outstanding Certificate Principal Balance of the Certificates
shall not be reduced by the amount of any Realized Losses (as defined in the
Standard Terms).

     (h) The Trust may not engage in any business or activities other than in
connection with, or relating to, the holding, protecting and preserving of the
Trust Property, the issuance of the Certificates and compliance with the terms
of the Call Warrants, and other than those required or authorized by the Trust
Agreement or incidental and necessary to accomplish such activities. The Trust
may not issue or sell any certificates or other obligations other than the
Certificates and its obligations under the Call Warrants or otherwise incur,
assume or guarantee any indebtedness for money borrowed.

     (i) Notwithstanding anything in the Trust Agreement to the contrary, the
Trustee may be removed upon 60 days prior written notice delivered by the
holders of Class Certificates representing the Required Percentage-Removal

     (j) In the event that the Internal Revenue Service challenges the
characterization of the Trust as a grantor trust, the Trustee shall then file
such forms as the Depositor may specify to establish the Trust's election
pursuant to Section 761 of the Code to exclude the Trust from the application
of Subchapter K of the Code and is hereby empowered to execute such forms on
behalf of the Certificateholders.

     (k) Notwithstanding anything in the Standard Terms to the contrary, the
Trustee, upon written direction by the Depositor, will execute the
Certificates.



                                      13
<PAGE>


     (l) Notwithstanding anything in the Trust Agreement to the contrary, the
Trustee will have no recourse to the Underlying Securities.

     (m) The Trust will not merge or consolidate with any other entity without
confirmation from each Rating Agency that such merger or consolidation will
not result in the qualification, reduction or withdrawal of its then-current
rating on the Certificates.

     (n) All directions, demands and notices hereunder or under the Standard
Terms shall be in writing and shall be delivered as set forth below (unless
written notice is otherwise provided to the Trustee).

If to the Depositor, to:

                  ABN AMRO SCORS Depositor Inc.
                  Park Avenue Plaza
                  55 East 52nd Street
                  New York, New York 10055
                  Attention:  [o]
                  Telephone:  (212) 409-[o]
                  Facsimile:  (212) 409-[o]

If to the Trustee or the Warrant Agent, to:

                  [               ]
                  [               ]
                  Attention: [o]
                  Telephone:  [o]
                  Facsimile:  [o]

If to the Rating Agencies, to:

                  Moody's Investors Service, Inc.
                  99 Church Street
                  New York, New York  10007
                  Attention:  [o]
                  Telephone:  (212) 553-[o]
                  Facsimile:  (212) 553-[o]

and to:

                  Standard & Poor's Ratings Services, Inc., a division of The
                  McGraw Hill Companies, Inc.
                  55 Water Street
                  New York, New York  10041
                  Attention:  [o]
                  Telephone:  (212) 438-[o]
                  Facsimile:  (212) 438-[o]



                                      14
<PAGE>

If to the New York Stock Exchange, to:

                  New York Stock Exchange, Inc.
                  20 Broad Street
                  New York, New York  10005
                  Attention:  [o]
                  Telephone:  (212) 656-[o]
                  Facsimile:  (212) 656-[o]

      Copies of all directions, demands and notices required to be given to
the Certificateholders hereunder or under the Standard Terms will also be
given to the Rights Holders in writing as set forth in this Section 9, and
copies of all directions, demands and notices required to be given to the
Trustee hereunder or under the Standard Terms will also be given to the
Warrant Agent in writing as set forth in this Section 9.

     (o) Each of the representations, covenants and agreements made herein by
each of the Depositor and the Trustee is for the benefit of the
Certificateholders and the Rights Holders.

     Section 10. Governing Law. THIS SERIES SUPPLEMENT AND THE TRANSACTIONS
DESCRIBED HEREIN SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED
WITHIN THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS
PROVISIONS THEREOF.

     Section 11. Counterparts. This Series Supplement may be executed in any
number of counterparts, each of which shall be deemed to be an original, and
all such counterparts shall constitute but one and the same instrument.

     Section 12. Termination of the Trust. The Trust shall terminate upon the
earliest to occur of (i) the distribution in full of all proceeds from the
sale of all of the Underlying Securities or the distribution in-kind of all of
the Underlying Securities and all cash assets of the Trust in accordance with
the terms hereof, (ii) the payment in full at maturity of the Underlying
Securities and the distribution in full of all amounts due to the Class A-1
and Class A-2 Certificateholders; (iii) the payment in full of the Class A-1
Certificates upon exercise of all of the issued Call Rights under Section
7(b); and (iv) the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the Court of St. James, living on the date hereof.

     Section 13. Sale of Underlying Securities. In the event of a sale of the
Underlying Securities pursuant to Section 5(c) hereof, the Liquidation
Proceeds, if any, shall be deposited into the Certificate Account for
distribution to the Class A-1 and Class A-2 Certificateholders pursuant to
Section 5(a). The Trustee shall only deliver the Underlying Securities to the
purchaser of such Underlying Securities against payment in same day funds
deposited into the Certificate Account.

     Section 14. Amendments. Notwithstanding anything in the Trust Agreement
to the contrary, in addition to the other restrictions on modification and
amendment contained therein




                                      15
<PAGE>

and subject to Section 7(b) hereof, the Trustee shall not enter into any
amendment or modification of the Trust Agreement which would adversely affect
in any material respect the interests of the holders of any class of
Certificates without the consent of the holders of 100% of such class of
Certificates; provided, however, that no such amendment or modification will
be permitted which would cause the Trust to be treated as an association or
publicly traded partnership taxable as a corporation for federal income tax
purposes. Further, no amendment shall be permitted which would adversely
affect in any material respect the interests of the Class A-1
Certificateholders unless the Rating Agency Condition is satisfied with
respect to such amendment.

     Section 15.

     (a) Voting of Underlying Securities, Modification of Indenture. The
Trustee, as holder of the Underlying Securities, has the right to vote and
give consents and waivers in respect of the Underlying Securities as permitted
by the Depository and except as otherwise limited herein and by the Trust
Agreement. In the event that the Trustee receives a request from the
Depository, the Underlying Securities Trustee or the Underlying Securities
Issuer for its consent to any amendment, modification or waiver of the
Underlying Securities, the Indenture or any other document thereunder or
relating thereto, 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
Certificateholder of record as of such date. The Trustee shall request
instructions from the Certificateholders as to whether or not to consent to or
vote to accept such amendment, modification, waiver or solicitation. The
Trustee shall consent or vote, or refrain from consenting or voting, in the
same proportion (based on the relative outstanding Certificate Principal
Balances of the Certificates) as the Certificates were actually voted or not
voted by the Certificateholders thereof as of a date determined by the Trustee
prior to the date on which such consent or vote is required, after weighing
the votes of the Certificateholders; provided, however, that, notwithstanding
anything in the Trust Agreement to the contrary but subject to Section 5.20
thereof, the Trustee shall at no time vote on or consent to any matter (i)
unless such vote or consent would not (based on an opinion of counsel) cause
the Trust to be treated as a corporation or publicly traded partnership
taxable as a corporation for federal income tax purposes or result in the
imposition of tax upon the Certificateholders, (ii) which would alter the
timing or amount of any payment on the Underlying Securities, including,
without limitation, any demand to accelerate the Underlying Securities, except
in the event of a default under the Underlying Securities or an event which
with the passage of time would become an event of default under the Underlying
Securities and with the unanimous consent of all outstanding Class A-1
Certificateholders and the Class A-2 Certificateholders, or (iii) which 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 in the event of a default under the Indenture and
only with the consent of Certificateholders representing 100% of the Voting
Rights with respect thereto. The Trustee shall have no liability for any
failure to act resulting from Certificateholders' late return of, or failure
to return, directions requested by the Trustee from the Certificateholders.

     (b) In the event that 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 outstanding Underlying Securities or any other offer is





                                      16
<PAGE>

made for the Underlying Securities, the Trustee shall notify the Class
A-1 and Class A-2 Certificateholders of such offer promptly. Subject to the
rights of the Rights Holders in connection with a tender offer, the Trustee
must reject any such offer unless the Trustee is directed by the affirmative
vote of the Certificateholders representing 100% of the Voting Rights with
respect thereto to accept such offer and the Trustee has received the tax
opinion described above.

     (c) If an event of default under the Indenture occurs and is continuing,
and if directed by Class A-1 Certificateholders representing 51% or more of
the Voting Rights with respect thereto, the Trustee shall vote the Underlying
Securities in favor of directing, or take such other action as may be
appropriate to direct, the Underlying Securities Trustee to declare the unpaid
principal amount of the Underlying Securities and any accrued and unpaid
interest thereon to be due and payable.

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

                               ABN AMRO SCORS Depositor Inc.,
                                as Depositor


                               By:___________________________
                                  Name:
                                  Title:


                               [               ], not
                                  in its individual capacity but solely
                                  as Trustee on behalf of the Trust
                                  Certificates Series 2004-1 Trust


                               By:___________________________
                                  Name:
                                  Title:



                                      17
<PAGE>

                                                              SCHEDULE I

                                 SERIES 2004-1

                        UNDERLYING SECURITIES SCHEDULE

Underlying Securities:                   [   ]%.

Underlying Securities Issuer:            [                  ]

CUSIP Number:                            [                  ]

Principal Amount Deposited:              [                  ]

Original Issue Date:                     [                  ]

Principal Amount of
Underlying Securities
Originally Issued:                       [                  ]

Maturity Date:                           [                  ]

Principal Payment Date:                  [                  ]

Interest Rate:                           [   ]%.

Interest Payment Dates:                  [         ] or if not a business day,
                                         the next business day.

Underlying Securities Record Dates:      [The day immediately preceding each
                                         Distribution Date.]

Security                                 The Underlying Securities are
                                         unsecured obligations of the
                                         Underlying Securities Issuer.

Redemption/Put/Other Features            None.

Form of Security                         [Book-entry debt securities with DTC
                                         listed on the New York Stock Exchange.]

Underlying Securities Trustee            [   ].

Ratings                                  "BBB" by Standard & Poor's Ratings
                                         Services, a division of The
                                         McGraw-Hill  Companies, Inc. and "Baa"
                                         by Moody's Investors Service, Inc.

Call Warrants                            The Underlying Securities will be
                                         acquired by the Trust subject to Call
                                         Warrants entitling the





                                      18
<PAGE>

                                         holders thereof to purchase the
                                         Underlying Securities from the Trust,
                                         in whole or in part, at the Call Price
                                         on any Business Day on or after the
                                         Commencement Date or at any earlier
                                         date after the announcement by the
                                         Underlying Securities Issuer of any
                                         redemption or other unscheduled
                                         payment or tender offer on the
                                         Underlying Securities (but prior to
                                         the date on which the redemption or
                                         unscheduled payment occurs or tender
                                         period ends) or after the Trustee
                                         notifies the Certificateholders of any
                                         proposed sale of the Underlying
                                         Securities.







                                      19
<PAGE>
                                                                SCHEDULE II

                                 CALL SCHEDULE

           Distribution Date                              Value







<PAGE>
                                                                 EXHIBIT A-1

              FORM OF CLASS A-1 ABN AMRO SCORS TRUST CERTIFICATE

NUMBER 1                             [     ] $[    ] PAR CERTIFICATES
                                       CUSIP NO. [                  ]

                      SEE REVERSE FOR CERTAIN DEFINITIONS

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER 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.

THIS CERTIFICATE REPRESENTS A PROPORTIONATE UNDIVIDED BENEFICIAL OWNERSHIP
INTEREST IN THE TRUST AND DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, AND IS NOT GUARANTEED BY THE DEPOSITOR OR THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE OR THE TRUST ASSETS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR ANY OTHER PERSON.

                         ABN AMRO SCORS DEPOSITOR INC.

                               [   ] $[   ] PAR

 ABN AMRO STRUCTURED CORPORATE SECURITIES(SM) ("ABN AMRO SCORS"(SM))
                             TRUST CERTIFICATES,

                                 SERIES 2004-1

[    ]% INTEREST RATE

evidencing a proportionate undivided beneficial ownership interest in the
Trust, as defined below, the property of which consists principally of $[    ]
aggregate principal amount of [

----------------------
SM    ["ABN AMRO Structured Corporate Securities" and "ABN AMRO SCORS"
      are registered service marks of ABN AMRO WCS Holding Company.]




                                    A-1-1

<PAGE>

 ]% [   ] due [    ], issued by [     ] and all payments received thereon (the
"Trust Property"), deposited in trust by ABN AMRO SCORS Depositor Inc., (the
"Depositor").

THIS CERTIFIES THAT CEDE & CO. is the registered owner of $[     ] DOLLARS
nonassessable, fully-paid, proportionate undivided beneficial ownership
interest in the ABN AMRO SCORS Trust Certificates, Series 2004-1 Trust, formed
by the Depositor.

The Trust was created pursuant to a Standard Terms for Trust Agreements, dated
as of [ ], 2004 (the "Standard Terms"), between the Depositor and
[                ] , a [national banking association], not in its individual
capacity but solely as Trustee (the "Trustee"), as supplemented by the Series
Supplement, Series 2004-1, dated as of [ , 2004] (the "Series Supplement" and,
together with the Standard Terms, the "Trust Agreement"), between the
Depositor and the Trustee. This Certificate does not purport to summarize the
Trust Agreement and reference is hereby made to the Trust Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Trustee with respect hereto. A copy of the Trust Agreement may be obtained
from the Trustee by written request sent to the Corporate Trust Office.
Capitalized terms used but not defined herein have the meanings assigned to
them in the Trust Agreement.

This Certificate is one of the duly authorized Certificates designated as the
"ABN AMRO SCORS Trust Certificates, Series 2004-1, Class A-1" (herein called
the "Certificates"). This Certificate is issued under and is subject to the
terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. The Trust Property consists of: (i)
Underlying Securities described in the Trust Agreement, subject to the Call
Warrants with respect thereto; (ii) all payments on or collections or other
proceeds in respect of the Underlying Securities accrued on or after [    ] and
until, with respect to any portion of the Underlying Securities as to which
the Call Warrants are duly exercised in accordance with the Trust Agreement,
the payment of the related Call Price and the completion of such exercise; and
(iii) all funds from time to time deposited with the Trustee relating to the
Certificates, together with any and all income, proceeds and payments with
respect thereto.

Subject to the terms and conditions of the Trust Agreement (including the
availability of funds for distributions) and until the obligation created by
the Trust Agreement shall have terminated in accordance therewith,
distributions will be made on each Distribution Date, to the Person in whose
name this Certificate is registered on the applicable Record Date, in an
amount equal to such Certificateholder's proportionate undivided beneficial
ownership interest in the amount required to be distributed to the Holders of
the Certificates on such Distribution Date. The Record Date applicable to any
Distribution Date is the close of business on the day immediately preceding
such Distribution Date (whether or not a Business Day). If a payment with
respect to the Underlying Securities is made to the Trustee after the date on
which such payment was due, then the Trustee will distribute any such amounts
received on the next occurring Business Day (a "Special Distribution Date").

Each Certificateholder, by its acceptance of a Certificate, covenants and
agrees that such Certificateholder will not at any time institute against the
Trust, or join in any institution against





                                    A-1-2
<PAGE>

the Trust of, any bankruptcy proceedings under any United States Federal or
state bankruptcy or similar law in connection with any obligations relating to
the Certificates or the Trust Agreement.

Distributions made on this Certificate will be made as provided in the Trust
Agreement by the Trustee by wire transfer in immediately available funds, 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 that with respect to Certificates registered on the
Record Date in the name of the nominee of the Clearing Agency (initially, such
nominee shall be Cede & Co.), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee. Except
as otherwise provided in the Trust Agreement and notwithstanding the above,
the final distribution on this Certificate will 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 Corporate Trust Office or such other
location as may be specified in such notice.

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

Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not entitle
the Holder hereof to any benefit under the Trust Agreement or be valid for any
purpose.

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


                                    A-1-3
<PAGE>


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


                                    ABN AMRO SCORS TRUST CERTIFICATES,
                                    SERIES 2004-1 TRUST


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


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


Dated:  [          ]


                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is on one of the ABN AMRO SCORS Trust Certificates, Series 2004-1,
described in the Trust Agreement referred to herein.

[                ],
not in its individual capacity but solely as
Trustee,


By: _______________________
    Authorized Signatory


                                    A-1-4
<PAGE>

                           (REVERSE OF CERTIFICATE)

The Certificates are limited in right of distribution to certain payments and
collections respecting the Underlying Securities, all as more specifically set
forth herein and in the Trust Agreement. The registered Holder hereof, by its
acceptance hereof, agrees that it will look solely to the Trust Property (to
the extent of its rights therein) for distributions hereunder.

The Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the Trustee and the rights of the Certificateholders under the
Trust Agreement at any time by the Depositor and the Trustee with the consent
of the holders of Class A-1 Certificates and Class A-2 Certificates in the
manner set forth in the Series Supplement and the Standard Terms. Any such
consent by the Holder of this Certificate (or any predecessor Certificate)
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent in
made upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of any of the Certificates.

The Class A-1 Certificates are issuable in fully registered form only in
denominations of $[o].

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
in the Borough of Manhattan, the City of New York, duly endorsed by or
accompanied by an assignment in the form below and by such other documents as
required by the Trust Agreement, and thereupon one or more new Certificates of
the same class in authorized denominations evidencing the same principal
amount will be issued to the designated transferee or transferees. The initial
Certificate Registrar appointed under the Trust Agreement is [o].

No service charge will be made for any registration of transfer or exchange,
but the Trustee may require exchange 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.

The Depositor and the Trustee and any agent of the Depositor or the Trustee
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, nor any such
agent shall be affected by any notice to the contrary.

It is the intention of the parties to the Trust Agreement that the Trust
created thereunder shall constitute a fixed investment trust for federal
income tax purposes under Treasury Regulation Section 301.7701-4, and the
Certificateholder agrees to treat the Trust, any distributions therefrom and
its beneficial interest in the Certificates consistently with such
characterization.

The Trust and the obligations of the Depositor and the Trustee created by the
Trust Agreement with respect to the Certificates shall terminate upon the
earliest to occur of (i) the payment in full at maturity or sale by the Trust
after a payment default or an acceleration or other early payment of the
Underlying Securities and the distribution in full of all amounts due to the
Class A-1




                                    A-1-5
<PAGE>

Certificateholders and Class A-2 Certificateholders; (ii) the payment in
full of the Class A-1 Certificates upon exercise of all of the issued
Call Rights under Section 7(b) of the Series Supplement; and (iii) the
expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of
St. James, living on the date hereof.

An employee benefit plan subject to the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), a plan described in Section 4975(e) of the
Code, an entity whose underlying assets include plan assets by reason of any
such plan's investment in the entity, including an individual retirement
account or Keogh plan (any such, a "Plan") may purchase and hold Certificates
if the Plan can represent and warrant that its purchase and holding of the
Certificates would not be prohibited under ERISA or the Code.



                                    A-1-6
<PAGE>

                                  ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE


(Please print or type name and address, including postal zip code, of
assignee) the within Certificate, and all rights thereunder, hereby
irrevocably constituting and appointing ______________ _____ Attorney to
transfer said Certificate on the books of the Certificate Register, with
full power of substitution in the premises.

Dated:


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










                                    A-1-7