Exhibit 4.1


                                                            EXECUTION COPY





               STRATS(SM) CERTIFICATES SERIES SUPPLEMENT 2004-1

                                    between




                   SYNTHETIC FIXED-INCOME SECURITIES, INC.,
                                  as Trustor




                                      and




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




                           STRATS(SM) TRUST FOR BOEING
                           SECURITIES, SERIES 2004-1


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                               TABLE OF CONTENTS

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Preliminary Statement..........................................................................................1

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

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

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

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

Section 5.     Certificate Stated Amount and Denominations; Additional Underlying Securities...................6

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

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

Section 8.     Call Warrants...................................................................................7

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

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

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

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

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

Section 14.    Modification or Amendment......................................................................12

Section 15.    Accounting.....................................................................................12

Section 16.    No Investment of Amounts Received on Underlying Securities.....................................13

Section 17.    No Event of Default............................................................................13

Section 18.    Notices........................................................................................13

Section 19.    Access to Certain Documentation................................................................13

Section 20.    Advances.......................................................................................14

Section 21.    Ratification of Agreement......................................................................14



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                               TABLE OF CONTENTS
                                  (continued)

Section 22.    Counterparts...................................................................................14

Section 23.    Governing Law..................................................................................14

Section 24.    Certificate of Compliance......................................................................14

Section 25.    Certain Filing to be Made by the Trustee.......................................................14

Section 26.    Establishment of Certificate Account...........................................................14

Section 27.    Statement of Intent............................................................................15

Section 28.    Filing of Partnership Returns..................................................................15

Section 29.    "Financial Assets" Election....................................................................15

Section 30.    Trustee's Entitlement Orders...................................................................15

Section 31.    Conflict with Other Agreements.................................................................16

Section 32.    Additional Trustee and Securities Intermediary Representations.................................16

Section 33.    Additional Trustor Representations.............................................................16

Section 34.    Certification Requirements.....................................................................17

Section 35.    Transfer Restrictions for Class A-2 Certificates...............................................17



Exhibit A -- Identification of the Underlying Securities as of Closing Date
Exhibit B -- Terms of the Certificates as of Closing Date
Exhibit C -- Form of Certificates
Exhibit D -- Form of Call Warrant

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         STRATS(SM) SERIES SUPPLEMENT 2004-1, dated as of January 23, 2004
         (this "Series Supplement"), between SYNTHETIC FIXED-INCOME SECURITIES,
         INC., a Delaware corporation, as Trustor (the "Trustor"), and U.S.
         Bank Trust National Association, a national banking association, as
         trustee (the "Trustee") and as securities intermediary (the
         "Securities Intermediary").

                             PRELIMINARY STATEMENT

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

          Pursuant to this Series Supplement, the Trustor and the Trustee
shall create and establish a new trust to be known as STRATS(SM) Trust For
Boeing Securities, Series 2004-1, and a new Series of trust certificates to be
issued thereby, which certificates shall be known as the STRATS(SM)
Certificates, Series 2004-1, and the Trustor and the Trustee shall herein
specify certain terms and conditions in respect thereof.

          The Certificates shall be Fixed Rate Certificates issued in two
Classes (the "Class A-1 Certificates" and "Class A-2 Certificates,"
respectively, each in the form thereof set forth in Exhibit C, and
collectively, the "Certificates"). The Trust shall hold the Underlying
Securities subject to call options created pursuant to the Warrant Agent
Agreement with respect to the Underlying Securities (the "Call Warrants").

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

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

          (b) Pursuant to Article I of the Base Trust Agreement, the meaning
of certain defined terms used in the Base Trust Agreement shall, when applied
to the trust certificates of a particular Series, be as defined in Article I
but with such additional provisions and modifications as are specified in the
related series supplement. With respect to the Certificates, the following
definitions shall apply:




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          "761 Election": shall have the meaning set forth in Section 27 of
this Series Supplement.

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

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

          "Allocation Ratio": A distribution allocated parri passu among the
Class A-1 Certificates and the Class A-2 Certificates in accordance with the
ratio of the Class A-1 Allocation to the Class A-2 Allocation.

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

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

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

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

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

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

          "Class A-1 Allocation": On any Scheduled Distribution Date, the sum
of the present values of any unpaid interest and principal due or to become
due on the Class A-1 Certificates, using a discount rate of 6.00% and assuming
that interest and principal payments on the Underlying Securities were paid
when due and that the related Underlying Securities were not redeemed, prepaid
or liquidated prior to the Maturity Date.

          "Class A-2 Allocation": On any Scheduled Distribution Date, the sum
of the present values of any unpaid interest due or to become due on the Class
A-2 Certificates, using a discount rate of 7.72% and assuming that interest
payments on the Underlying Securities were paid when due and that the related
Underlying Securities were not redeemed, prepaid or liquidated prior to the
Maturity Date.

          "Class A-1 Certificates": Class A-1 Certificates shall have the
meaning specified in the Preliminary Statement to this Series Supplement.




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          "Class A-2 Certificates": Class A-2 Certificates shall have the
meaning specified in the Preliminary Statement to this Series Supplement.

          "Closing Date": January 23, 2004.

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

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

          "Depositary": The Depositary Trust Company.

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

          "Fixed Payment": Each equal semiannual installment of interest
payable on the Underlying Securities on each February 15 and August 15 or, if
any such day is not a Business Day, then the immediately following Business
Day, commencing on February 16, 2004 through and including February 15, 2038.

          "Interest Collections": With respect to any Distribution Date, all
payments received by the Trustee, during the Collection Period ending on such
Distribution Date, in respect of (i) interest on the Underlying Securities and
(ii) penalties or other amounts required to be paid because of late payments
on the Underlying Securities.

          "Make Whole Amount": For any Distribution Date, the sum of the
present values of any unpaid interest due or to become due on the Class A-2
Certificates (or on the portion thereof represented by any partial reduction
of the Notional Amount), using a discount rate of 7.72% and assuming that
interest payments on the Underlying Securities were paid when due and that the
related Underlying Securities were not redeemed, prepaid or liquidated prior
to the Maturity Date.

          "Maturity Date": February 15, 2038.

          "Moody's": Moody's Investors Service, Inc., or any successor
thereto.

          "Outstanding Amount": With respect to the Class A-1 Certificates and
any date of determination, the Stated Amount of such Class, and with respect
to the Class A-2 Certificates and any date of determination, the Notional
Amount of such Class.

          "Payment Default": A default by the Underlying Securities Issuer in
the payment of any amount due on the Underlying Securities after the same
becomes due and payable (and



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the expiration of any applicable grace period on the Underlying Securities).

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

          "Rating Agency": Each of S&P and Moody's, and any successor to
either of the foregoing. References to "the Rating Agency" in the Agreement
shall be deemed to be each such credit rating agency.

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

          "SEC Reporting Failure": Shall have the meaning set forth in Section
10(g).

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

          "Scheduled Distribution Date": The 15th day of each February and
August or, if any such day is not a Business Day, then the immediately
following Business Day, commencing February 16, 2004, through and including
February 15, 2038; provided, however, that payment on each Scheduled
Distribution Date shall be subject to prior payment of interest or principal,
as applicable, on the Underlying Securities.

          "Specified Currency": United States Dollars.

          "Trust": STRATS(SM) Trust For Boeing Securities, Series 2004-1.

          "Trust Termination Event": (a) the payment in full at maturity or
upon early redemption of the Certificates or (b) the distribution of the
proceeds received upon a recovery on the Underlying Securities (in the case of
Payment Default, after deducting the costs incurred in connection therewith)
after a Payment Default, (c) the distribution (or liquidation and
distribution) of the Underlying Securities in accordance with Section 10(g)
hereof in the event that periodic reports required to be filed by the
Underlying Securities Issuer are no longer being filed, or (d) the sale by the
Trust in accordance with the Call Warrants of all the Underlying Securities
and the distribution in full of all amounts due to Certificateholders.

          "Underlying Securities": As of the Closing Date, $30,000,000
aggregate principal amount of Forty Year 6.625% Debentures due February 15,
2038 issued by the Underlying Securities Issuer, sold to the Trustee by
Wachovia Securities and identified on Exhibit A hereto. Additional Underlying
Securities may also be sold to the Trustee from time to time pursuant to
Section 5 of this Series Supplement.

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

          "Underlying Securities Issuer": The Boeing Company.



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          "Underlying Securities Payment Date": The 15th day of each February
and August; provided, however, that if any Underlying Securities Payment Date
would otherwise fall on a day that is not a Business Day, such Underlying
Securities Payment Date will be the following Business Day, commencing on
February 18, 2004 and ending on February 15, 2038.

          "Underlying Securities Redemption Distribution Date": The date on
which the Trustee receives the proceeds from a redemption of Underlying
Securities in accordance with their terms.

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

          "Voting Rights": The Class A-1 Certificateholders shall have 100% of
the total Voting Rights with respect to the Certificates, which Voting Rights
shall be allocated among all Holders of Certificates in proportion to the
Stated Amounts held by such Holders on any date of determination.

          "Wachovia Securities": Wachovia Capital Markets, LLC.

          "Warrant Agent Agreement": The Warrant Agent Agreement, dated as of
the date hereof, between the Trustor and U.S. Bank Trust National Association,
as Warrant Agent and as Trustee, as the same may be amended or modified from
time to time.

          "Warrant Exercise Date": Warrant Exercise Date shall have the
meaning given to such term in the Call Warrant.

          "Warrant Exercise Purchase Price": Warrant Exercise Purchase Price
shall have the meaning given to such term in the Call Warrant.

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

          (b) The Trustor hereby directs the Trustee to purchase from
Wachovia, on behalf and for the benefit of the Trust, the Underlying
Securities at a purchase price of $29,055,000 in cash. The Trustee shall pay
the full purchase price for the Underlying Securities by delivering to
Wachovia (i) $29,055,000 on the Closing Date and (ii) $872,291.67 on February
16, 2004, which represents the accrued and unpaid interest of the Underlying
Securities on the Closing Date. The amounts to be paid to Wachovia set forth
in clause (ii) above, shall be paid from the Fixed Payment to be received by
the Trustee on February 16, 2004. In the event that such Fixed Payment is not
received by the Trustee on such date or is otherwise insufficient to pay such
amount of accrued and unpaid interest to Wachovia, Wachovia shall have a claim
for the unpaid portion of such amount and shall share pari passu with
Certificateholders to the extent of such claim in the proceeds from the sale
or recovery of the Underlying Securities.

          (c) The Trustee hereby (i) acknowledges such sale, deposit and
delivery, pursuant to subsection (b) above, and receipt by it of the
Underlying Securities, (ii) accepts the trusts created hereunder in accordance
with the provisions hereof and of the Base Trust



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Agreement but subject to the Trustee's obligation, as and when the
same may arise, to make any payment or other distribution of the assets of the
Trust as may be required pursuant to this Series Supplement, the Base Trust
Agreement and the Certificates, and (iii) agrees to perform the duties herein
or therein required and any failure to receive reimbursement of expenses and
disbursements under Section 11 hereof shall not release the Trustee from its
duties herein or therein.

          Section 3. Designation. There is hereby created a Series of trust
certificates to be issued pursuant to the Base Trust Agreement and this Series
Supplement to be known as the "STRATS(SM) Certificates, Series 2004-1." The
Certificates shall be issued in two Classes, the Class A-1 Certificates and
the Class A-2 Certificates, having the terms provided for in this Series
Supplement. Each Class of Certificates shall be issued in the respective
amounts set forth in Section 5 and with the additional terms set forth in
Exhibit B to this Series Supplement. The Certificates shall be issued in
substantially the form set forth in Exhibit C to this Series Supplement with
such necessary or appropriate changes as shall be approved by the Trustor and
the Trustee, such approval to be manifested by the execution and
authentication thereof by the Trustee. The Certificates shall evidence
undivided ownership interests in the assets of the Trust, subject to the
liabilities of the Trust and shall be payable solely from payments or property
received by the Trustee on or in respect of the Underlying Securities.

          Section 4. Date of the Certificates. The Certificates that are
authenticated and delivered by the Trustee to or upon Trustor Order on the
Closing Date shall be dated the Closing Date. All other Certificates that are
authenticated after the Closing Date for any other purpose under the Agreement
shall be dated the date of their authentication.

          Section 5. Certificate Stated Amount and Denominations; Additional
Underlying Securities. On the Closing Date, up to 1,200,000 Class A-1
Certificates with an aggregate Stated Amount of $30,000,000 and up to 60 Class
A-2 Certificates with an aggregate Notional Amount of $30,000,000 may be
authenticated and delivered under the Base Trust Agreement and this Series
Supplement. Each of the Stated Amount of the Class A-1 Certificates and the
Notional Amount of the Class A-2 Certificates shall equal 100% of the initial
principal amount of Underlying Securities sold to the Trustee and deposited in
the Trust. Such Stated Amount and such Notional Amount shall be calculated
without regard to Certificates authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Certificates pursuant
to Sections 5.3, 5.4 or 5.5 of the Base Trust Agreement. The Trustor may sell
to the Trustee additional Underlying Securities on any date hereafter upon at
least ten (10) 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 fail to qualify as a
grantor trust under the Code. 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 Trustor, or its order, additional Class
A-1 Certificates in a Stated Amount and additional Class A-2 Certificates in a
Notional Amount equal to 100% of the principal amount of such additional
Underlying Securities. Any such additional Certificates authenticated and
delivered shall have the same terms and shall rank pari passu with the
corresponding Classes of Certificates previously issued in accordance with
this Series Supplement.



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

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

          Section 8. Call Warrants. (a) Concurrently with the execution of
this Series Supplement, the Trustee, on behalf of the Trust, shall execute the
Warrant Agent Agreement and a single certificate, dated as of the date hereof
and substantially in the form of Exhibit D hereto, initially evidencing all of
the Call Warrants. The Trustee shall perform the Trust's obligations under the
Warrant Agent Agreement and the Call Warrants in accordance with their
respective terms.

          (b) The Trustee may not enter into any amendment or modification of
the Call Warrant except as provided in Section VI.4 of the Call Warrant.

          (c) The Trustee shall notify the Certificateholders and the Rating
Agencies upon receipt of any notice, pursuant to the provision of the Call
Warrants, of a Warrantholder's intent to exercise its Call Warrants. Such
notice from the Trustee shall state (i) the Warrant Exercise Date, (ii) that
such exercise of the Call Warrant is conditional upon receipt by the Trustee
of the Warrant Exercise Purchase Price with respect to such exercise and (iii)
that the Trustee will select by lot for redemption a Stated Amount of Class
A-1 Certificates and a Notional Amount of Class A-2 Certificates equal to 100%
of the principal amount of Underlying Securities to be purchased and that such
redemption of the Certificates will occur on the Warrant Exercise Date at a
price equal (i) with respect to the Class A-1 Certificates, to 100% of the
Stated Amount of the Class A-1 Certificates to be redeemded ($25 per Class A-1
Certificate) plus accrued and unpaid interest to the date of redemption and
(ii) with respect to the Class A-2 Certificates, to accrued and unpaid
interest on the Notional Amount of the Class A-2 Certificates to be redeemded
to the date of redemption, plus the Make Whole Amount. A holder of a Call
Warrant may rescind its notice given pursuant to the terms of the Call Warrant
and any rescission of such notice or failure to pay the Warrant Exercise
Purchase Price pursuant to a rescinded notice shall not adversely affect the
right of a Warrantholder to deliver a notice thereafter. The Trustee shall
promptly notify Certificateholders of any rescission of such a notice and that
the redemption of Certificates in connection with such exercise is also
rescinded.

          (d) Upon the exercise of any Call Warrant in accordance with the
terms of the Call Warrants, the Trustee, after receipt of the Warrant Exercise
Purchase Price and the Call Warrants being exercised, shall deliver or cause
to be delivered upon the written direction of the Warrant Agent, by 1:00 p.m.
(New York City time) on the related Warrant Exercise Date, the Underlying
Securities as specified in the exercised Call Warrant by instructing the
Depositary to credit such Underlying Securities to the account of the
exercising Warrantholder or its nominee, provided that the Trustee shall have
received notice of the exercise of such Call Warrant from the Warrant Agent in
accordance with the terms of the Call Warrants and shall have received from
the Warrant Agent an amount, in immediately available funds in a form
acceptable to the Trustee, equal to the Warrant Exercise Purchase Price for
such Underlying Securities by 1:00 p.m. (New York City time) on the related
Warrant Exercise Date.



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          (e) Upon receipt of the Warrant Exercise Purchase Price pursuant to
this Section 8 and the Call Warrants being exercised, the Trustee shall
deposit the amount of the Warrant Exercise Purchase Price in the Certificate
Account on or before the related Warrant Exercise Date and pay to the
Certificateholders the amount described in Section 8(c)(iii) above. The
Certificates to be redeemed will be selected by the Trustee or DTC by lot and
will be paid for on the Warrant Exercise Date.

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

          Section 10. Distributions. (a) On each Scheduled Distribution Date,
the Trustee shall distribute to the Certificateholders the Fixed Payment, to
the extent of Interest Collections, and shall allocate such amount parri passu
to the Class A-1 Certificates and the Class A-2 Certificates based on the
respective Interest Rates (as set forth in Exhibit B hereto) of each such
Class. On the Maturity Date, and to the extent received on any other Scheduled
Distribution Date, the Trustee shall distribute to the Class A-1
Certificateholders, the principal amount of the Underlying Securities to the
extent the principal of the Underlying Securities is received by the Trustee
on such date or during the related Collection Period plus any accrued interest
thereon. In the event any redemption or other premium is paid on the
Underlying Securities, such amount shall be distributed to the Class A-2
Certificateholders in an amount up to the then applicable Make Whole Amount.
No distributions of principal shall be made on the Class A-2 Cerificates.
Notwithstanding the foregoing, if any payment with respect to the Underlying
Securities is made to the Trustee after the Underlying Securities Payment Date
on which such payment was due, the Trustee shall distribute such amount
received on the Business Day following such receipt.

          (b) In the event of a Payment Default, the Trustee shall proceed
against the Underlying Securities Issuer on behalf of the Certificateholders
to enforce the Underlying Securities or otherwise to protect the interests of
the Certificateholders, subject to the receipt of indemnity in form and
substance satisfactory to the Trustee; provided that, holders of the
Certificates representing a majority of the Voting Rights on the Certificates
will be entitled to direct the Trustee in any such proceeding or direct the
Trustee to sell the Underlying Securities, subject to the Trustee's receipt of
satisfactory indemnity. If the Trustee is directed to sell the Underlying
Securities, the Trustee shall solicit bids for the sale of the Underlying
Securities with settlement thereof on or before the third (3rd) Business Day
after such sale from three leading dealers in the relevant market, which may
include but not limited but is not limited to any three of the following
dealers: (1) Wachovia Securities (2) Goldman, Sachs & Co., (3) Lehman Brothers
Inc., (4) Merrill Lynch, Pierce, Fenner & Smith Incorporated, (5) Citigroup
Global Markets Inc., (6) J.P. Morgan Securities Inc. and (7) Deutsche Bank
Securities Inc.; provided, however, that no bid from Wachovia Securities or
any affiliate thereof shall be accepted unless such bid equals the then fair
market value of such Underlying Securities. The Trustee shall not be
responsible for the failure to obtain a bid so long as it has made reasonable
efforts to obtain




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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 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.

          (c) In the event that the Trustee receives money or other property
in respect of the Underlying Securities (other than a scheduled payment on or
with respect to an interest payment date) as a result of a Payment Default on
the Underlying Securities (including from the sale thereof), the Trustee will
promptly give notice as provided in Section 18(c) to the Depositary, or for
any Certificates which are not then held by the Depositary or any other
depository, directly to the registered holders of the Certificates then
outstanding and unpaid. Such notice shall state that, not later than 30 days
after the receipt of such moneys or other property, the Trustee will allocate
and distribute such moneys or other property to the holders of Certificates
then outstanding and unpaid, pro rata between each Class of Certificates by
Allocation Ratio (after deducting the costs incurred in connection therewith
and subject to clause (b)(ii) of Section 2). 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 Underlying Securities to
Certificateholders will be deemed to reduce the Outstanding Amount of
Certificates on a proportionate basis. Following such in kind distribution,
all Certificates will be cancelled. No amounts will be distributed to the
Trustor in respect of the Underlying Securities.

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

          (e) All distributions to Certificateholders of a Class shall be
allocated pro rata among the Certificates of such Class based on their
respective Outstanding Amount as of the Record Date.

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

          (g) (A) If (1) the Underlying Securities Issuer either (x) states in
writing that it intends permanently to cease filing periodic reports required
under the Securities Exchange Act of 1934 or (y) fails to file all required
periodic reports for one full year and (2) the Trustor determines after
consultation with the Securities and Exchange Commission, that under
applicable securities laws, rules or regulations the Trust must be liquidated
or the Underlying Securities distributed (an "SEC Reporting Failure"), then
the




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Trustor shall promptly notify the Trustee, each Rating Agency and to the
extent permitted by applicable law, the Warrantholders of such SEC Reporting
Failure and the Trustee shall liquidate or distribute in kind, as directed by
the Trustor, any remaining Underlying Securities and the Trustee will allocate
and distribute such moneys or other property to the holders of Certificates
then outstanding and unpaid, pro rata between each Class of Certificates by
Allocation Ratio.

               (B) In addition, the Call Warrants will become immediately
          exercisable upon the occurrence of an SEC Reporting Failure and, if
          the Call Warrants are in the money, as defined below, they will be
          deemed to be exercised without further action by the Warrantholders
          and will be cash settled concurrently with the distribution to
          Certificateholders.

               (C) If an SEC Reporting Failure occurs, the Trustee shall
          solicit bids for the sale of the Underlying Securities with
          settlement thereof on or before the third (3rd) Business Day after
          such sale from three leading dealers in the relevant market and the
          Warrantholders, and may solicit additional bids from such other
          parties as the Trustor deems appropriate. For purposes of this
          Section 10(g), the Call Warrants will be deemed to be "in the money"
          if the highest firm bid received with respect to all Underlying
          Securities held by the Trust exceeds the Warrant Exercise Purchase
          Price for such Underlying Securities, and cash settlement shall be
          made in an amount equal to such excess (but only if the Underlying
          Securities are actually sold at a price equal to the amount of such
          bid). Any of the following dealers shall be deemed to qualify as
          leading dealers: (1) Wachovia Securities (2) Goldman, Sachs & Co.,
          (3) Lehman Brothers Inc., (4) Merrill Lynch, Pierce, Fenner & Smith
          Incorporated, (5) Citigroup Global Markets Inc., (6) J.P. Morgan
          Securities Inc. and (7) Deutsche Bank Securities Inc.; provided,
          however, that the Trustee may also solicit bids from other leading
          dealers; provided, further, that no bid from Wachovia Securities or
          any affiliate thereof shall be accepted unless such bid equals the
          then fair market value of such Underlying Securities. The Trustee
          shall not be responsible for the failure to obtain a bid so long as
          it has made reasonable efforts to obtain bids. If a bid for the sale
          of the Underlying Securities has been accepted by the Trustee but
          the sale has failed to settle on the proposed settlement date, the
          Trustee shall request new bids from such leading dealers.

               (D) Notwithstanding the foregoing, if at any time an SEC
          Reporting Failure occurs and is continuing, Warrantholders will
          continue to have the right to exercise the Call Warrants in
          accordance with Section 8 so long as the Call Warrants are exercised
          prior to the liquidation or distribution of the Underlying
          Securities. Any payments to Certificateholders in connection with
          such exercise shall be made as set forth in Section 8.

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



                                      10
<PAGE>

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

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

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

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

          (c) The parties acknowledge that the Trustee, as the holder of the
Underlying Securities, has the right to vote and give consents and waivers in
respect of the Underlying Securities and enforce the other rights, if any, of
a holder of the Underlying Securities, except as otherwise limited by the Base
Trust Agreement or this Series Supplement. In the event that the Trustee
receives a request from the Underlying Securities Trustee, the Underlying
Securities Issuer or, if applicable, the Depositary with respect to the
Underlying Securities, for the Trustee's consent to any amendment,
modification or waiver of the Underlying Securities, or any document relating
thereto, or receives any other solicitation for any action with respect to the
Underlying Securities, the Trustee shall within two (2) Business Days mail a
notice of such proposed amendment, modification, waiver or solicitation to
each Certificateholder of record as of the date of such request. The Trustee
shall request instructions from the Certificateholders as to what action to
take in response to such request and shall be protected in taking no action if
no direction is received. Except as otherwise provided herein, the Trustee
shall consent or vote, or refrain from consenting or voting, in the same
proportion (based on the Stated Amounts of the Class A-1 Certificates) as the
Class A-1 Certificates of the Trust were actually voted or not voted by the
Holders thereof as of the date determined by the Trustee prior to the date
such vote or consent is required; provided, however, that, notwithstanding
anything to the contrary in the Base Trust Agreement or this Series
Supplement, the Trustee shall at no time vote in favor of or consent to any
matter (i) which would alter the timing or amount of any payment on the
Underlying Securities (including, without limitation, any demand to accelerate
the Underlying Securities) or (ii) which would result in the exchange or
substitution of any Underlying Security whether or not pursuant to a plan for
the refunding or refinancing of such Underlying Security,



                                      11
<PAGE>


except in each case with the unanimous consent of the Certificateholders. The
Trustee shall have no liability for any failure to act or to refrain from
acting resulting from the Certificateholders' late return of, or failure to
return, directions requested by the Trustee from the Certificateholders.

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

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

          Section 13. Compensation of Trustee. The Trustee shall be entitled
to receive from the Trustor as compensation for its services hereunder,
trustee's fees pursuant to a separate agreement between the Trustee and the
Trustor, and shall be reimbursed for all reasonable expenses, disbursements
and advances incurred or made by it (including the reasonable compensation,
disbursements and expenses of its counsel and other persons not regularly in
its employ). The Trustor shall indemnify and hold harmless the Trustee and its
successors, assigns, agents and servants against any and all loss, liability
or reasonable expense (including attorney's fees) incurred by it in connection
with the administration of this trust and the performance of its duties
thereunder. The Trustee shall notify the Trustor promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Trustor
shall not relieve the Trustor of its obligations hereunder. The Trustor need
not reimburse any expense or indemnify against any loss, liability or expense
incurred by the Trustee through the Trustee's own willful misconduct,
negligence or bad faith. The indemnities contained in this Section 11 shall
survive the resignation or termination of the Trustee or the termination of
this Agreement.

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

          Section 14. Modification or Amendment. The Trustee shall not enter
into any modification or amendment of the Base Trust Agreement or this Series
Supplement unless such modification or amendment is in accordance with Section
10.1 of the Base Trust Agreement. If the Rating Agency Condition is not
satisfied with respect to any proposed modification or amendment of the Base
Trust Agreement or this Series Supplement, then any such modification or
amendment must be approved by 100% of the Certificateholders. Pursuant to
Section 5 of this Series Supplement, the Trustor may sell to the Trustee
additional Underlying Securities from time to time without violation or
trigger of this Section 14.

          Section 15. Accounting. Notwithstanding Section 3.16 of the Base
Trust Agreement, "Independent Public Accountants' Administration Report," no
such accounting



                                      12
<PAGE>

reports shall be required. Pursuant to Section 4.2 of the Base Trust
Agreement, "Reports to Certificateholders," the Trustee shall cause the
statement described in Section 4.2 to be prepared and forwarded as provided
therein.

          Section 16. No Investment of Amounts Received on Underlying
Securities. All amounts received on or with respect to the Underlying
Securities shall be held uninvested by the Trustee.

          Section 17. No Event of Default. There shall be no Events of Default
defined with respect to the Certificates.

          Section 18. Notices. (a) All directions, demands and notices
hereunder and under the Agreement shall be in writing and shall be deemed to
have been duly given when received if personally delivered or mailed by first
class mail, postage prepaid or by express delivery service or by certified
mail, return receipt requested or delivered in any other manner specified
herein, (i) in the case of the Trustor, to Synthetic Fixed-Income Securities,
Inc., One Wachovia Center 301 South College Street, DC-8 Charlotte, NC 28288,
Attention: Investment Grade Debt Syndicate Desk, or such other address as may
hereafter be furnished to the Trustee in writing by the Trustor, and (ii) in
the case of the Trustee, to U.S. Bank Trust National Association, 100 Wall
Street, Suite 1600, New York, New York 10005, Attention: Corporate Trust,
facsimile number (212) 809-5459, or such other address as may hereafter be
furnished to the Trustor in writing by the Trustee.

          (b) For purposes of delivering notices to the Rating Agency under
Section 10.07 of the Base Trust Agreement, "Notice to Rating Agency," or
otherwise, such notices shall be mailed or delivered as provided in such
Section 10.07, "Notice to Rating Agency," to: Standard & Poor's Ratings
Services, 55 Water Street, New York, New York 10041; and Moody's Investors
Service, Inc., Structured Derivative Products, 99 Church Street, New York, New
York 10007; or such other address as the Rating Agency may designate in
writing to the parties hereto.

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

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

          Section 19. Access to Certain Documentation. Access to documentation
regarding the Underlying Securities will be afforded without charge to any
Certificateholder so requesting pursuant to Section 3.17 of the Base Trust
Agreement, "Access to Certain Documentation." Additionally, the Trustee shall
provide at the request of any Certificateholder



                                      13
<PAGE>

without charge to such Certificateholder the name and address of each
Certificateholder of Certificates hereunder as recorded in the
Certificate Register for purposes of contacting the other Certificateholders
with respect to their rights hereunder or for the purposes of effecting
purchases or sales of the Certificates, subject to the transfer restrictions
set forth herein.

          Section 20. Advances. There is no Administrative Agent specified
herein; hence no person (including the Trustee) shall be permitted or
obligated to make Advances as described in Section 4.3 of the Base Trust
Agreement, "Advances."

          Section 21. Ratification of Agreement. With respect to the Series
issued hereby, the Base Trust Agreement (including the grant of a security
interest in Section 10.8 of the Base Trust Agreement with respect to the
Underlying Securities conveyed hereunder), as supplemented by this Series
Supplement, is in all respects ratified and confirmed, and the Base Trust
Agreement as so supplemented by this Series Supplement shall be read, taken
and construed as one and the same instrument. To the extent there is any
inconsistency between the terms of the Base Trust Agreement and this Series
Supplement, the terms of this Series Supplement shall govern.

          Section 22. Counterparts. This Series Supplement may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and
the same instrument.

          Section 23. Governing Law. This Series Supplement and each
Certificate issued hereunder shall be governed by and construed in accordance
with the laws of the State of New York applicable to agreements made and to be
performed entirely therein without reference to such State's principles of
conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby, and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws. The State of New York is the securities intermediary's jurisdiction of
the Securities Intermediary for purposes of the UCC.

          Section 24. Certificate of Compliance. The Trustor shall deliver to
the Trustee on or prior to June 30 of each year prior to a Trust Termination
Event the Officer's Certificate as to compliance as required by Section 6.1(b)
of the Base Trust Agreement.

          Section 25. Certain Filing to be Made by the Trustee. In the event
that a Payment Default or a SEC Reporting Failure occurs and the Underlying
Securities are liquidated at a loss, the Trustee will disclose pursuant to
Treasury Regulation Section 1.6011-4 the loss in accordance with the
procedures of such regulation, unless the Trustees obtain advice from counsel
that such disclosure in not necessary. In general, the Trustee will (x) attach
a completed Form 8886 to its tax return in the year the requisite loss occurs
and (y) file a completed form with the Office of Tax Shelter Analysis (OTSA)
at: Internal Revenue Service LM:PFTG:OTSA, Large and Midsize Business
Division, 1111 Constitution Avenue., NW., Washington DC 20224 (or such other
address subsequently required).

          Section 26. Establishment of Certificate Account. The Securities
Intermediary and the Trustee hereby represent and warrant that:



                                      14
<PAGE>

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

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

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

          Section 27. Statement of Intent. It is the intention of the parties
hereto that, for purposes of federal income taxes, state and local income and
franchise taxes and any other taxes imposed upon, measured by or based upon
gross or net income, the Trust shall be treated as a grantor trust, but
failing that, as a partnership (other than a publicly traded partnership
treated as a corporation) and, in any event, not taxable as a corporation. The
parties hereto agree that, unless otherwise required by appropriate tax
authorities, the Trustee shall file or cause to be filed annual or other
necessary returns, reports and other forms consistent with such intended
characterization. In the event that the Trust is characterized by appropriate
tax authorities as a partnership for federal income tax purposes, each
Certificateholder, by its acceptance of its Certificate, agrees to report its
respective share of the items of income, deductions, and credits of the Trust
on its respective returns (making such elections as to individual items as may
be appropriate) in accordance with Treasury Regulations Section 1.761-2(b)
(the "761 Election") and in a manner consistent with the exclusion of the
Trust from partnership tax accounting. The terms of the Agreement shall be
interpreted to further these intentions of the parties. As further
consideration for each Certificateholder's purchase of a Certificate, each
such Certificateholder is deemed to agree not to irrevocably delegate to any
person (for a period of more than one year) authority to purchase, sell or
exchange its Certificates.

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

          Section 28. Filing of Partnership Returns. In the event that the
Trust is characterized (by appropriate tax authorities) as a partnership for
United States federal income tax purposes, and the 761 Election is
ineffective, the Trustor agrees to reimburse the Trust for any expenses
associated with the filing of partnership returns (or returns related
thereto).

          Section 29. "Financial Assets" Election. The Securities Intermediary
hereby agrees that the Underlying Securities credited to the Certificate
Account shall be treated as a "financial asset" within the meaning of Section
8-102(a)(9) of the UCC.

          Section 30. Trustee's Entitlement Orders. If at any time the
Securities Intermediary shall receive any order from the Trustee directing the
transfer or redemption of any Underlying Securities credited to the
Certificate Account, the Securities Intermediary shall




                                      15
<PAGE>

comply with such entitlement order without further consent by the
Trustor or any other Person. The Securities Intermediary shall take all
instructions (including without limitation all notifications and entitlement
orders) with respect to the Certificate Account solely from the Trustee.

          Section 31. Conflict with Other Agreements. The Securities
Intermediary hereby confirms and agrees that:

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

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

          (c) It has not entered into, and until the termination of the
Agreement will not enter into, any agreement with any Person purporting to
limit or condition the obligation of the Securities Intermediary to comply
with entitlement orders as set forth in Section 30 hereof.

          Section 32. Additional Trustee and Securities Intermediary
Representations. The Trustee and the Securities Intermediary each hereby
represents and warrants as follows:

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

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

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

          Section 33. Additional Trustor Representations. The Trustor hereby
represents and warrants to the Trustee as follows:



                                      16
<PAGE>

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

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

          (c) The Trustor has not assigned, pledged, sold, granted a security
interest in or otherwise conveyed any interest in the Underlying Securities
(or, if any such interest has been assigned, pledged or otherwise encumbered,
it has been released), except such interests sold pursuant to the Agreement.
The Trustor has not authorized the filing of and is not aware of any financing
statements against the Trustor that includes a description of the Underlying
Securities, other than any such filings pursuant to the Agreement. The Trustor
is not aware of any judgment or tax lien filings against Trustor.

          Section 34. Certification Requirements. The Trustee agrees to
obtain, at the Trustor's direction and expense, a report of an independent
public accountant sufficient for the Trustor on behalf of the Trust to satisfy
its obligations with respect to certification requirements under Rules 13a-14
and 15d-14 of the Exchange Act.

          Section 35. Transfer Restrictions for Class A-2 Certificates. The
Class A-2 Certificates may not be transferred except to a transferee whom the
transferor of the Class A-2 Certificates reasonably believes is (A) a
"Qualified Institutional Buyer" (as defined in Rule 144A under the Securities
Act) and (B) acquiring the Class A-2 Certificates for its own account or for
the account of an investor of the type described in clause (A) above as to
which the transferee exercises sole investment discretion. In addition, each
transferee shall be required to deliver to the Trustee an investment letter in
the form of Exhibit [III] hereto. The Class A-2 Certificates (or the Class A-2
Certificates issued upon the transfer of the Class A-2 Certificates) shall be
issued with a legend in substantially the following form:

         "These Class A-2 Certificates have not been registered under the
         Securities Act of 1933, as amended and may not be transferred, sold
         or otherwise disposed of except while a registration under such Act
         is in effect or pursuant to the exemption therefrom under such Act
         provided pursuant to Rule 144A thereunder. The Class A-2 Certificates
         represented hereby may be transferred only in compliance with the
         conditions specified in these Class A-2 Certificates including the
         delivery of an Investment Letter in the form attached hereto. Each
         prospective transferee of these Class A-2 Certificates shall be
         required to represent that it is (A) a "Qualified Institutional
         Buyer" (as defined in Rule 144A) and (B) acquiring the Class A-2
         Certificates for its own account or for the account of an investor of
         the type described in clause (A) above as to which the transferee
         exercises sole investment discretion."



                                      17
<PAGE>


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


                                     SYNTHETIC FIXED-INCOME SECURITIES,
                                     INC.


                                     By:  /s/ Teresa Hee
                                        --------------------------------------
                                                 Authorized Signatory


                                     U.S. BANK TRUST NATIONAL ASSOCIATION,
                                     as Trustee


                                     By: /s/ Janet Ohara
                                        --------------------------------------
                                               Responsible Officer




<PAGE>

<TABLE>
<CAPTION>
                                                                                                EXHIBIT A




                      IDENTIFICATION OF THE UNDERLYING SECURITIES AS OF CLOSING DATE



<S>                                         <C>
Underlying Issuer:                          The Boeing Company

Underlying Securities:                      Forty Year 6.625% Debentures due February 15, 2038

Maturity Date/Final Distribution Date:      February 15, 2038

Original Principal Amount Issued:           $300,000,000

CUSIP No.:                                  097023 AS4

Stated Interest Rate:                       6.625% per annum

Interest Payment Dates:                     February 15 and August 15

Optional Redemption:                        The Underlying Securities will be redeemable, in whole or in
                                            part, at the option of the Underlying Securities Issuer, at
                                            any time or from time to time, at a redemption price equal
                                            to the greater of (i) 100% of the principal amount of the
                                            Underlying Securities to be redeemed or (ii) the sum of the
                                            present values of the remaining scheduled payments of
                                            principal and interest on the related Underlying Securities
                                            discounted, on a semiannual basis, assuming a 360-day year
                                            consisting of twelve 30-day months, at the Treasury Rate (a
                                            yield determined in accordance with the related Indenture
                                            and based on a United States Treasury security that would be
                                            utilized, at the time of selection and in accordance with
                                            customary financial practice, in pricing new issues of
                                            corporate debt securities of comparable maturity to the
                                            remaining term of the related Underlying Securities) plus 15
                                            basis points, in each case, together with accrued interest
                                            on the principal amount of Underlying Securities being
                                            redeemed to the date of redemption.



                                                   A-1
<PAGE>

Principal Amount of Underlying
Securities Deposited
Under Trust Agreement:                      $30,000,000
</TABLE>



The Underlying Securities will be held by the Trustee as book-entry credits to
an account of the Trustee or its agent at the Depositary.



                                      A-2
<PAGE>

<TABLE>
<CAPTION>
                                                                                 EXHIBIT B



                       TERMS OF THE CERTIFICATES AS OF CLOSING DATE


<S>                                         <C>
Maximum Number of STRATS(SM),
    Series 2004-1:                          Class A-1: Up to 1,200,000
                                            Class A-2: Up to 60

Aggregate Outstanding Amount of
    STRATS(SM) Certificates,
    Series 2004-1:                          Class A-1: $30,000,000 (Stated Amount)
                                            Class A-2: $30,000,000 (Notional Amount)

Authorized Denomination:                    Class A-1: $25 and integral multiples thereof
                                            Class A-2: $500,000 and integral multiples
                                                       thereof

Rating Agencies:                            Moody's and S&P

Closing Date:                               January 23, 2004

Distribution Dates:                         February 15 and August 15 or any
                                            Underlying Securities Default Distribution
                                            Date.

Interest Rate:                              Class A-1: 6.00% per annum, calculated on
                                            the outstanding Stated Amount
                                            Class A-2: 0.625% per annum, calculated
                                            on the outstanding Notional Amount

Notional Amount:                            For the Class A-2 Certificates, initially
                                            $500,000 per Certificate and $30,000,000 in
                                            the aggregate, and at any time an amount
                                            equal to the outstanding principal balance of
                                            the Underlying Securities.

Maturity Date/
  Final Distribution Date:                  February 15, 2038

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

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


                                           B-1
<PAGE>

                                            between the Trustee and the Trustor.

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

Corporate Trust Office:                     U.S. Bank Trust National Association 100
                                            Wall Street, Suite 1600 New York, New
                                            York 10005 Attention: Corporate Trust
                                            Department, Regarding STRATS Trust For
                                            Boeing Securities, Series 2004-1
</TABLE>



                                           B-2
<PAGE>

                                                                     EXHIBIT C




                        FORM OF CLASS A-1 CERTIFICATES



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

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

CERTIFICATE NUMBER [____]                               1,200,000 Certificates
CUSIP: [   ]                             $30,000,000 Certificate Stated Amount
CLASS A-1 INTEREST RATE: 6.00% per annum.

                      STRATS CERTIFICATES, SERIES 2004-1

evidencing an undivided interest in the Trust, as defined below, the assets of
which include Forty Year 6.625% Debentures due February 15, 2038 issued by the
Underlying Securities Issuer.

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

     THIS CERTIFIES THAT Cede & Co. is the registered owner of a
nonassessable, fully-paid, fractional undivided interest in STRATS Trust For
Boeing Securities, Series 2004-1 (the "Trust") formed by SYNTHETIC
FIXED-INCOME SECURITIES, INC., as Trustor (the "Trustor") evidenced by Class
A-1 Certificates in the number and the Stated Amount set forth above.

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



                                     C-1
<PAGE>

Supplement 2004-1, dated as of January 23, 2004 (the "Series Supplement" and,
together with the Agreement, the "Trust Agreement"), between the Trustor and
the Trustee. This Certificate does not purport to summarize the Trust
Agreement and reference is hereby made to the Trust Agreement for information
with respect to the interests, rights, benefits, obligations, proceeds and
duties evidenced hereby and the rights, duties and obligations of the Trustee
with respect hereto. A copy of the Trust Agreement may be obtained from the
Trustee by written request sent to the Corporate Trust Office. Capitalized
terms used but not defined herein have the meanings assigned to them in the
Trust Agreement.

     This Certificate is one of the duly authorized Certificates designated as
"STRATS Certificates, Series 2004-1 Class A-1 (herein called the "Certificate"
or "Certificates"). This Certificate is issued under and is subject to the
terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. The assets of the Trust include the
Underlying Securities and all proceeds of the Underlying Securities.
Additional Underlying Securities may be sold to the Trustee and additional
Certificates may be authenticated and delivered from time to time as provided
in the Trust Agreement, which additional Certificates shall rank pari passu
with all other Certificates issued in accordance with the Series Supplement.

     Under the Trust Agreement, there shall be distributed on the dates
specified in the Trust Agreement (a "Distribution Date"), to the person in
whose name this Certificate is registered at the close of business on the
related Record Date, such Certificateholder's fractional undivided interest in
the amount of distributions of the Underlying Securities to be distributed to
Certificateholders on such Distribution Date. The Underlying Securities will
pay interest on February 15 and August 15 of each year commencing on February
16, 2004. The principal of the Underlying Securities is scheduled to be paid
on February 15, 2038.

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

     It is the intent of the Trustor and the Certificateholders that the Trust
will be classified as a grantor trust under subpart E, Part I of subchapter J
of the Internal Revenue Code of 1986, as amended. Except as otherwise required
by appropriate taxing authorities, the Trustor and the Trustee, by executing
the Trust Agreement, and each Certificateholder, by acceptance of a
Certificate, agrees to treat, and to take no action inconsistent with the
treatment of, the Certificates for such tax purposes as interests in a grantor
trust and the provisions of the Trust Agreement shall be interpreted to
further this intention of the parties.

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



                                     C-2
<PAGE>

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

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

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

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






                        FORM OF CLASS A-2 CERTIFICATES



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

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

THESE CLASS A-2 CERTIFICATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF
EXCEPT WHILE A REGISTRATION UNDER SUCH ACT IS IN EFFECT OR PURSUANT TO THE
EXEMPTION THEREFROM UNDER SUCH ACT PROVIDED PURSUANT TO RULE 144A THEREUNDER.
THE CLASS A-2 CERTIFICATES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN



                                     C-3
<PAGE>

COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THESE CLASS A-2 CERTIFICATES
INCLUDING THE DELIVERY OF AN INVESTMENT LETTER IN THE FORM ATTACHED HERETO.
EACH PROSPECTIVE TRANSFEREE OF THESE CLASS A-2 CERTIFICATES SHALL BE REQUIRED
TO REPRESENT THAT IT IS (A) A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
RULE 144A) AND (B) ACQUIRING THE CLASS A-2 CERTIFICATES FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF AN INVESTOR OF THE TYPE DESCRIBED IN CLAUSE (A) ABOVE AS TO
WHICH THE TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION.

CERTIFICATE NUMBER [____]                                      60 Certificates
CUSIP: [   ]                           $30,000,000 Certificate Notional Amount
CLASS A-2 INTEREST RATE: 0.625% per annum.

                      STRATS CERTIFICATES, SERIES 2004-1

evidencing an undivided interest in the Trust, as defined below, the assets of
which include Forty Year 6.625% Debentures due February 15, 2038 issued by the
Underlying Securities Issuer.

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

     THIS CERTIFIES THAT Cede & Co. is the registered owner of a
nonassessable, fully-paid, fractional undivided interest in STRATS Trust For
Boeing Securities, Series 2004-1 (the "Trust") formed by SYNTHETIC
FIXED-INCOME SECURITIES, INC., as Trustor (the "Trustor") evidenced by Class
A-2 Certificates in the number and the Notional Amount set forth above.

     The Trust was created pursuant to a Base Trust Agreement, dated as of
September 26, 2003 (as amended and supplemented, the "Agreement"), between the
Trustor and U.S. Bank Trust National Association, a national banking
association, not in its individual capacity but solely as Trustee (the
"Trustee"), as supplemented by the STRATS Certificates Series Supplement
2004-1, dated as of January 23, 2004 (the "Series Supplement" and, together
with the Agreement, the "Trust Agreement"), between the Trustor and the
Trustee. This Certificate does not purport to summarize the Trust Agreement
and reference is hereby made to the Trust Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds and duties
evidenced hereby and the rights, duties and obligations of the Trustee with
respect hereto. A copy of the Trust Agreement may be obtained from the Trustee
by written request sent to the Corporate Trust Office. Capitalized terms used
but not defined herein have the meanings assigned to them in the Trust
Agreement.

     This Certificate is one of the duly authorized Certificates designated as
"STRATS Certificates, Series 2004-1 Class A-2 (herein called the "Certificate"
or "Certificates"). This Certificate is issued under and is subject to the
terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. The assets of the Trust include the
Underlying Securities and all proceeds of the Underlying Securities.
Additional Underlying Securities may be sold to the Trustee and additional
Certificates may be authenticated and



                                     C-4
<PAGE>

delivered from time to time as provided in the Trust Agreement, which
additional Certificates shall rank pari passu with all other Certificates
issued in accordance with the Series Supplement.

     Under the Trust Agreement, there shall be distributed on the dates
specified in the Trust Agreement (a "Distribution Date"), to the person in
whose name this Certificate is registered at the close of business on the
related Record Date, such Certificateholder's fractional undivided interest in
the amount of distributions of the Underlying Securities to be distributed to
Certificateholders on such Distribution Date. The Underlying Securities will
pay interest on February 15 and August 15 of each year commencing on February
16, 2004.

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

     It is the intent of the Trustor and the Certificateholders that the Trust
will be classified as a grantor trust under subpart E, Part I of subchapter J
of the Internal Revenue Code of 1986, as amended. Except as otherwise required
by appropriate taxing authorities, the Trustor and the Trustee, by executing
the Trust Agreement, and each Certificateholder, by acceptance of a
Certificate, agrees to treat, and to take no action inconsistent with the
treatment of, the Certificates for such tax purposes as interests in a grantor
trust and the provisions of the Trust Agreement shall be interpreted to
further this intention of the parties.

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

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

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

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

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



                                     C-5
<PAGE>

                                                                    EXHIBIT D

                                 CALL WARRANT

             STRATS(SM) TRUST FOR BOEING SECURITIES, SERIES 2004-1

                                 Call Warrant

                         Dated as of January 23, 2004

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

THESE CALL WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT
WHILE A REGISTRATION UNDER SUCH ACT IS IN EFFECT OR PURSUANT TO THE EXEMPTION
THEREFROM UNDER SUCH ACT PROVIDED PURSUANT TO RULE 144A THEREUNDER. THE CALL
WARRANTS REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE
CONDITIONS SPECIFIED IN THESE CALL WARRANTS INCLUDING THE DELIVERY OF AN
INVESTMENT LETTER IN THE FORM ATTACHED HERETO. EACH PROSPECTIVE TRANSFEREE OF
THESE CALL WARRANTS SHALL BE REQUIRED TO REPRESENT THAT IT IS (A) A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) AND (B) ACQUIRING THE CALL
WARRANTS FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN INVESTOR OF THE TYPE
DESCRIBED IN CLAUSE (A) ABOVE AS TO WHICH THE TRANSFEREE EXERCISES SOLE
INVESTMENT DISCRETION.

             STRATS(SM) TRUST FOR BOEING SECURITIES, SERIES 2004-1

                                 Call Warrant

      60 Warrants; Each Warrant Relating to $500,000 principal amount of
                             Underlying Securities

No. W-1 January 23, 2004

     U.S. Bank Trust National Association, as warrant agent (the "Warrant
Agent") under the Warrant Agent Agreement dated as of January 23, 2004 by and
among Synthetic Fixed-Income Securities, Inc. (the "Trustor"), U.S. Bank Trust
National Association, a national banking association, not in its individual
capacity but solely as Trustee (the "Trustee") and the Warrant Agent, in
connection with $30,000,000 principal amount of The Boeing Company 6.625%
Debentures due February 15, 2038 (the "Underlying Securities") deposited in
STRATS(SM) Trust For Boeing Securities, Series 2004-1 (the "Trust"), a trust
created under the laws of the State of New York pursuant to a Base Trust
Agreement, dated as of September 26, 2003 (the "Agreement"), between the
Trustor and the Trustee, as supplemented by the STRATS(SM) Series



                                     D-1
<PAGE>

Supplement 2004-1, dated as of January 23, 2004 (the "Series Supplement" and,
together with the Agreement, the "Trust Agreement"), between the Trustor and
the Trustee, for value received, hereby certifies that [ ] or registered
assigns, is entitled to purchase Underlying Securities of $500,000 principal
amount, per each Call Warrant, on any Warrant Exercise Date (as defined below)
designated by the holder of these instruments (the "Call Warrants") at a
purchase price equal to the Warrant Exercise Purchase Price (as defined
below), all subject to the terms and conditions set forth below.

     Certain capitalized terms used in this Call Warrant are defined in
Article IV hereof; capitalized terms used but not defined herein shall have
the respective meanings set forth in the Trust Agreement; references to an
"Exhibit" are, unless otherwise specified, to one of the Exhibits attached to
this Call Warrant and references to a "Section" are, unless otherwise
specified, to one of the sections of this Call Warrant.

                                  Article I

                             Exercise of Warrants

     Section I.1 Manner of Exercise. (a) Each of these Call Warrants may be
exercised by the holder hereof (each, a "Warrantholder"), on any Warrant
Exercise Date. Each Call Warrant must be exercised in whole and not in part;
however on any Warrant Exercise Date the Warrantholder may exercise any one,
or all, or any intermediate whole number of the unexercised Call Warrants held
by it on such Warrant Exercise Date. The following conditions shall apply to
any exercise of these Call Warrants:

          (i) A written notice in the form of Exhibit I hereto (the "Call
     Notice") specifying the number of Call Warrants being exercised and the
     Warrant Exercise Date shall be delivered to the Warrant Agent and the
     Trustee at least 10 but not greater than 60 days before such Warrant
     Exercise Date.

          (ii) The Warrantholder shall surrender these Call Warrants to the
     Warrant Agent at its office specified in Section VI.3 hereof no later
     than 11:00 a.m. (New York City time) on such Warrant Exercise Date.

          (iii) The Warrantholder shall have made payment to the Warrant
     Agent, by wire transfer or other immediately available funds acceptable
     to the Warrant Agent, in the amount of the Warrant Exercise Purchase
     Price for the exercised Call Warrants, no later than 11:00 a.m. (New York
     City time) on the Warrant Exercise Date and shall have delivered in
     connection with its payment, an executed subscription for the Underlying
     Securities in the form of Exhibit II hereto.

          (iv) The Warrantholder shall have satisfied all conditions to the
     exercise of Call Warrants set forth in Section 8 of the Series
     Supplement.

     Upon exercise of these Call Warrants, the Warrantholder shall be entitled
to delivery of the Called Underlying Securities. The "Called Underlying
Securities" shall be Underlying Securities having a principal amount equal to
$500,000 per exercised Call Warrant.



                                     D-2
<PAGE>

     (b) The Warrant Agent shall notify the Trustee immediately upon receipt
by the Warrant Agent of a notice by the holder of this Call Warrant and upon
receipt of payment of the applicable Warrant Exercise Purchase Price from such
holder pursuant to clause (a) of this Section I.1. The Warrant Agent shall
transfer each payment made by the holder hereof pursuant to clause (a) of this
Section I.1 to the Trustee in immediately available funds, for application
pursuant to the Trust Agreement no later than 1:00 p.m. (New York City time)
on the applicable Warrant Exercise Date (and, pending such transfer, shall
hold each such payment for the benefit of the holder hereof in a segregated
trust account).

     (c) A notice by the holder of a Call Warrant does not impose any
obligations on a holder of a Call Warrant in any way to pay any Warrant
Exercise Purchase Price. If, by 11:00 a.m. (New York City time) on the Warrant
Exercise Date, the holder of the Call Warrant being exercised has not paid the
Warrant Exercise Purchase Price, then such notice shall automatically expire
and none of the holders of such Call Warrant, the Warrant Agent and the
Trustee shall have any obligations with respect to such notice by the holder
of such Call Warrant. The expiration of a notice by the holder of this Call
Warrant shall in no way affect a holder of a Call Warrant's right to
subsequently deliver a notice which satisfies the terms of the Trust
Agreement.

     (d) The Call Warrants will become immediately exercisable upon an SEC
Reporting Failure and, if the Call Warrants are in the money, as defined in
the Trust Agreement, they will be deemed to be exercised without further
action by the Warrantholders and will be cash settled concurrently with the
distribution to Certificateholders, as provided in Section 10(g) of the Trust
Agreement.

     Section I.2 Transfer of Underlying Securities. As soon as practicable
after each surrender of these Call Warrants, and no later than 11:00 a.m. (New
York City time) on the Warrant Exercise Date and upon satisfaction of all
other requirements described in this Call Warrant, the Warrant Agent shall
instruct the Trustee to cause the Called Underlying Securities represented by
the number of Warrants being exercised hereunder to be registered on the
book-entry system of the related depositary in the registered name or names
furnished by the holder, and, in case such exercise is of less than all of
these Call Warrants, new Call Warrants of like tenor, representing the
remaining unexercised and outstanding Call Warrants of the holder, shall be
delivered by the Warrant Agent to the holder hereof. The Trustee shall cause
the delivery of the Called Underlying Securities to the holder or its nominee
no later than 1:00 p.m. (New York City time) on the applicable Warrant
Exercise Date in accordance with Section 8(e) of the Series Supplement.

     Section I.3 Cancellation and Destruction of Call Warrant. All Call
Warrants surrendered to the Warrant Agent for the purpose of exercise pursuant
to Section I.1 and actually exercised, or for the purpose of transfer or
exchange pursuant to Article III, shall be cancelled by the Warrant Agent, and
no Call Warrant (other than that reflecting such transfer or exchange) shall
be issued in lieu thereof. The Warrant Agent shall destroy all cancelled Call
Warrants.

     Section I.4 No Rights as Holder of Underlying Securities Conferred by
Warrants. Prior to the exercise hereof, these Call Warrants shall not entitle
the holder hereof to any of the rights of a holder of the Underlying
Securities, including, without limitation, the right to receive



                                     D-3
<PAGE>

the payment of any amount on or in respect of the Underlying Securities or to
enforce any of the covenants of the Trust Agreement.

                                  Article II

                           Restrictions on Transfer

     Section II.1 Restrictive Legends. These Call Warrants may not be
transferred except to a transferee whom the transferor of these Call Warrants
reasonably believes is (A) a "Qualified Institutional Buyer" (as defined in
Rule 144A under the Securities Act) and (B) acquiring the Call Warrants for
its own account or for the account of an investor of the type described in
clause (A) above as to which the transferee exercises sole investment
discretion. In addition, each transferee shall be required to deliver to the
Warrant Agent an investment letter in the form of Exhibit III hereto.

Except as otherwise permitted by this Article II, the Call Warrants (or the
Call Warrants issued upon the transfer of the Call Warrants) shall be issued
with a legend in substantially the following form:

     "These Call Warrants have not been registered under the Securities Act of
1933, as amended and may not be transferred, sold or otherwise disposed of
except while a registration under such Act is in effect or pursuant to the
exemption therefrom under such Act provided pursuant to Rule 144A thereunder.
The Call Warrants represented hereby may be transferred only in compliance
with the conditions specified in these Call Warrants including the delivery of
an Investment Letter in the form attached hereto. Each prospective transferee
of these Call Warrants shall be required to represent that it is (A) a
"Qualified Institutional Buyer" (as defined in Rule 144A) and (B) acquiring
the Call Warrants for its own account or for the account of an investor of the
type described in clause (A) above as to which the transferee exercises sole
investment discretion."

     Section II.2 Notice of Proposed Transfer; Opinions of Counsel. Prior to
any transfer of any Call Warrant, the holder hereof will give five (5)
Business Days (or such lesser period acceptable to the Warrant Agent) prior
written notice to the Warrant Agent of such holder's intention to effect such
transfer and to comply in all other respects with this Section II.2. Each
transfer of Call Warrants must be for a whole number of Call Warrants.

                                 Article III

               Registration and Transfer of Call Warrants, etc.

     Section III.1 Warrant Register; Ownership of Call Warrants. The Warrant
Agent will keep a register in which the Warrant Agent will provide for the
registration of Call Warrants and the registration of transfers of Call
Warrants representing whole numbers of Warrants. The Trustee and the Warrant
Agent may treat the Person in whose name any Call Warrant is registered on
such register as the owner thereof for all purposes, and the Trustee and the
Warrant Agent shall not be affected by any notice to the contrary.



                                     D-4
<PAGE>

     Section III.2 Transfer and Exchange of Call Warrants. Upon surrender of
any Call Warrant for registration of transfer or for exchange to the Warrant
Agent, the Warrant Agent shall (subject to compliance with Article II) execute
and deliver, and cause the Trustee, on behalf of the Trust, to execute and
deliver, in exchange therefor, a new Call Warrant of like tenor and evidencing
a like whole number of Call Warrants, in the name of such holder or as such
holder (upon payment by such holder of any applicable transfer taxes or
government charges) may direct. The Call Warrants may be transferred in
minimum amounts equal to one Call Warrant and in whole multiples in excess
thereof. Fractional transfers of Call Warrants are not permitted.

     Section III.3 Replacement of Call Warrants. Upon receipt of evidence
reasonably satisfactory to the Warrant Agent of the loss, theft, destruction
or mutilation of any Call Warrant and, in the case of any such loss, theft or
destruction of any Call Warrant, upon delivery of an indemnity bond in such
reasonable amount as the Warrant Agent may determine, or, in the case of any
such mutilation, upon the surrender of such Call Warrant for cancellation to
the Warrant Agent, the Warrant Agent shall execute and deliver, and cause the
Trustee, on behalf of the Trust, to execute and deliver, in lieu thereof, a
new Call Warrant of like tenor bearing a number not contemporaneously
outstanding.

     Section III.4 Execution and Delivery of Call Warrants by Trustee. The
Trustee, on behalf of the Trust, hereby agrees (subject to compliance with
Article II) to execute and deliver such new Call Warrants issued in accordance
with Section I.2 or this Article III as the Warrant Agent shall request in
accordance herewith.

                                  Article IV

                                  Definitions

     As used herein, unless the context otherwise requires, the following
terms have the following respective meanings:

     "Business Day": As defined in the Trust Agreement.

     "Call Warrant": As defined in the introduction to these Call Warrants.

     "Closing Date": January 23, 2004.

     "Called Underlying Securities": As defined in Section I.1(a) hereof.

     "Make Whole Amount": As defined in the Trust Agreement.

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

     "Rating Agencies": Standard & Poor's Ratings Services and Moody's
Investors Service, Inc. and any successor thereto.

     "Responsible Officer": As defined in the Trust Agreement.



                                     D-5
<PAGE>

     "Securities Act": The Securities Act of 1933, or any similar federal
statute, and the rules and regulations of the Commission thereunder, all as
the same shall be in effect at the time.

     "Trust": As defined in the introduction to these Call Warrants.

     "Trust Agreement": The Base Trust Agreement, dated as of September 26,
2003, between the Trustor and the Trustee, as supplemented by the STRATS(SM)
Supplement 2004-1, dated as of January 23, 2004, between the Trustor and the
Trustee, incorporating by reference the definitions and assumptions thereto,
as the same may be amended or modified from time to time.

     "Trustee": As defined in the introduction to these Call Warrants, or any
successor thereto under the Trust Agreement.

     "Trustor": As defined in the introduction to these Call Warrants, or any
successor thereto under the Trust Agreement.

     "Trustor Order": As defined in the Trust Agreement.

     "Warrant Agent": U.S. Bank Trust National Association, a national banking
association, in its capacity as warrant agent hereunder, or any successor
thereto hereunder.

     "Warrant Exercise Date": Any Business Day on or after January 23, 2009
and any Business Day during any earlier period during which (i) an Event of
Default with respect to the Underlying Securities has occurred and is
continuing, (ii) a tender offer for the Underlying Securities has occurred and
is currently exercisable, (iii) any redemption or other unscheduled payment on
the Underlying Securities has been announced and the record date for the
payment has not yet occurred or (iv) an SEC Reporting Failure has occurred and
is continuing, in each case as set forth in the notice from the Warrantholder
to the Warrant Agent and the Trustee.

     "Warrant Exercise Purchase Price": An amount paid by the Warrantholder on
each Warrant Exercise Date equal to 100% of the principal amount of the
Underlying Securities being purchased pursuant to the exercise of the Call
Warrants, in each case, plus accrued and unpaid interest to and including the
Warrant Exercise Date plus the Make Whole Amount.

                                  Article V

                                 Warrant Agent

     Section V.1 Limitation on Liability. The Warrant Agent shall be protected
against, and shall incur no, liability for or in respect of any action taken,
suffered or omitted by it in connection with its administration of the Call
Warrants in reliance upon any instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement or other paper or document in good faith believed by it
to be genuine and to be signed, executed and, where necessary, verified and
acknowledged, by the proper Person or Persons; unless a court of competent
jurisdiction enter in a non appealable judgment that such liability resulted
from the gross negligence or willful misconduct of the Warrant Agent.



                                     D-6
<PAGE>

     Section V.2 Duties of Warrant Agent. The Warrant Agent undertakes only
the specific duties and obligations imposed hereunder upon the following terms
and conditions, by all of which the Trustor, the Trust, the Trustee and each
Warrantholder shall be bound:

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

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

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

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

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

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

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



                                     D-7
<PAGE>

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

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

     (j) The Warrant Agent shall not have any duty to calculate or determine
any adjustments with respect either to the Warrant Exercise Purchase Price or
to the kind and amount of property receivable by holders of Call Warrants upon
the exercise thereof.

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

     (l) The Warrant Agent shall not be under any obligation or duty to
institute, appear in or defend any action, suit or legal proceeding in respect
hereof, unless first indemnified to its satisfaction, but this provision shall
not affect the power of the Warrant Agent to take such action as the Warrant
Agent may consider proper, whether with or without such indemnity. The Warrant
Agent shall promptly notify the Trustor and the Trustee in writing of any
claim made or action, suit or proceeding instituted against it arising out of
or in connection with these Call Warrants.

     (m) The Trustee will perform, execute, acknowledge and deliver or cause
to be performed, executed, acknowledged and delivered all such further acts,
instruments and assurances as may be required by the Warrant Agent in order to
enable it to carry out or perform its duties hereunder.

     Section V.3 Change of Warrant Agent. The Warrant Agent may resign and be
discharged from its duties hereunder upon thirty (30) days' notice in writing
mailed to the Trustor and the Trustee by registered or certified mail, and to
the holders of the Call Warrants by first-class mail at the expense of the
Trustor; provided that no such resignation or discharge shall become effective
until a successor Warrant Agent shall have been appointed hereunder. The
Trustor may remove the Warrant Agent or any successor Warrant Agent upon
thirty (30) days' notice in writing, mailed to the Warrant Agent or successor
Warrant Agent, as the case may be, and to the holders of the Call Warrants by
first-class mail; provided further that no such removal shall become effective
until a successor Warrant Agent shall have been appointed hereunder. If the
Warrant Agent shall resign or be removed or shall otherwise become incapable
of acting, the Trustor shall promptly appoint a successor to the Warrant
Agent, which may be designated as an interim Warrant Agent. If an interim
Warrant Agent is designated, the Trustor shall then appoint a permanent
successor to the Warrant Agent, which may be the interim Warrant Agent. If the
Trustor shall fail to make such appointment of a permanent successor within a
period of thirty (30) days after such removal or within sixty (60) days after
notification in writing of such resignation or incapacity by the resigning or
incapacitated Warrant Agent or by the holder of a Call Warrant, then the
Warrant Agent or registered holder of any Warrant may apply to any court of
competent jurisdiction for the appointment of such a successor. Any successor
to the Warrant



                                     D-8
<PAGE>

Agent (or any parent of such successor) appointed hereunder must have
long-term unsecured debt obligations that are rated in one of the four highest
rating categories by the Rating Agencies. Any entity which may be merged or
consolidated with or which shall otherwise succeed to substantially all of the
trust or agency business of the Warrant Agent shall be deemed to be the
successor Warrant Agent without any further action.

                                  Article VI

                                 Miscellaneous

     Section VI.1 Remedies. The remedies at law of the Warrantholder in the
event of any default or threatened default by the Warrant Agent in the
performance of or compliance with any of the terms of these Call Warrants are
not and will not be adequate and, to the fullest extent permitted by law, such
terms may be specifically enforced by a decree for the specific performance of
any agreement contained herein or by an injunction against a violation of any
of the terms hereof or otherwise.

     Section VI.2 Limitation on Liabilities of Holder. Nothing contained in
these Call Warrants shall be construed as imposing any obligation on the
holder hereof to purchase any of the Underlying Securities except in
accordance with the terms hereof.

     Section VI.3 Notices. All notices and other communications under these
Call Warrants shall be in writing and shall be delivered, or mailed by
registered or certified mail, return receipt requested, by a nationally
recognized overnight courier, postage prepaid, addressed (a) if to any holder
of any Call Warrant, at the registered address of such holder as set forth in
the register kept by the Warrant Agent, or (b) if to the Warrant Agent, to 100
Wall Street, Suite 1600, New York, New York 10005, Attention: Corporate Trust
or to such other address notice of which the Warrant Agent shall have given to
the holder hereof and the Trustee or (c) if to the Trust or the Trustee, to
the Corporate Trust Office (as set forth in the Trust Agreement); provided
that the exercise of any Call Warrant shall be effective in the manner
provided in Article I.

     Section VI.4 Amendment. (a) These Call Warrants may be amended from time
to time by the Trustor, the Trustee and the Warrant Agent without the consent
of the holder hereof, upon receipt of an opinion of counsel satisfactory to
the Warrant Agent that the provisions hereof have been satisfied and that such
amendment would not alter the status of the Trust to be treated as a
corporation or publicly traded partnership taxable as a corporation under the
Code, for any of the following purposes: (i) to cure any ambiguity or to
correct or supplement any provision herein which may be defective or
inconsistent with any other provision herein or to provide for any other terms
or modify any other provisions with respect to matters or questions arising
under these Call Warrants which shall not adversely affect in any material
respect the interests of the holder hereof or any holder of a Certificate or
(ii) to evidence and provide for the acceptance of appointment hereunder of a
Warrant Agent other than U.S. Bank Trust National Association.

     (b) Without limiting the generality of the foregoing, this Call Warrant
may also be modified or amended from time to time by the Trustor, the Trustee
and the Warrant Agent with the consent of the holders of 66-2/3% of the
outstanding Call Warrants, upon receipt of an opinion of counsel satisfactory
to the Warrant Agent that the provisions hereof (including,



                                     D-9
<PAGE>

without limitation, the following proviso) have been satisfied, for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Call Warrants or of modifying in any manner the
rights of the holders of the Call Warrants; provided, however, that no such
amendment shall (i) adversely affect in any material respect the interests of
holders of Certificates without the consent of the holders of Certificates
evidencing not less than the Required Percentage-Amendment of the aggregate
Voting Rights of such affected Certificates (as such terms are defined in the
Trust Agreement) and without written confirmation from the Rating Agencies
that such amendment will not result in a downgrading or withdrawal of its
rating of the Certificates; (ii) alter the dates on which Call Warrants are
exercisable or the amounts payable upon exercise of a Call Warrant without the
consent of the holders of Certificates evidencing 100% of the aggregate Voting
Rights of such affected Certificates and the holders of 100% of the affected
Call Warrants or (iii) reduce the percentage of aggregate Voting Rights
required by (i) or (ii) without the consent of the holders of all such
affected Certificates. Notwithstanding any other provision of these Call
Warrants, this Section VI.4(b) shall not be amended without the consent of the
holders of 100% of the affected Call Warrants.

     (c) The Warrant Agent shall notify the Rating Agencies of any such
proposed amendment or modification prior to the execution thereof and promptly
after the execution of any such amendment or modification, the Warrant Agent
shall furnish a copy of such amendment or modification to each holder of a
Call Warrant, to each holder of a Certificate and to the Rating Agencies. It
shall not be necessary for the consent of holders of Call Warrants or
Certificates 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 shall be subject to such reasonable
regulations as the Warrant Agent may prescribe.

     Section VI.5 Expiration. The right to exercise these Call Warrants shall
expire on the earliest to occur of (a) the cancellation hereof, (b) the
termination of the Trust Agreement or (c) the liquidation, disposition or
payment in full (whether by maturity, redemption or otherwise) of all of the
Underlying Securities.

     Section VI.6 Descriptive Headings. The headings in these Call Warrants
are for purposes of reference only and shall not limit or otherwise affect the
meaning hereof.

     Section VI.7 GOVERNING LAW. THIS WARRANT INSTRUMENT SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE
GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAWS.

     Section VI.8 Judicial Proceedings; Waiver of Jury. Any judicial
proceeding brought against the Trust, the Trustee or the Warrant Agent with
respect to these Call Warrants may be brought in any court of competent
jurisdiction in the County of New York, State of New York or of the United
States of America for the Southern District of New York and, by execution and
delivery of these Call Warrants, the Trustee on behalf of the Trust and the
Warrant Agent (a) accepts, generally and unconditionally, the nonexclusive
jurisdiction of such courts and any related appellate court, and irrevocably
agrees that the Trust, the Trustee and the Warrant Agent shall be bound by any
judgment rendered thereby in connection with these Call Warrants, subject



                                     D-10
<PAGE>

to any rights of appeal, and (b) irrevocably waives any objection that the
Trust, the Trustee or the Warrant Agent may now or hereafter have as to the
venue of any such suit, action or proceeding brought in such a court or that
such court is an inconvenient forum.

     Section VI.9 Nonpetition Covenant; No Recourse. Each of (i) the
Warrantholder, by its acceptance hereof, and (ii) the Warrant Agent, agrees
that it shall not (and, in the case of the holder, that it shall not direct
the Warrant Agent to), until the date which is one year and one day after the
payment in full of the Certificates and all other securities issued by the
Trust, the Trustor or entities formed, established or settled by the Trustor,
acquiesce, petition or otherwise invoke or cause the Trust, the Trustor or any
such other entity 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, the Trustor or any such other entity 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, the Trustor or any such other entity or all or any part
of the property or assets of Trust, the Trustor or any such other entity or
ordering the winding up or liquidation of the affairs of the Trust, the
Trustor or any such other entity.

     Section VI.10 Amendments to the Trust Agreement. The Trustee hereby
agrees not to consent to any amendments to the Trust Agreement which will
adversely affect the rights of the Warrantholders in a material manner without
the consent of the Warrantholders.



                                     D-11
<PAGE>

     Each of (i) the holder of these Call Warrants, by its acceptance hereof,
and (ii) the Warrant Agent agrees that it shall not have any recourse to the
Underlying Securities.

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



                                     By: ____________________________________
                                         Authorized Signatory


                                     U.S. BANK TRUST NATIONAL ASSOCIATION,
                                     _________________ `as Warrant Agent



                                     By: ____________________________________
                                         Authorized Signatory



                                     D-12
<PAGE>

                                                                     Exhibit I

                              FORM OF CALL NOTICE

     To:  STRATS(SM) Trust for Boeing Securities, Series 2004-1
          U.S. Bank Trust National Association, as Trustee
          100 Wall Street, Suite 1600
          New York, New York 10005
          Attention:  Corporate Trust

     The undersigned registered holder of [60] [or if different, insert the
number of unexercised warrants held by the undersigned] Call Warrants, hereby
gives notice by registered or certified mail, return receipt requested or by a
nationally recognized overnight courier, postage prepaid, and in accordance
with the terms of the Call Warrants, hereby and irrevocably elects that it
will exercise [60] [or if different, insert the number of unexercised warrants
held by the undersigned to be exercised] Call Warrants on [             ],
[20__] (the "Warrant Exercise Date"), such date being not less than 10 or more
than 60 days prior to the date this notice is delivered to the Warrant Agent
at the above address, and agrees that on or prior to the Warrant Exercise Date
it will deliver payment of $[           ] therefor. In connection therewith,
the undersigned hereby certifies that it is solvent as of the date hereof.

Dated:

     (Signature must conform in all respects to name of holder as specified on
the face of these Call Warrants)

     (Street Address)
     (City)(State)(Zip Code)



                                 Exhibit I-1
<PAGE>

                             FORM OF SUBSCRIPTION

             [To be executed only upon exercise of Call Warrants]

To:  STRATS(SM) Trust for Boeing Securities, Series 2004-1

     U.S. Bank Trust National Association, as Trustee
     100 Wall Street, Suite 1600
     New York, New York 10005
     Attention: Corporate Trust

     The undersigned registered holder of _____ [Insert the number of
unexercised warrants held by the undersigned] Call Warrants, having previously
given notice thereof in accordance with the terms of the Call Warrants, hereby
irrevocably exercises ____ [insert the number of warrants to be exercised]
Call Warrant(s) for, and purchases pursuant thereto, the Called Underlying
Securities receivable upon such exercise, and herewith makes payment of $[ ]
per exercised Call Warrant therefor, and requests that such Called Underlying
Securities be transferred to [insert information required for transfer of
Called Underlying Securities]. In connection therewith, the undersigned hereby
certifies that it is solvent as of the date hereof, as required by Section I.1
of the Call Warrants.

Dated:

     (Signature must conform in all respects to name of holder as specified on
the face of Warrant)

     (Street Address)
     (City)(State)(Zip Code)



                                 Exhibit II-1
<PAGE>

                                                                   Exhibit III

                           FORM OF INVESTMENT LETTER

                         QUALIFIED INSTITUTIONAL BUYER

                                                   Dated:  [_______________]

U.S. Bank Trust National Association, 100 Wall Street
New York, New York  10005

Synthetic Fixed-Income Securities, Inc.
301 S. Tryon St.
Charlotte, North Carolina  28288-0630

Ladies and Gentlemen:

     In connection with our proposed purchase of [insert number] of the Call
Warrants dated _______________, issued with respect to $_______________
principal amount of _______________ ___% Debentures due _______________, CUSIP
_______________, (the "Call Warrants"), the investor on whose behalf the
undersigned is executing this letter (the "Purchaser") confirms that:

     (1) The Purchaser has received a copy of such information as the
Purchaser deems necessary in order to make its investment decision and the
Purchaser has been provided the opportunity to ask questions of, and receive
answers from, the Trustor, concerning the terms and conditions of the Call
Warrants. The Purchaser has received and understands the above, and
understands that substantial risks are involved in an investment in the Call
Warrants. The Purchaser represents that in making its investment decision to
acquire the Call Warrants, the Purchaser has not relied on representations,
warranties, opinions, projections, financial or other information or analysis,
if any, supplied to it by any person, including you, the Trustor or the
Trustee referred to above or any of their affiliates. The Purchaser has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Call Warrants, and the
Purchaser is able to bear the substantial economic risks of such an
investment. The Purchaser has relied upon its own tax, legal and financial
advisors in connection with its decision to purchase the Call Warrants.

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

     (3) The Purchaser understands that the Call Warrants have not been and
will not be registered under the 1933 Act or under the securities or blue sky
laws of any state, and that if it



                                 Exhibit III-1
<PAGE>

decides to resell, pledge or otherwise transfer the Call Warrants, such Call
Warrants may be resold, pledged or transferred without registration only to an
entity that has delivered to the Depositor and the Trustee a certification in
the form of this letter. The Purchaser understands that (i) any transference
of the Call Warrants must be an entity that the Purchaser reasonably believes
to be a Qualified Institutional Buyer that purchases (1) for its own account
or (2) for the account of such a Qualified Institutional Buyer, that is, in
either case, aware that the resale, pledge or transfer is being made in
reliance on said Rule 144A under the 1933 Act and (ii) it will, and each
subsequent holder will be required to, notify any purchaser of the Call
Warrants from it of the resale restrictions referred to herein.

     (4) The Purchaser understands that the Call Warrants will bear a legend
to the following effect, unless otherwise agreed by the Trustor and the
Trustee:

     "THESE CALL WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF
EXCEPT WHILE A REGISTRATION UNDER SUCH ACT IS IN EFFECT OR PURSUANT TO THE
EXEMPTION THEREFROM UNDER SUCH ACT PROVIDED PURSUANT TO RULE 144A THEREUNDER.
THE CALL WARRANTS REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN COMPLIANCE
WITH THE CONDITIONS SPECIFIED IN THESE CALL WARRANTS INCLUDING THE DELIVERY OF
AN INVESTMENT LETTER IN THE FORM ATTACHED HERETO. EACH PROSPECTIVE TRANSFEREE
OF THESE CALL WARRANTS SHALL BE REQUIRED TO REPRESENT THAT IT IS (A) A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) AND (B) ACQUIRING
THE CALL WARRANT FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN INVESTOR OF THE
TYPE DESCRIBED IN CLAUSE (A) ABOVE AS TO WHICH THE TRANSFEREE EXERCISES SOLE
INVESTMENT DISCRETION."

     (5) The Purchaser agrees that if at some time in the future it wishes to
transfer or exchange the Call Warrants, it will not transfer or exchange the
Call Warrants unless such transfer or exchange is in accordance with Section
3.2 of the Warrant Agent Agreement. The Purchaser understands that any
purported transfer of the Call Warrants in contravention of any of the
restrictions and conditions in the Warrant Agent Agreement, shall be void, and
the purported transferee in such transfer shall not be recognized by the Trust
or any other Person as a Warrant Holder.

     (6) The Purchaser understands that the Call Warrants may be transferred
in minimum amounts equal to one Call Warrant and in whole multiples in excess
thereof and that fractional transfers of Call Warrants are not permitted.



                                Exhibit III-2
<PAGE>

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



                                     Very truly yours,

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

                                     Medallion Stamp to be affixed here]


                                     Registration Information:



                                Exhibit III-1
<PAGE>

                              FORM OF ASSIGNMENT

           [To be executed only upon transfer of these Call Warrants]

     For value received, the undersigned registered holder of these Call
Warrants hereby sells, assigns and transfers unto ______ [insert number] of
the Call Warrants to purchase Underlying Securities to which these Call
Warrants relate, and appoints an Attorney to make such transfer on the books
of the Warrant Agent maintained for such purpose, with full power of
substitution in the premises.

Dated:

     (Signature must conform in all respects to name of holder as specified on
the face of these Call Warrants)

     (Street Address)
     (City State)(Zip Code)

Signed in the presence of:



                                Exhibit III-4