EXHIBIT 4.1

                                                                       EXHIBIT B
                                                                 TO SERIES TRUST
                                                                       AGREEMENT

                STANDARD TERMS AND PROVISIONS OF TRUST AGREEMENT


                                     between


                        AMERICAN CORPORATE RECEPTS, INC.
                                  as Depositor,


                                       and


                          ----------------------------,
                                   as Trustee
<PAGE>

                STANDARD TERMS AND PROVISIONS OF TRUST AGREEMENT

            This document constitutes the Standard Terms and Provisions of Trust
Agreement  which are to be incorporated by reference in, and attached as Exhibit
B to,  one or more  Series  Trust  Agreements  by and among  American  Corporate
Receipts, Inc., as Depositor, and ________________, as Trustee.

            Each Series Trust  Agreement  will create a trust (each,  a "Trust")
under the laws of the State of New York to hold  securities  (the  "Bonds")  and
will provide for the  creation,  execution  and delivery of trust  receipts (the
"Receipts").

            These  Standard  Terms  shall be of no force and  effect  unless and
until incorporated by reference into a Series Trust Agreement.

            The following terms and provisions shall govern the Receipts subject
to  contrary  terms  and  provisions  expressly  set  forth  in a  Series  Trust
Agreement,  which contrary  terms and  provisions of the Series Trust  Agreement
shall control,  and subject to contrary  terms and  provisions  contained in the
Trust  Indenture Act of 1939, as amended,  which  contrary  terms and conditions
shall control over both the Series Trust  Agreement and these Standard Terms and
Provisions of Trust Agreement.

                                    ARTICLE I

                                   DEFINITIONS

            SECTION 1.01. CERTAIN DEFINITIONS. All capitalized terms used herein
shall  have the  meaning  set forth in this  Section  1.01  unless  the  context
otherwise  requires.  Any capitalized terms not otherwise defined shall have the
meanings ascribed to them in the Act.

            The term "Accreted Value" means,  for any Receipt,  (a) the original
issue  price for such  Receipt  as set forth in  Exhibit A to the  Series  Trust
Agreement,  plus (b) an amount equal to an investment  return thereon accrued to
the date of determination  calculated based on a semiannual compounding rate, on
the basis of a 360 day year  composed  of  twelve  30-day  months,  equal to the
original  yield to  maturity  of such  Receipt  as set forth in Exhibit A to the
Series Trust Agreement.  With respect to the allocation of proceeds of the Bonds
received  in  connection  with a payment  default  on the  Bonds,  the  relevant
determination date shall be the date of such default.

            The term  "Act"  shall  mean the  Trust  Indenture  Act of 1939,  as
amended.

            The term  "Agreement"  shall mean the trust agreement  consisting of
the Series Trust  Agreement into which is incorporated by reference the Standard
Terms, including all exhibits, schedules, appendices, supplements and amendments
to each.
<PAGE>

            The term  "Beneficial  Owner"  shall mean any  purchaser of Receipts
which are held through a Direct or Indirect DTC Participant as such term is used
in the rules and regulations of DTC.

            The term "Bond" shall mean with respect to each delivery of Receipts
hereunder,  the Bonds specified in the Series Trust  Agreement  relating to such
Receipts in the aggregate principal amount so specified.

            The term "Book-Entry  Credit" shall mean the evidence of the deposit
by the  Trustee of one or more Bonds in a separate  account of the  Trustee,  as
Trustee under this Agreement, identified in the Series Trust Agreement.

            The term  "Callable  Principal"  shall mean the right to receive (i)
the payment,  whether upon stated  maturity or upon earlier  redemption,  of the
Principal  of Bonds  which are  redeemable  at the option of the issuer  thereof
prior  to  stated  maturity,  including  any  redemption  premium,  and (ii) the
Interest relating to such Bonds with respect to Interest Payment Dates after the
First Call Date for such Bonds.

            The term "Depositor" shall mean American Corporate Receipts, Inc., a
New Jersey corporation, and any successor as Depositor hereunder.

            The term  "Designated  Office  in New York  City,"  when  used  with
respect to the  Trustee,  shall mean an office  maintained  in  accordance  with
Section  5.02(a)  hereof  and  designated  by  the  Trustee  in the  Borough  of
Manhattan, City of New York, State of New York.

            The term "DTC" shall mean The Depository  Trust Company,  a clearing
agency registered with the Securities and Exchange Commission,  its successor or
successors, and its nominee or nominees.

            The term "First Call Date" shall mean,  for any Bond, the first date
such Bond can be redeemed at the option of the issuer thereof.

            The term  "Holder"  shall  mean a person in whose  name a Receipt is
registered in the Receipt Register.

            The term  "Indenture"  shall  mean,  with  respect  to any series of
Receipts, the trust indenture or similar agreement governing the Bonds specified
in the Series Trust Agreement relating to such series of Receipts.

            The term  "Interest"  shall mean the right to receive  the  interest
payable on the Bonds on a single Interest Payment Date.

            The term "Interest  Payment Dates" shall mean the dates for interest
payments specified in the Series Trust Agreement.


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<PAGE>

            The term  "Letter  of  Representations"  shall  mean the  letter  of
representations  from the  Depositor  and the Trustee to DTC with respect to the
series of Receipts held at DTC.

            The term  "Participant"  means an  entity  maintaining  a  custodial
account in its own name with DTC.

            The term  "Principal"  shall mean the right to receive the principal
of the Bonds upon stated maturity.

            The term "Receipt" shall mean a trust receipt of a class of receipts
to be issued  under the  Agreement,  which  classes are  specified in the Series
Trust Agreement for the series. Such classes may consist of:

            (i) Coupon  Receipts,  which  entitle  the Holders  thereof,  in the
            aggregate, to the Interest payable on a single Interest Payment Date
            on or  before  the  First  Call Date for the  Bonds,  or the  stated
            maturity date in the case of Bonds not redeemable (otherwise than in
            connection  with a default  or  acceleration)  at the  option of the
            issuer thereof prior to stated maturity;

            (ii) Principal  Receipts,  which entitle the Holders thereof, in the
            aggregate,  to  Principal,  payable  at the stated  maturity  of the
            Bonds,  of  Bonds  which  are  not  redeemable  (otherwise  than  in
            connection  with a default  or  acceleration)  at the  option of the
            issuer thereof prior to stated maturity; and

            (iii)  Callable  Principal  Receipts,   which  entitle  the  Holders
            thereof, in the aggregate, to the Callable Principal relating to the
            Bonds;

provided,  that any  designation of classes of Receipts made in the Series Trust
Agreement  shall  consist  of only  one of the  following  options:  (a)  Coupon
Receipts and Principal  Receipts,  or (b) Coupon Receipts and Callable Principal
Receipts.

            The term  "Receipt  Register"  shall have the meaning  specified  in
Section 2.03 hereof.

            The term "Redemption  Date" shall mean, with respect to any Bonds to
be redeemed, the date fixed by the issuer thereof for such redemption.

            The term "Series Trust Agreement"  shall mean the particular  Series
Trust Agreement into which these Standard Terms have been incorporated.

            The term  "Standard  Terms"  shall  mean  this  Standard  Terms  and
Provisions of Trust Agreement.

            The term "Trust"  shall mean each trust created by each Series Trust
Agreement.


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<PAGE>

                                   ARTICLE II

                     CREATION OF TRUST; DELIVERY AND CUSTODY
                    OF BONDS; FORM OF RECEIPTS; EXECUTION AND
                 DELIVERY, SURRENDER AND REDEMPTION OF RECEIPTS

            SECTION  2.01.  CREATION  OF TRUST;  DELIVERY  AND CUSTODY OF BONDS;
EXECUTION  AND  DELIVERY  OF  RECEIPTS  IN RESPECT  THEREOF.  The Trust shall be
established  by the  Depositor  pursuant to a Series Trust  Agreement.  The sole
asset of such Trust shall be the Bonds  deposited by the Depositor and any other
related  property  specified in the Series Trust  Agreement.  The Receipts shall
evidence fractional interests in designated portions of the assets of the Trust.
The income received by and the assets of such Trust shall be distributed  solely
in  accordance  with this  Agreement.  The Trust shall not purchase or otherwise
acquire any additional securities and shall not dispose of or create any lien on
its assets. The Depositor shall, by book-entry credit or otherwise,  irrevocably
deliver to the account of the Trustee  specified in the Series  Trust  Agreement
such Bonds and,  concurrently  therewith,  the Trustee shall, in accordance with
the provisions of this Agreement,  execute and deliver to the Depositor, or such
person or persons as the  Depositor may  designate by written  instruction,  the
classes of Receipts  identified in the Series Trust  Agreement,  evidencing  the
aggregate amount, in authorized denominations,  of the Bonds so delivered to the
Trustee.  The Depositor shall also in connection with the Series Trust Agreement
enter into a separate  agreement with the Trustee,  satisfactory to the Trustee,
providing  for the payment of the charges and expenses of the Trustee in respect
of such Receipts.  In no event shall the assets of the Trust be used to pay such
fees.

            The Trustee  shall  accept the Bonds so delivered as trustee for the
Holders of the  Receipts  which shall be delivered  hereunder  to evidence  such
Bonds and shall hold the Bonds as provided  hereunder.  The Bonds specified in a
Series Trust Agreement shall be deposited by Book-Entry  Credit in an account of
the Trustee at DTC, unless the Series Trust Agreement specifies that the Trustee
shall  hold such  Bonds (i) in a  special  trust  account  created  by  separate
recordation on its books, separate from all other assets of the Trustee, or (ii)
in some other  manner.  Separate  subaccounts  of any such special trust account
shall be established for each series of Receipts.

            The  Trustee  shall hold all the Bonds  delivered  to it pursuant to
this Agreement in trust for the Holders,  identified and held separate and apart
from the general assets of the Trustee.  The account of the Trustee in which the
Bonds are held shall not contain any  property of the Trustee in its  individual
capacity and shall contain only  property held by the Trustee as fiduciary.  The
Trustee  agrees  that it does  not  have  the  authority  to  assign,  transfer,
encumber,  pledge, sell, set-off or otherwise dispose of any of the Bonds or any
interests therein except as provided hereunder or as required by law.

            The Trustee acknowledges that it is not the beneficial owner of the
Bonds and that it holds the Bonds solely as trustee for the Holders pursuant to
this Agreement. Interest and

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<PAGE>

principal payments on the Bonds held in the trust account will not be subject to
any right, charge,  security interest, lien or claim of any kind in favor of the
Trustee or any person claiming through it.

            The   representations  and  covenants  contained  in  any  officer's
certificate of the Trustee  delivered in connection with each series of Receipts
created by a deposit of Bonds shall be deemed to be  incorporated  by  reference
herein, as fully as if set forth in full herein.

            A reasonable time prior to the delivery of Bonds to the Trustee, the
Depositor shall furnish the Trustee with written  instructions as to the name in
which the Receipts  evidencing  such Bonds shall  initially be  registered,  the
denominations  in which such Receipts shall initially be delivered,  the persons
and  addresses  to  whom  such  Receipts  are to be  delivered  and  such  other
information as may be required by the Trustee in connection with the preparation
and  delivery  of such  Receipts.  Each class of  Receipts  shall  evidence  the
ownership by the Holders thereof of Interest,  Principal,  or Callable Principal
(or portions thereof),  as the case may be, on the Bonds, to the extent required
by the terms of such class of Receipts.

            Bonds underlying Receipts which are not held by book-entry credit at
an account of the Trustee at DTC shall be held by the Trustee at its  Designated
Office in New York City or at such other  place or places as the  Trustee  shall
determine.

            SECTION  2.02.  FORM  OF  RECEIPTS.  Receipts  shall  be  issued  in
registered  form only and shall be typewritten  on safety paper or printed.  The
classes of Receipts to be issued  hereunder  shall be  identified  in the Series
Trust Agreement and shall be substantially in the forms set forth in Appendix A,
in each case attached to these Standard Terms and with  appropriate  insertions,
modifications  and  omissions,  as  hereinafter  so provided.  Receipts shall be
executed by the Trustee by the manual  signature of a duly authorized  signatory
of the  Trustee.  No  Receipt  shall be  entitled  to any  benefits  under  this
Agreement or be valid or obligatory  for any purpose,  unless it shall have been
executed  manually  by  the  Trustee  by  the  signature  of a  duly  authorized
signatory.  The Trustee  shall  record in the Receipt  Register  each Receipt so
signed and delivered as herein provided.

            The authorized denominations for each class of Receipts shall be the
dollar  amount,  and greater  multiples  thereof (or of such other dollar amount
specified  in the  Series  Trust  Agreement),  set  forth  in the  Series  Trust
Agreement.

            Receipts  may be  endorsed  with or have  incorporated  in the  text
thereof such legends or recitals not  inconsistent  with the  provisions of this
Agreement  as may be  required  by the  Trustee or  required  to comply with any
applicable law or any regulation thereunder.

            SECTION 2.03. REGISTRATION AND REGISTRATION OF TRANSFER AND EXCHANGE
OF RECEIPTS.  The Trustee shall keep at its  Designated  Office in New York City
pursuant to Section 314 of the Act a register (the  register  maintained in such
office being herein sometimes  referred to as the "Receipt  Register") in which,
subject to such  reasonable  regulations as it may prescribe,

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<PAGE>

the  Trustee  shall  provide  for  the  registration  of  Receipts  and  for the
registration of transfers or exchanges of Receipts.

            Upon  surrender for  registration  of transfer of any Receipt at the
Trustee's  Designated  Office in New York City,  the Trustee  shall,  subject to
Sections  2.04  and  2.08  and any  limitations  that  may be  specified  in the
applicable  Series  Trust  Agreement,  execute and  deliver,  in the name of the
designated transferee or transferees, one or more Receipts of the same class and
series, of any authorized denominations and of a like aggregate amount.

            At the option of the Holder,  Receipts  may be  exchanged  for other
Receipts of the same class and series, of any authorized  denominations and of a
like  aggregate  amount,  upon  surrender of the Receipts to be exchanged at the
Trustee's  Designated  Office in New York City.  Whenever  any  Receipts  are so
surrendered  for  exchange,  the Trustee  shall execute and deliver the Receipts
which the Holder making the exchange is entitled to receive.

            All Receipts issued upon any registration of transfer or exchange of
Receipts shall evidence, to the extent indicated thereby, Interest, Principal or
Callable Principal (or portions  thereof),  as the case may be, of Bonds held by
the Trustee  hereunder  and shall be entitled  to the same  benefits  under this
Agreement  as the Receipts  surrendered  upon such  registration  of transfer or
exchange.

            Every Receipt presented for registration of transfer or for exchange
shall (if so required by the Trustee) be duly endorsed by, or be  accompanied by
a written  instrument of transfer in form  satisfactory  to the Trustee and duly
executed by, the Holder  thereof or such holder's  attorney  duly  authorized in
writing.

            The Trustee shall have no  obligation to effect  transfers or pledge
of Bonds in  accordance  with Section  8-320 of the New York Uniform  Commercial
Code.

            SECTION 2.04.  LIMITATIONS ON EXECUTION AND DELIVERY,  SURRENDER AND
REGISTRATION OF TRANSFER AND EXCHANGE OF RECEIPTS.  As a condition  precedent to
the execution and delivery, surrender or registration of transfer or exchange of
any Receipt,  the Trustee may require  payment,  by the Holder  requesting  such
action,  of the then  applicable  service  charge  of the  Trustee  and of a sum
sufficient  for  reimbursement  of any tax or  other  governmental  charge  with
respect thereto, may require the production of proof reasonably  satisfactory to
it as to the Holder's  residence and identity and  genuineness of any signature,
may require the Holder to execute receipts and to make such  representations and
assurances as the Trustee may  reasonably  deem necessary or proper and may also
require compliance with such regulations,  if any, as the Trustee may reasonably
establish consistent with the provisions of this Agreement.

            The surrender or registration of transfer or exchange of outstanding
Receipts  may be  suspended  if any  such  suspension  is  deemed  necessary  or
advisable  by the  Trustee  at any  time or from  time  to time  because  of any
requirement of law or of any government or governmental  body or commission,  or
under any provision of this Agreement,  or for any other reason which makes such
surrender or registration of transfer or exchange impracticable.


                                      -6-
<PAGE>

            SECTION 2.05. MUTILATED, DESTROYED, LOST OR STOLEN RECEIPTS. In case
any Receipt shall be mutilated,  the Trustee in its  discretion  may execute and
deliver a Receipt of the same  series,  of like form and tenor,  and in the same
denomination and bearing a number not contemporaneously outstanding, in exchange
and  substitution  for such  mutilated  Receipt.  In case any  Receipt  shall be
destroyed,  lost or stolen, the Trustee may execute and deliver a Receipt of the
same series,  of like form and tenor, and in the same denomination and bearing a
number not  contemporaneously  outstanding,  in lieu of and in substitution  for
such destroyed,  lost or stolen Receipt,  only upon (i) the filing by the Holder
thereof  with  the  Trustee  of  evidence  satisfactory  to the  Trustee  of the
destruction,  loss or  theft of such  Receipt  and of the  authenticity  of such
Holder's ownership thereof, and (ii) the furnishing to the Trustee of reasonable
indemnification  satisfactory  to it. All expenses and charges  associated  with
such indemnity and with the preparation, execution and delivery of a new Receipt
shall be borne by the Holder of the Receipt mutilated destroyed, lost or stolen.

            SECTION 2.06.  PERSONS DEEMED OWNERS.  Prior to due presentment of a
Receipt for  registration of transfer,  the Trustee and any agent of the Trustee
may treat the person in whose name such  Receipt is  registered  as the owner of
such  Receipt for the purpose of  receiving  payment of such Receipt and for all
other purposes  whatsoever,  whether or not such Receipt be overdue, and neither
the  Trustee  nor any agent of the  Trustee  shall be  affected by notice to the
contrary.

            SECTION 2.07.  CANCELLATION AND DESTRUCTION OF SURRENDERED RECEIPTS.
All Receipts  surrendered  to the Trustee shall be canceled by the Trustee.  The
Trustee is authorized to destroy such receipts so canceled.

            SECTION 2.08. BOOK-ENTRY.  (i) At the election of the Depositor, any
Series Trust  Agreement  may provide that (1) all Receipts of a series are to be
held in DTC's  book-entry  only  system,  (2) all Receipts of a series are to be
issued in  definitive  physical  form, or (3) the Receipts (or any part thereof)
are to be issued or held in such other form as is  specified in the Series Trust
Agreement.

            (ii) When the  registered  Holder of any or all of the  Receipts  is
DTC, such Receipts shall be registered in the name of Cede & Co., as nominee for
DTC. Payment in respect of any Interest or Principal  represented by any Receipt
(a) if registered  in the name of Cede & Co.,  shall be made by wire transfer of
immediately  available  funds to the  account  indicated  for Cede & Co.  in the
Receipt  Register,  and (b) if registered in the name of any other person (other
than a substitute depository for DTC described in Section 2.10 hereof), shall be
made by check for New York Clearing House funds mailed to the address  indicated
for such person in the Receipt Register.

            (iii)  Receipts  of which Cede & Co.  shall be the  Holder  shall be
initially  issued in the form of a separate  single  Receipt  for each  separate
class  of  Receipts  identified  in the  Series  Trust  Agreement  to be  issued
hereunder,  in the amount of each separate stated maturity of such Receipt. Upon
initial  issuance,  the  ownership of such Receipt  shall be

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<PAGE>

registered  in the  Receipt  Register  in the name of Cede & Co., as nominee for
DTC.  The  Depositor  and the Trustee may treat DTC (or its nominee) as the sole
and  exclusive  owner of the Receipt  registered in its name for the purposes of
payment of interest,  principal and/or premium represented  thereby,  giving any
notice  permitted  or  required  to be given to Holders  under  this  Agreement,
registering the transfer of such Receipt,  obtaining any consent or other action
to be taken by Holders and for all other  purposes  whatsoever,  and neither the
Depositor  nor the  Trustee  shall be  affected  by any notice to the  contrary.
Neither  the  Depositor  nor  the  Trustee  shall  have  any  responsibility  or
obligation  to any  Participant,  any  person  claiming a  beneficial  ownership
interest in such Receipt  under or through DTC or any  Participant  or any other
person  that is not  shown on the  Receipt  Register  as being a Holder  of such
Receipt,  with respect to the accuracy of any records  maintained  by DTC or any
Participant;  the payment by DTC or any  Participant of any amount in respect of
principal,  interest and/or premium represented by such Receipt;  any notice (or
the timeliness  thereof) that is permitted or required to be given to Holders of
such Receipt under this Agreement; or any consent given or other action taken by
DTC as the  Holder of such  Receipt.  Upon  delivery  by DTC to the  Trustee  of
written notice to the effect that DTC has determined to substitute a new nominee
in place of Cede & Co.,  and subject to the  provisions  of Section  2.03 hereof
limiting the obligations of the Trustee to register  transfers of or to exchange
Receipts,  the  words  "Cede & Co." in this  Agreement  shall  refer to such new
nominee of DTC.

            (iv) Upon (1) the resignation of DTC or its successor (or substitute
depository  or  its  successor)  from  its  functions  as  depository  or  (2) a
determination  by the  Depositor  that it is in the  best  interests  of (A) the
Depositor  (and will not  adversely  affect  the  beneficial  owners) or (B) the
beneficial  owners to remove DTC or its functions as  depository,  the Depositor
shall notify DTC and the Trustee,  whereupon DTC will notify the Participants of
the availability through DTC of physical  certificates  evidencing the Receipts.
In such event, the Trustee shall execute,  register the transfer of and exchange
Receipts  as  requested  by DTC or by any  other  Holders  of such  Receipts  in
appropriate  amounts and in accordance with the Receipt  registry of DTC. In the
event  the  issuer  of any Bond  defaults  on the  payment  of any  Interest  or
Principal  which is evidenced by a Receipt held by DTC, and such default remains
uncured for 10 days,  the Trustee may (but shall not be  obligated  to) withdraw
from DTC, in which event DTC shall promptly  deliver to the Trustee the physical
certificates  evidencing such Bonds. Whenever DTC requests the Trustee to do so,
the Trustee and the  Depositor  will  cooperate  with DTC in taking  appropriate
action  after  reasonable  notice  (a) to make  available  one or more  separate
physical  certificates  evidencing  such  Receipts  to  any  Participant  having
Receipts  credited to its DTC  account or (b) to arrange for another  securities
depository  to  maintain  custody  of  physical  certificates   evidencing  such
Receipts.

            (v)  Notwithstanding  any other  provision of this  Agreement to the
contrary,  so long as any  Receipt is  registered  in the name of Cede & Co., as
nominee for DTC, all payments  with respect to the  principal,  interest  and/or
premium  represented  by  such  Receipt  shall  be  made  by  wire  transfer  of
immediately  available  funds and all notices with respect to such Receipt shall
be given, respectively, to DTC as provided in the Letter of Representations.


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            (vi) In  connection  with any  notice or other  communication  to be
provided to Holders  pursuant to this  Agreement  by the Trustee with respect to
any consent or other action to be taken by Holders,  the Trustee shall establish
a record  date for such  consent  or other  action  and give DTC  notice of such
record date not less than 15 calendar days in advance of such record date to the
extent possible.

            (vii) If quarterly and annual  financial  statements  concerning the
issuer of the Bonds are not  available to the Trust and less than two years have
elapsed from the date of issuance of the  Receipts,  then,  unless the Trust has
earlier suspended its own reporting  requirements under the Securities  Exchange
Act of 1934, as amended (the "Exchange  Act"),  for such Receipts,  the Receipts
shall be  removed  from the DTC book entry  system,  and  physical  certificates
representing  the  Receipts  of each class will be issued to the  Holders of the
Receipts. Such physical certificates will bear a legend indicating that pursuant
to an  undertaking  by the Depositor to the staff of the Securities and Exchange
Commission, such Receipts must be treated as restricted securities that have not
been  registered  under the Securities Act of 1933, as amended (the  "Securities
Act"), and may not be transferred unless they are subsequently  registered under
the  Securities  Act or transferred  pursuant to an exemption  thereto.  No such
removal from the DTC book entry system and  legending as  restricted  securities
will be  required  at any time  after the  earlier of two years from the date of
issuance of the Receipts or the  suspension by the Trust of its own Exchange Act
reporting  requirements.  In addition,  in the event that  Receipts have been so
removed  and  legended,  such  Receipts  will be  returned to the DTC book entry
system and such legends will be removed promptly after the first to occur of (a)
the lapse of two years  after the date of  issuance  of such  Receipts,  (b) the
suspension by the Trust of its Exchange Act reporting  requirements with respect
to such  Receipts,  and (c) the  reinstatement  of the  Exchange  Act  reporting
requirements of the issuer of the Bonds.

            SECTION  2.09.  ACTION OR  CONSENT OF  HOLDERS.  In the event of any
action or consent  requiring  the vote of the owners of any Bonds,  the Trustee,
upon receipt of the Bond proxy,  will notify DTC of such action.  Under  current
procedures it is expected that DTC will notify the  Participants who will notify
the beneficial owners of Principal or Callable Principal Receipts of such event.
Thereafter,  except  when the  approval of the  beneficial  owners of the Coupon
Receipts is also  required as provided  below,  the Trustee shall vote solely in
accordance  with the  instructions  received  from the DTC (or  pursuant  to the
applicable procedures of DTC) and shall apportion its voting powers on the basis
of the face amount of the  Principal  or  Callable  Principal  Receipts.  If the
Receipts  are not then held by DTC or any other  Depository,  the  Trustee  upon
receipt of the Bond proxy will notify the Holders of the  Principal  or Callable
Principal  Receipts directly of such action and shall vote in the same manner as
noted above.

            In no event shall the  Depositor be allowed or entitled  (other than
in its capacity as a safekeeper  for a Holder) to vote,  directly or indirectly,
any Receipts.

            By their affirmative vote, the Holders of more than 50% in principal
amount of  Receipts of any Series may direct the Trustee to take or omit to take
any action  required or permitted  under this  Agreement  or the Act;  provided,
however, that the Trustee shall not vote in favor of any proposal with regard to
the Bonds which would have the effect of  permitting a


                                      -9-
<PAGE>

redemption or prepayment of the Bonds unless the Holders of 100% of the Receipts
then  outstanding  of the  applicable  Series  (including  all Coupon  Receipts,
Principal  Receipts or Callable  Principal  Receipts as the case may be) vote in
favor of such action.

            SECTION  2.10.  TRANSFER  OF  RECEIPTS  HELD  BY  DTC  TO  SUCCESSOR
DEPOSITORY.  If the Depositor elects to direct that the Trustee deliver Receipts
with respect to a particular  Series Trust  Agreement in the name of and to DTC,
as the  Depository  hereunder,  subject to Section  2.08,  said Receipts may not
thereafter be transferred except:

            (i) to any  successor  of DTC or its nominee,  or to any  substitute
depository   designated   pursuant  to  clause  (ii)  of  this   subsection  (a)
("substitute  depository");  provided,  that any  successor of DTC or substitute
depository  shall be qualified under any applicable laws to provide the services
proposed to be provided by it;

            (ii) to any  substitute  depository  not objected to by the Trustee,
upon (1) the  resignation of DTC or its successor (or any substitute  depository
or its successor) from its functions as depository or (2) a determination by the
Depositor  that it is in the  best  interest  of the  Depositor  (and  will  not
adversely  affect the  beneficial  owners)  or the  Holders to remove DTC or its
successor (or any substitute  depository or its successor);  provided,  that any
such  substitute  depository  shall be qualified  under any  applicable  laws to
provide the services proposed to be provided by it; or

            (iii) as provided in Section 2.08(iv) hereof.

            SECTION  2.11.  TEMPORARY  RECEIPTS.  The  Receipts may be initially
delivered in temporary form exchangeable for definitive  Receipts when ready for
delivery,   which   temporary   Receipts  shall  be  printed,   lithographed  or
typewritten, shall be of such denominations as may be determined by the Trustee,
shall be in fully registered form and shall contain such reference to any of the
provisions  hereof  as may be  appropriate.  Every  temporary  Receipt  shall be
executed and delivered by the Trustee upon the same  conditions and terms and in
substantially the same manner as definitive Receipts.  If temporary Receipts are
issued, the Trustee will execute and deliver definitive  Receipts without delay,
and in that  case upon  demand of the  Holder  of any  temporary  Receipts  such
temporary Receipts shall be exchanged without cost to such Holder for definitive
Receipts at the office of the Trustee upon surrender of such temporary Receipts,
and until so exchanged  such  temporary  Receipts  shall be entitled to the same
benefit,  protection and security hereunder as the definitive  Receipts executed
and delivered  hereunder.  All temporary  Receipts  surrendered  pursuant to the
provisions  of this Section 2.11 shall be canceled by the Trustee,  shall not be
redelivered and shall be destroyed by the Trustee.


                                      -10-
<PAGE>

                                   ARTICLE III

                        CERTAIN OBLIGATIONS OF HOLDERS OF
                        RECEIPTS; DEPOSITOR'S WARRANTIES

            SECTION 3.01. FILING PROOFS, CERTIFICATES AND OTHER INFORMATION. Any
Holder  presenting  Receipts for  surrender or  registration  of transfer may be
required to file such proof of residence,  or other matters or  information,  to
execute such certificates and to make such representations and warranties as the
Trustee may reasonably  deem  necessary or proper.  The Trustee may withhold the
delivery or delay the  surrender of or  registration  of transfer or exchange of
any Receipt until such proof or other  information is filed,  such  certificates
are executed or such representations and warranties are made.

            SECTION 3.02. PAYMENT OF TAXES OR OTHER GOVERNMENTAL CHARGES. If any
tax or other  governmental  charge shall  become  payable by or on behalf of the
Trustee,  including  any tax or charge  required to be withheld from any payment
made to or by the Trustee  under the  provisions  of any  applicable  law,  with
respect to any Receipt or with  respect to the  Interest,  Principal or Callable
Principal  (or  portions  thereof)  evidenced by any such  Receipt,  such tax or
governmental charge shall be payable by the Holder of such Receipt and may be so
withheld  by the  Trustee.  The  surrender  of or  registration  of  transfer or
exchange of any Receipt may be refused until such payment is made.

            SECTION 3.03. DEPOSITOR'S  WARRANTIES.  In the case of each delivery
of Bonds to the Trustee,  the Depositor shall be deemed thereby to represent and
warrant to the Trustee that the Depositor is duly  authorized to so deliver such
Bonds and that  immediately  prior to the delivery  thereof the Depositor  owned
such Bonds free and clear of any lien,  pledge,  encumbrance  or other  security
interest.  The  Depositor  shall further be deemed by such delivery to have made
the representations and warranties  contained in the Series Trust Agreement with
respect to such Bonds and to  represent  and  warrant  to the  Trustee  that the
prospectus and prospectus  supplement  prepared by the Depositor with respect to
the Receipts makes such  disclosure  with respect to the Bonds as is required by
applicable  federal  and  state  securities  laws.  Such   representations   and
warranties  shall survive the delivery of such Bonds and the Receipts in respect
thereof.

                                   ARTICLE IV

                   PAYMENT OF INTEREST AND PRINCIPAL, CUSTODY
                 OF PROCEEDS OF INTEREST AND PRINCIPAL PAYMENTS

            SECTION 4.01. PAYMENT OF INTEREST; PAYMENT OF PRINCIPAL. In the case
of any  interest  or  principal  payments  due on Bonds  held by the  Trustee in
certificate  form,  the Trustee shall  present to the issuer,  trustee or paying
agent  therefor,  as  applicable,  for payment  all  coupons or other  documents
required  on the  Interest  Payment  Dates  related  thereto  and  the

                                      -11-
<PAGE>

receipts  representing  the Bonds and/or all other required  documents at stated
maturity or upon the Redemption Date therefor.

            With  respect  to any  Coupon  Receipt,  on and after  the  Interest
Payment Date of the Interest evidenced  thereby,  if the applicable issuer shall
have paid in full and the Trustee  shall have  received the interest due on such
Interest  Payment Date on the  underlying  Bonds,  the Trustee  shall pay to the
Holder thereof as of the  applicable  record date of the  underlying  Bonds,  in
lawful  money of the United  States of America,  (i) if the Holder is DTC or its
nominee or any  successor  depository  or nominee  thereof,  by wire transfer of
immediately  available  funds,  and (ii) if the Holder is any other  person,  by
check for New York Clearing House Funds sent by first-class  mail to the address
of the  Holder set forth in the  Receipt  Register,  the  entire  amount of such
Interest evidenced thereby,  less any taxes or governmental  charges required to
be withheld from such payment by the Trustee.

            Except as provided for under  Section  5.01 hereof,  with respect to
any Principal Receipt,  if the applicable issuer shall have paid in full and the
Trustee shall have received the amount of such Principal,  the Trustee shall pay
to the Holder thereof as of the  applicable  record date, in lawful money of the
United  States  of  America,  (i) if the  Holder  is DTC or its  nominee  or any
successor  depository  or  nominee  thereof,  by wire  transfer  of  immediately
available  funds,  and (ii) if the Holder is any other person,  by check for New
York Clearing House Funds sent by first-class  mail to the address of the Holder
set forth in the Receipt Register, the entire amount of such Principal evidenced
thereby,  less any taxes or  governmental  charges  required to be withheld from
such payment by the Trustee.

            Except as provided for under  Section  5.01 hereof,  with respect to
any Callable Principal Receipt, if the applicable issuer shall have paid and the
Trustee  shall  have  received  all or any part of the  principal  amount of the
Principal and redemption premium, if any, due upon maturity, or upon the earlier
redemption of the underlying  Bonds, the Trustee shall pay to the Holder thereof
as of the  applicable  record  date,  in lawful  money of the  United  States of
America,  (i) if the Holder is DTC or its nominee or any successor depository or
nominee  thereof,  by wire transfer of immediately  available funds, and (ii) if
the Holder is any other person,  by check for New York Clearing House funds sent
by  first-class  mail to the  address  of the  Holder  set forth in the  Receipt
Register,  the entire amount of such  Principal and premium,  if any,  evidenced
thereby,  or, in the case of a Callable  Principal Receipt redeemed in part, the
amount  of  such  Principal  so  redeemed;  in  each  case  less  any  taxes  or
governmental charges required to be withheld from such Payment by the Trustee.

            With respect to any  Callable  Principal  Receipt,  on and after the
Interest Payment Date of the Interest  evidenced thereby (which Interest Payment
Date shall be on or after the First Call Date),  if the applicable  issuer shall
have paid in full and the Trustee  shall have  received the interest due on such
Interest  Payment Date on the  underlying  Bonds,  the Trustee  shall pay to the
Holder thereof as of the  applicable  record date of the  underlying  Bonds,  in
lawful  money of the United  States of America,  (i) if the Holder is DTC or its
nominee or any  successor  depository  or nominee  thereof,  by wire transfer of
immediately  available  funds,  and (ii) if the Holder is any other  person,  by
check for New York Clearing House Funds sent by first-class  mail to the


                                      -12-
<PAGE>

address of the Holder set forth in the Receipt  Register,  the entire  amount of
such Interest evidenced thereby, less any taxes or governmental charges required
to be withheld from such payment by the Trustee.

            When  making  any  payment  to a  Holder  of a  Receipt  under  this
Agreement, the Trustee shall round down such payment to the nearest whole cent.

            SECTION 4.02. SEGREGATION OF MONEYS RECEIVED FROM ISSUERS IN RESPECT
OF BONDS.  All moneys  received  from the issuers of Bonds or  otherwise  by the
Trustee in respect of Bonds evidenced by Receipts issued hereunder shall be held
by it  without  interest  in a special  account  for each issue of Bonds held in
trust until  required to be disbursed in accordance  with the provisions of this
Agreement or as otherwise  required by law and such moneys will be segregated by
separate recordation on the books and records of the Trustee.

                                    ARTICLE V

                          THE TRUSTEE AND THE DEPOSITOR

            SECTION  5.01.  NO LIABILITY OF THE TRUSTEE OR THE  DEPOSITOR ON THE
BONDS;  POWERS OF TRUSTEE  UPON A DEFAULT ON THE BONDS.  The sole  obligor  with
respect to any Bond is the issuer thereof or any other entity  obligated to make
payments  to or on  behalf  of the  issuer  thereof  (or its  trustee  or  other
applicable  fiduciary)  with  respect to any Bond.  Neither  the Trustee nor the
Depositor  shall have any  obligation  on or with respect to the Bonds except as
provided herein or in the Act; and their respective  obligations with respect to
Receipts shall be solely as set forth in this Agreement and the Act.

            Upon any  default  by the  issuer of any Bond on the  payment of any
Interest,  Principal, or Callable Principal which is evidenced by a Receipt, the
Trustee shall  promptly give notice to DTC or, if the Receipts are not then held
by DTC or any other  Depository,  directly  to Holders  thereof as  provided  in
Section 8.03  hereof.  Such notice shall set forth (a) the identity of the issue
of Bonds,  (b) the date and nature of such  default,  (c) the face amount of the
Interest, Principal or Callable Principal to which such default relates, (d) the
identifying  numbers or the class of Receipts,  or any combination,  as the case
may be,  evidencing the Interest,  Principal or Callable  Principal (or portions
thereof)  described above in clause (c), and (e) any other information which the
Trustee may deem appropriate.

   
            In the event of the occurrence of any default by the issuer of any
Bond in the payment of any Interest, Principal, or Callable Principal which is
evidenced by a Receipt, and such default is not cured by such issuer or a
guarantor, insurer or other surety, if any, within ten (10) days of the date of
default, there will be an involuntary surrender of the related Receipts and the
Trustee will, whether or not requested by the Holders of Receipts promptly cause
the distribution in kind of the respective interests in the Bonds to the Holders
of the related Receipts (in proportion to the Accreted Value of each outstanding
class of Receipts, and within each class pro rata by face amount) and dissolve
the Trust, if the Bonds which are the subject of the default constitute all of
the assets of a given Trust.
    

                                      -13-
<PAGE>

       

   
            Where the interest of a Holder of a Receipt may not be separately
distributed in kind because physical coupons or Bonds are not available, or for
some other reason, the Trustee shall make the distribution in kind required by
the preceding paragraph (i) with respect to Coupon Receipts by supplying such
documents as the Holder of a Coupon Receipt may reasonably request (or in the
absence of such request, as the Trustee may deem appropriate), in order to
permit such Holder to preserve or assert his rights with respect to such Coupon
Receipt against the issuer of the Bonds; and (ii) with respect to Callable
Principal and Principal Receipts, by distributing pro rata (in proportion to
face amount) the principal amount of such Bonds to the respective holders of
such Callable Principal Receipts and Principal Receipts (or, if the Bonds are
not available in certificated form, by supplying such documents as the Holders
of such Receipts may reasonably request or, in the absence of such request, as
the Trustee may deem appropriate, in order to permit such Holders to preserve or
assert their rights with respect to such Bond against the issuer thereof). Bonds
or interest thereon shall be delivered to such Holders as provided pursuant to
this Section 5.01 upon surrender of the affected Receipts at the account of each
Holder as directed by such Holder in writing or, in the absence of such
direction or surrender, at an account maintained for the Holder by the Trustee.
Each Holder receiving defaulted Bonds or divided interest therein shall be
entitled to proceed against the issuer in the manner such Holder deems
appropriate.

            In applying the provisions of the preceding paragraph in the case of
Receipts deliverable only in book-entry form pursuant to Section 2.08 hereof,
the Trustee will, to the extent possible, make distributions in kind of Bonds to
the Holders that are the beneficial owners according to the Receipt Register or
custodial records of DTC (which, in such event, shall be deemed a part of the
Receipt Register).

             Holders of Receipts shall be entitled to proceed  directly  against
the issuer (or such guarantor,  insurer,  or surety, if any) of the Bonds or any
other person.

            Holders of the Receipts shall have no recourse against the Depositor
or the Trustee for claims arising out of a default on the Bonds. The Trustee
shall furnish upon request of the Depositor and, after the notice is received by
the Trustee of the occurrence of an event of default or event which with the
passage of time will become an event of default, upon request of any Holder, a
list of the names, addresses and such other matters contained in the Receipts
Register as the Depositor or such Holder may request. The Depositor or the
Holder, as appropriate, shall pay to the Trustee any reasonable or customary
charge for the furnishing of the requested information.
    

            In the event that the Trustee receives money or other property in
respect of the Bonds (other than a scheduled interest payment with respect to an
Interest Payment Date or the scheduled payment of principal on or with respect
to the stated maturity date of the Bonds) as a result of a payment default on
the Bonds, or actual notice that such moneys or other property will be paid to
the Trustee, the Trustee shall promptly give notice (as provided in Section 8.03
hereof) to DTC or, if the Receipts are not then held by DTC or any other
Depository, directly to the Holders of the Receipts then outstanding and unpaid.
Such notice shall state that, not later than thirty (30) days after the receipt
of such moneys or other property, the Trustee shall allocate and distribute such
moneys or other property to the Holders of the Receipts then outstanding and
unpaid, in proportion to the Accreted Value of each outstanding class of
Receipts, and within each class pro rata by face amount. Property received,
other than cash, shall be liquidated by the Trustee in a commercially reasonable
manner and the proceeds thereof, after deduction of all reasonable costs and
expenses of such liquidation, distributed in cash; provided, however, that if
such property consists of securities, such securities shall be liquidated only
to the extent necessary to avoid distribution of fractional securities.

            Sections 317(a), 316(a)(1), 316(b), 315(b) and 315(e) of the Act are
hereby specifically incorporated by reference into these Standard Terms.

            Neither the Trustee nor the Depositor  shall be under any obligation
whatsoever  to  appear  in,  prosecute  or  defend  any  action,  suit or  other
proceeding in respect of the Bonds or Receipts.

            ANY ACTION OR  PROCEEDING  ALLEGING ANY BREACH BY THE TRUSTEE OF ITS
DUTIES UNDER THIS AGREEMENT SHALL BE PROSECUTED ONLY IN A STATE OR FEDERAL COURT
LOCATED IN THE STATE OF NEW YORK COUNTY,  NEW YORK.  THE TRUSTEE  SHALL HAVE THE
RIGHT AT ANY TIME TO SEEK INSTRUCTIONS FROM ANY COURT OF COMPETENT JURISDICTION.

            The Trustee may consult  with and rely upon the  calculations  of an
advisor  (which may be the  Depositor) in  connection  with any  calculation  of
Accreted  Value to the extent such amount  must be  determined  in order for the
Trustee  to carry out its  duties  hereunder.  The  expenses  of such an advisor
(other  than the  Depositor)  shall be borne by the Holders and shall not exceed
$5,000.


                                      -14-
<PAGE>

            SECTION  5.02.  MAINTENANCE  OF OFFICES AND AGENCIES BY THE TRUSTEE.
Until  termination of this Agreement in accordance  with its terms,  the Trustee
shall  maintain (a)  facilities in the Borough of  Manhattan,  City of New York,
State of New York,  for the  execution  and  delivery,  payment,  surrender  and
registration  of transfer and exchange of Receipts,  all in accordance  with the
provisions of this Agreement,  and (b) such other agents,  if any,  according to
the terms and conditions as the Trustee and the Depositor may agree from time to
time.

            SECTION 5.03.  PREVENTION OR DELAY IN  PERFORMANCE BY THE TRUSTEE OR
THE DEPOSITOR.  Neither the Trustee nor the Depositor  shall incur any liability
to any Holder of any  Receipt,  if by reason of any  provision of any present or
future law, or  regulation  thereunder,  of any  governmental  authority,  or by
reason of any act of God or war or other circumstance  beyond the control of the
relevant  party,  the Trustee or the  Depositor  shall be prevented or forbidden
from  doing or  performing  any act or thing  which the terms of this  Agreement
provide  shall be done or  performed;  and neither the Trustee nor the Depositor
shall  incur  any  liability  to  any  Holder  of a  Receipt  by  reason  of any
non-performance or delay, caused as aforesaid,  in the performance of any act or
thing  which  the  terms  of  this  Agreement  provide  shall  or may be done or
performed,  or by reason  of any  exercise  of,  or  failure  to  exercise,  any
discretion provided for in this Agreement.

            SECTION 5.04. OBLIGATIONS OF THE TRUSTEE AND THE DEPOSITOR.  Subject
to  Section  315 of the  Act as to the  Trustee,  neither  the  Trustee  nor the
Depositor  assume any obligation or shall be subject to any liability under this
Agreement  to Holders of Receipts,  other than by reason of willful  misconduct,
bad faith or negligence in the  performance  of such duties as are  specifically
set forth in this  Agreement.  Neither the  Depositor  nor the Trustee  shall be
under any obligation to take any action  hereunder  which may tend to involve it
in any expense or  liability,  the payment of which within a reasonable  time is
not, in its reasonable opinion, assured to it.

            Neither the Trustee nor the Depositor  shall be liable to any Holder
of any Receipt for any action or non-action by it in reliance upon the advice of
or information from legal counsel,  accountants,  any Holder of a Receipt or any
other person believed by it in good faith to be competent to give such advice or
information.  The  Trustee  and the  Depositor  may each rely and shall  each be
protected  in  acting  upon any  written  notice,  request,  direction  or other
document  believed by it to be genuine and to have been signed or  presented  by
the proper party or parties.

            Neither DTC nor any  registrar  with which Bonds are  maintained  as
book-entry  credits shall be deemed  agents of the Trustee.  The Trustee may own
and deal in bonds of the same issue and maturity as the Bonds and in Receipts.

            The  Trustee  shall  at  all  times  maintain  a  fidelity  bond  in
reasonable  form  and  amount  to  protect  against  loss  due to  dishonest  or
fraudulent action by its employees in connection with its obligations hereunder.

            SECTION 5.05. RESIGNATION AND REMOVAL OF THE TRUSTEE; APPOINTMENT OF
SUCCESSOR  TRUSTEE.  The Trustee may at any time resign as Trustee  hereunder by
written notice of

                                      -15-
<PAGE>

its election so to do, delivered to the Depositor,  and such  resignation  shall
take effect upon the  appointment  of a successor  Trustee and its acceptance of
such appointment as hereinafter  provided.  The Depositor may at any time remove
the Trustee as Trustee  hereunder  by written  notice of its  election to do so,
delivered to the Trustee as provided in Section  8.03  hereof,  and such removal
shall take effect upon the appointment of a successor Trustee and its acceptance
of such  appointment as provided in the third  succeeding  paragraph;  provided,
however,  that in the event of such removal,  the Depositor  shall  negotiate in
good  faith  with  the  Trustee  in  order to  agree  regarding  payment  of the
termination  costs  of  the  Trustee  resulting  from  such  removal.  Upon  the
designation of a successor Trustee following either resignation by or removal of
the Trustee,  the Trustee  shall  deliver to the  successor  Trustee all records
relating to the Receipts in the form and manner then  maintained by the Trustee,
which shall include a hard copy thereof upon request of the successor Trustee.

            If at any time the  Trustee  fails  to meet the  qualifications  for
successor  Trustees set forth in the next paragraph,  shall become  incapable of
acting or shall be  adjudged  a bankrupt  or  insolvent,  or a  receiver  of the
Trustee or of its property shall be appointed,  or any public officer shall take
charge or control of the  Trustee or of its  property or affairs for the purpose
of  rehabilitation,  conservation or  liquidation,  or the Trustee shall fail to
comply with the  provisions  of Section  310(b) of the Act, then any Holder of a
Receipt with respect to a particular issue of Bonds which has been such a Holder
for at least six (6)  months or the  Holders  of ten  percent  (10%) of the face
amount of Receipts of a series which is  outstanding at such time may, on behalf
of himself,  herself or themselves and all others similarly  situated,  petition
any court of competent  jurisdiction for the removal of the Trustee with respect
to the Bonds  evidenced  by such  Receipts  and the  appointment  of a successor
Trustee.

            In the case at any time the Trustee  acting  hereunder  notifies the
Depositor that it elects to resign or the Depositor notifies the Trustee that it
elects to remove the Trustee as Trustee, the Depositor shall, within ninety (90)
days after the  delivery  of the notice of  resignation  or  removal,  appoint a
successor  Trustee,  which  shall be a bank with trust  powers or trust  company
having its principal  office in the United States of America,  having a combined
capital  and  surplus  of at least  $50,000,000,  and  having a rating of Baa or
better assigned by at least one nationally recognized statistical rating agency,
as  that  term  is  defined  under  Securities  and  Exchange   Commission  Rule
15C3-1(c)(2)(vi)(F).  If no  successor  Trustee  has been  appointed a successor
Trustee  within ninety (90) days after the Trustee has given  written  notice of
its election to resign or the Depositor has given written  notice to the Trustee
of its  election  to remove the  Trustee,  as the case may be, the  Trustee  may
petition any court of competent  jurisdiction for the appointment of a successor
Trustee.  Every  successor  Trustee shall execute and deliver to its predecessor
and  to the  Depositor  an  instrument  in  writing  accepting  its  appointment
hereunder,  and thereupon  such  successor  Trustee,  without any further act or
deed,  shall  become  fully  vested  with all the  rights,  powers,  duties  and
obligations of its  predecessor  and for all purposes shall be the Trustee under
this Agreement, and such predecessor, upon payment of all sums due it and on the
written  request of the  Depositor,  shall  execute  and  deliver an  instrument
transferring  to such  successor  all  rights,  obligations  and  powers of such
predecessor  hereunder,  and shall duly assign,  transfer and deliver all right,
title  and  interest  in the  Bonds and parts  thereof  to such  successor.

                                      -16-
<PAGE>

Any successor  Trustee  shall  promptly  give notice of its  appointment  to the
Holders of  Receipts  for which it is  successor  Trustee as provided in Section
8.03 hereof.

            Any  corporation  into or with  which  the  Trustee  may be  merged,
consolidated  or  converted  or any  corporation  which shall  succeed to all or
substantially  all of the corporate  trust  business of the Trustee shall be the
successor of such Trustee without the execution or filing of any document or any
further act.

            SECTION 5.06.  INDEMNIFICATION BY THE DEPOSITOR;  CONTRIBUTION.  The
Depositor  agrees to indemnify the Trustee  against,  and hold it harmless from,
any  liability  which  may  arise  out  of or in  relation  to  the  acceptance,
administration or performance by the Trustee of its duties hereunder or any acts
performed or omitted in accordance with the provisions of this Agreement, as the
same may be amended,  supplemented or modified from time to time, in relation to
the Bonds described in the Series Trust  Agreement  executed by the Depositor or
the Receipts of a series and any liability which may arise out of acts performed
or omitted in relation to such Receipts (a) by the Trustee or its agents, except
for any  liability  arising  out of acts of  willful  misconduct,  bad  faith or
negligence on the part of the Trustee or its agents,  or (b) by the Depositor or
any of its agents.

            If the  indemnification  provided for in the preceding  paragraph is
invalid or unenforceable, then the Depositor shall contribute to the amount paid
or payable by the Trustee as a result of such liability in such proportion as is
appropriate  to reflect the relative  benefits  received by the Depositor on one
hand and the Trustee on the other from the issuance  and sale of such  Receipts.
For this purpose the benefits  received by the Depositor  shall be the aggregate
amount  received  by it upon  the sale of such  Receipts,  less  the  costs  and
expenses of such sale,  including the cost of acquisition of the Bonds evidenced
thereby,  and the benefits received by the Trustee shall be the aggregate amount
of fees  received by it as Trustee,  less costs and  expenses  incurred by it as
Trustee in relation  to such  Receipts,  and the Bonds  evidenced  thereby.  If,
however,  the allocation provided by the immediately  preceding two sentences is
not permitted by applicable  law,  then the Depositor  shall  contribute to such
amount paid or payable by the Trustee in such  proportion as is  appropriate  to
reflect  not only such  relative  benefits  but also the  relative  fault of the
Depositor  on the one hand and the Trustee on the other in  connection  with the
actions or  omissions  which  resulted in such  liability,  as well as any other
relevant equitable considerations.

            The term  "liability,"  as used in this Section 5.06,  shall include
any  losses,  claims,  damages,   expenses  (including  without  limitation  the
Trustee's costs and expenses in defending  itself against any losses,  claims or
investigations  of any  nature  whatsoever  to the  extent  the  Trustee  is not
reimbursed  as  contemplated  therein) or other  liabilities,  joint or several,
arising for any reason  (including  without  limitation  violation of applicable
laws or trademarks or service marks).

            The  obligations of the Depositor  under this Section 5.06 shall (i)
be in addition to any liability which the Depositor may otherwise have and shall
extend, upon the same terms and conditions,  to each officer and director of the
Trustee and to each person,  if any, who controls the

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<PAGE>

Trustee  within the meaning of the  Securities  Exchange Act of 1934, as amended
and (ii) survive the  resignation or removal of the Trustee and the  termination
of this Agreement.

            SECTION 5.07. CHARGES AND EXPENSES.  Except as otherwise provided in
this  Agreement,  (i) no current or future  charges,  fees and  expenses  of the
Trustee  shall  be  payable  by or  withheld  from  any  person  other  than the
Depositor, except for any taxes and other governmental charges, and (ii) in full
payment  and  satisfaction  of all other  charges  and  expenses  of the Trustee
(including,  in each case,  fees and  expenses  of  counsel)  incidental  to the
performance of its obligations hereunder, the Depositor shall pay the Trustee an
amount  determined in accordance  with a separate  agreement  between it and the
Trustee.

            SECTION 5.08. REPORTS TO RECEIPT HOLDERS.

            (a) Quarterly and annual unaudited  reports  containing  information
concerning  the related  Bonds,  including  an annual  independent  accountant's
statement  of review  regarding  the  payment  of all income on the Bonds to the
Receipt  Holders,  will be prepared by the  Depositor  and sent on behalf of the
Trust to the Holders of the Receipts.  The  Depositor  shall cause each Trust to
file with the  Securities and Exchange  Commission  such other reports as may be
required  under  the  Exchange  Act of  1934,  and  the  rules  and  regulations
thereunder,  and, in addition,  to prepare such reports and take such actions as
may otherwise be required by Section 314(a) of the Act.

            (b)  In  addition  to the  foregoing,  within  the  period  of  time
prescribed by the Internal  Revenue Code of 1986, as amended,  and the rules and
regulations  thereunder,  after the end of each calendar year during the term of
each  Trust,  the  Trustee  will mail to each person who at any time during such
calendar  year has been a Holder and  received  any payment  thereon a statement
containing certain information for the purposes of such Holder's  preparation of
federal income tax returns.

            (c) On or before February 1 of each year, the Trustee for each Trust
shall  transmit by mail to the Holders of the related  Receipts  the report,  if
any, required by Section 313(a) of the Act.

            (d) In addition to the foregoing,  the Trustee shall transmit to the
Holders of the  Receipts  any  communications  received by the Trustee  from the
issuer of the related Bonds. To the extent that the issuer of the Bonds fails to
reimburse  the  Trustee  for its  reasonable  expenses  in  connection  with the
transmission  of  communications  to the Holders of the Receipts,  the Depositor
shall pay such expenses pursuant to Section 5.07 hereof.

            SECTION 5.09.  REPORTS TO TRUSTEE.  The Depositor,  on behalf of the
Trust,  shall deliver to the Trustee  semi-annually each June 30 and December 31
the information required by Section 312(a) of the Act; provided,  however,  that
so long as the  Trustee  is  acting  as  registrar  for  the  Receipts,  no such
information need be furnished.


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<PAGE>

                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

            SECTION 6.01. AMENDMENT. The form of the Receipts and any provisions
of this  Agreement may at any time and from time to time be amended by agreement
in writing  between the Depositor and the Trustee,  executed by each of them, in
any respect  which they may deem  necessary or  desirable,  provided  that in no
event  shall any  amendment  defer or alter  the  maturity  of a Receipt  or, as
evidenced by an opinion of counsel delivered to the Trustee, in any other manner
adversely  affect the  rights to  payment of a Holder of a Receipt or  otherwise
materially  prejudice  any  substantial  existing  right of the  Holders  of the
Receipts.  Every  Holder of a Receipt at the time any such  amendment so becomes
effective shall be deemed to be continuing to hold such Receipt,  to consent and
agree to such  amendment and to be bound by this  Agreement as amended  thereby.
Notwithstanding any other provision herein, no amendment to this Agreement shall
be  effective  unless the  Depositor  shall  provide the  nationally  recognized
statistical rating agency, if any, which has rated the Receipts of each Trust to
be effected by such  amendment  with ten (10) days prior written  notice of such
proposed amendment and has received a written  confirmation from such nationally
recognized  statistical  rating  agency that such  amendment  will not cause the
nationally  recognized  statistical rating agency to downgrade its rating of the
subject Receipts.

            The  Trustee  shall  be  entitled  to  receive,  and  shall be fully
protected  in  relying  upon,  an  opinion  of  counsel,  in form and  substance
reasonably  satisfactory  to the  Trustee,  stating  that the  execution  of any
amendment,  supplement  or waiver  authorized  pursuant to this  Section 6.01 is
authorized and permitted by this Agreement. Such opinion of counsel shall not be
an expense of the Trustee.

            SECTION 6.02.  TERMINATION.  This  Agreement  shall  terminate  with
respect  to any Trust one year  following  the  payment  upon  maturity  (or any
earlier  redemption) by the respective  issuers of the entire  principal  amount
(and  any  redemption  premium)  of the  Bonds.  If any  Receipts  shall  remain
outstanding  after the date of termination of this Agreement,  the Trustee shall
not perform any further acts under this Agreement, except that the Trustee shall
hold the proceeds of any payment,  without  liability for interest,  for the pro
rata  benefit  of the  Holders  of  Receipts  which  have not  theretofore  been
surrendered  for payment unless  otherwise  required by applicable law. Upon the
termination  of this  Agreement,  the  Depositor  shall be  discharged  from all
obligations under this Agreement except for its obligations to the Trustee under
Section 5.06 and 5.07 hereof.

                                   ARTICLE VII

                    REDEMPTION OF CALLABLE PRINCIPAL RECEIPTS

            SECTION  7.01.  REDEMPTION.  If the  Bonds of any  issue  underlying
Callable  Principal  Receipts  are  redeemed in whole or in part on or after the
First  Call  Date,  and upon

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<PAGE>

actual receipt by the Trustee of notice of such  redemption,  the Trustee shall,
in accordance with the provisions of this Article VII, redeem a principal amount
of Callable  Principal  Receipts  equal to the principal  amount of the Bonds of
such issue held in trust  hereunder  so  redeemed.  In the absence of the actual
notice  described in this Section 7.01, the Trustee shall be under no obligation
to effect the redemption  required by this Section 7.01. The particular Callable
Principal  Receipts  to be redeemed  shall be  selected by the Trustee  from the
outstanding  Callable  Principal  Receipts  of such  series by lot or such other
method as the Trustee shall deem fair and  appropriate and which may provide for
the  selection  for  redemption  of portions  (in  amounts  equal to the minimum
authorized  denomination of such series and integral  multiples  thereof) of the
principal amount represented by such Callable Principal Receipts.  To the extent
practicable  the  Trustee  shall,  in the  case of  partial  redemption,  redeem
Callable  Principal Receipts so that no more than one Callable Principal Receipt
is thereby rendered other than in an authorized denomination. Upon redemption of
any  Callable  Principal  Receipts,  the  Holder  will have no right to  receive
Payments on any Interest maturing after the Redemption Date thereof.

            SECTION 7.02.  NOTICE OF REDEMPTION.  Notice of redemption  shall be
given by the Trustee to each  Holder of any  Callable  Principal  Receipts to be
redeemed as provided in Section 8.03 hereof within thirty (30) days after notice
of redemption of the underlying  Bonds has been given by the issuer,  trustee or
paying agent of or for the Bonds,  as the case may be (but not less than fifteen
days prior to the redemption date);  provided,  however,  that the Trustee shall
not be required to give any notice of  redemption  less than three (3)  business
days  after the date it  receives  notice of such  redemption.  All  notices  of
redemption  shall be mailed to each Holder at such  Holder's last address on the
Receipt Register and shall state the Redemption Date, the amount payable on such
date, the place at which Callable  Principal  Receipts are to be surrendered for
payment,  that  interest on amounts  redeemed  will cease to accrue and, if less
than  all of a  Holder's  Callable  Principal  Receipt  is to be  redeemed,  the
principal amount of such Callable Principal Receipt to be redeemed.

                                  ARTICLE VIII

                                  MISCELLANEOUS

            SECTION 8.01.  EXCLUSIVE BENEFIT OF PARTIES AND HOLDERS OF RECEIPTS;
EFFECTIVE  DATE.  This  Agreement  is for the  exclusive  benefit of the parties
hereto,  their respective  successors  hereunder,  and Holders of Receipts,  and
shall not be deemed to give any legal or equitable right, remedy or claim to any
other person whatsoever. The Holders from time to time shall be beneficiaries of
this Agreement and shall be bound by all the terms and conditions  hereof and of
the Receipts by  acceptance of delivery  thereof.  This  Agreement  shall become
effective as to the Trustee and the  Depositor  for each series of Receipts upon
the  execution of the Series Trust  Agreement for such series by the Trustee and
Depositor and the receipt by the Trustee of the Bonds deposited therewith.

            SECTION 8.02.  INVALIDITY OF PROVISIONS.  In case any one or more of
the provisions  contained in this Agreement or contained in the Receipts  should
be or become invalid,  illegal or

                                      -20-
<PAGE>

unenforceable in any respect,  the validity,  legality and enforceability of the
remaining  provisions  contained  herein or therein shall in no way be affected,
prejudiced or disturbed thereby.

            SECTION  8.03.  NOTICES.  Any and all  notices  to be  given  to the
Depositor  shall be deemed to have been duly given if  personally  delivered  or
sent by mail or facsimile confirmed by letter addressed to the address set forth
in the Series Trust Agreement relating to Receipts evidencing Bonds deposited by
the Depositor, or at any other place to which the Depositor may have transferred
its principal executive office.

            Any and all  notices to be given to the  Trustee  shall be deemed to
have been duly given if  personally  delivered  or sent by mail or by  facsimile
confirmed by letter addressed to the Trustee at [___________________] Attention:
Corporate  Trust  Department,  or to such other place which the Trustee may have
designated in writing to the Depositor.

            All other  notices to be given to any Holder shall be deemed to have
been duly given if given by mail, first-class postage prepaid, to each Holder at
such Holder's address as it appears in the Receipt Register. Neither the failure
to mail such notice,  nor any defect in any notice so mailed,  to any particular
Holder  shall  affect  the  sufficiency  of such  notice  with  respect to other
Holders.

            SECTION 8.04.  GOVERNING  LAW. This Agreement and the Receipts shall
be governed by, and construed in accordance  with,  the laws of the State of New
York.

            SECTION  8.05.  HEADINGS.  The  headings of articles and sections in
this  Agreement  and in the form of the  Receipts set forth in Appendix A hereto
have been inserted for convenience  only and are not to be regarded as a part of
this Agreement or to have any bearing upon the meaning or  interpretation of any
provision contained herein or in the Receipts.

            SECTION 8.06.  TRUST  INDENTURE ACT. The provisions of the Act which
impose duties on any person (including provisions  automatically deemed included
in an indenture under the Act unless the indenture provides that such provisions
are excluded)  are part of and govern this  Agreement.  If any provision  hereof
limits,  qualifies or conflicts  with any of the duties  imposed by operation of
the Act, the provisions of the Act shall control.


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