EXHIBIT 4.01

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                       STANDARD TERMS FOR TRUST AGREEMENTS

                                     between

                               SELECT ASSET INC.,
                                  as Depositor

                                       and

                                  [----------],
                                   as Trustee

                            [NAME] TRUST CERTIFICATES

                                 Dated as of [ ]


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                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I     Definitions and Assumptions....................................1

      Section 1.01  Definitions..............................................1
      Section 1.02  Rules of Construction...................................18
      Section 1.03  Compliance Certificates and Opinions; Record
                    Date....................................................18

ARTICLE II    Declaration of Trusts; Issuance of Certificates; Purpose
              and Classification of Trusts..................................19

      Section 2.01  Creation and Declaration of Trusts:
                    Assignment of Underlying Securities.....................19
      Section 2.02  Acceptance by Trustee...................................21
      Section 2.03  Representations and Warranties of the
                    Depositor...............................................21
      Section 2.04  Breach of Representation, Warranty or Covenant..........22
      Section 2.05  Agreement to Authenticate and Deliver
                    Certificates............................................22

ARTICLE III   Administration of Each Trust..................................22

      Section 3.01  Administration of Each Trust............................22
      Section 3.02  Collection of Certain Underlying Security
                    Payments................................................23
      Section 3.03  Certificate Account.....................................23
      Section 3.04  Liquidation of the Underlying Securities................24
      Section 3.05  Investment of Funds in the Accounts.....................24
      Section 3.06  Maintenance of Credit Support...........................24
      Section 3.07  Realization upon Defaulted Underlying
                    Securities..............................................25
      Section 3.08  Retained Interest.......................................26
      Section 3.09  Access to Certain Documentation.........................26
      Section 3.10  Reports by the Depositor................................26
      Section 3.11  Charges and Expenses....................................27
      Section 3.12  Underlying Securities Reporting Failure.................27

ARTICLE IV    Distributions and Reports to Certificateholders...............28

      Section 4.01  Distributions...........................................28
      Section 4.02  Distributions on Certificates...........................28
      Section 4.03  Reports to Certificateholders...........................30
      Section 4.04  Advances................................................31
      Section 4.05  Allocation of Realized Losses and Trust
                    Expenses................................................32
      Section 4.06  Payments of Taxes and Other Governmental Charges........32
      Section 4.07  Annual Statements; Tax Returns..........................33
      Section 4.08  Compliance with Treasury Regulations with
                    respect to Certificates and Underlying
                    Securities Issued in Bearer Form........................33
      Section 4.09  Tax Elections...........................................33
      Section 4.10  Optional Exchange.......................................33

ARTICLE V     The Certificates..............................................35

      Section 5.01  The Certificates........................................35
      Section 5.02  Execution, Authentication and Delivery..................35
      Section 5.03  Temporary Certificates..................................36
      Section 5.04  Registration; Registration of Transfer and
                    Exchange................................................37


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      Section 5.05  Mutilated, Destroyed, Lost and Stolen
                    Certificates............................................41
      Section 5.06  Persons Deemed Owners...................................41
      Section 5.07  Cancellation............................................42
      Section 5.08  Global Securities.......................................42
      Section 5.09  Notices to Depository...................................43
      Section 5.10  Definitive Certificates.................................43
      Section 5.11  Currency of Distributions in Respect of
                    Certificates............................................44
      Section 5.12  Conditions of Authentication and Delivery of
                    New Series..............................................45
      Section 5.13  Appointment of Paying Agent.............................45
      Section 5.14  Authenticating Agent....................................46
      Section 5.15  Voting Rights with Respect to Underlying
                    Securities..............................................47
      Section 5.16  Actions by Certificateholders...........................48
      Section 5.17  Events of Default.......................................49
      Section 5.18  Judicial Proceedings Instituted by Trustee;
                    Trustee May Bring Suit..................................49
      Section 5.19  Control by Certificateholders...........................49
      Section 5.20  Waiver of Past Defaults.................................49
      Section 5.21  Right of Certificateholders to Receive
                    Payments Not to Be Impaired.............................50
      Section 5.22  Remedies Cumulative.....................................50

ARTICLE VI    The Depositor.................................................50

      Section 6.01  Liability of the Depositor..............................50
      Section 6.02  Limitation on Liability of the Depositor................50
      Section 6.03  Depositor May Purchase Certificates.....................52
      Section 6.04  Merger or Consolidation of the Depositor................52
      Section 6.05  No Liability of the Depositor with Respect to
                    the Underlying Securities; Certificateholders
                    to Proceed Directly Against the Issuer(s)...............52

ARTICLE VII   Concerning the Trustee........................................52

      Section 7.01  Duties of Trustee.......................................52
      Section 7.02  Between Trustee and Sub-Administrative Agents...........55
      Section 7.03  Certain Matters Affecting the Trustee...................56
      Section 7.04  Trustee Not Liable for Recitals in
                    Certificates or Underlying Securities...................57
      Section 7.05  Trustee May Own Certificates............................57
      Section 7.06  Trustee's Fees and Expenses.............................57
      Section 7.07  Eligibility Requirements for Trustee....................58
      Section 7.08  Resignation or Removal of the Trustee;
                    Appointment of Successor Trustee........................59
      Section 7.09  Merger or Consolidation of Trustee......................60
      Section 7.10  Appointment of Office or Agency.........................61
      Section 7.11  Representations and Warranties of Trustee...............61
      Section 7.12  Indemnification of Trustee by the Depositor;
                    Contribution............................................62
      Section 7.13  Indemnification of Depositor by Trustee.................63


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      Section 7.14  No Liability of the Trustee with Respect to
                    the Underlying Securities; Certificateholders
                    to Proceed Directly Against the Issuer(s)...............63
      Section 7.15  The Depositor to Furnish Trustee with Names
                    and Addresses of Certificateholders.....................63
      Section 7.16  Preservation of Information.............................64
      Section 7.17  Reports by Trustee......................................64
      Section 7.18  Trustee's Application for Instructions from
                    the Depositor...........................................64

ARTICLE VIII  Market Agent..................................................64

      Section 8.01  Market Agent............................................64

ARTICLE IX    Termination...................................................65

      Section 9.01  Termination upon Liquidation of All
                    Underlying Securities...................................65

ARTICLE X     Miscellaneous Provisions......................................65

      Section 10.01 Amendment...............................................65
      Section 10.02 Limitation on Rights of Certificateholders..............67
      Section 10.03 GOVERNING LAW...........................................68
      Section 10.04 Notices.................................................68
      Section 10.05 Notice to Rating Agencies...............................69
      Section 10.06 Severability of Provisions..............................70
      Section 10.07 Grant of Security Interest..............................70
      Section 10.08 Nonpetition Covenant....................................71
      Section 10.09 No Recourse.............................................71
      Section 10.10 Article and Section References..........................71
      Section 10.11 Counterparts............................................71
      Section 10.12 Trust Indenture Act Controls............................71
      Section 10.13 Segregation Provisions..................................72


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            STANDARD TERMS FOR TRUST AGREEMENTS, dated as of [ ], among SELECT
ASSET INC., a Delaware corporation, as Depositor, and [________], a national
banking association, as Trustee.

                              PRELIMINARY STATEMENT

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

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

            If specified in the related Series Supplement, the Depositor desires
to direct the Trustee, acting on behalf of the Trust pursuant to this Trust
Agreement, to enter into one or more Swap Agreements between the Trust and the
Swap Counterparty.

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

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

                                   ARTICLE I

                           DEFINITIONS AND ASSUMPTIONS

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

            "Account": As defined in Section 3.05.

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

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

            "Advance": As defined in Section 4.04.

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            "Affiliate": With respect to any specified Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control," when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

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

            "Authenticating Agent": As defined in Section 5.14.

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

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

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

            "Bearer Certificate": Any Certificate (with or without Coupons),
title to which passes by delivery only, but exclusive of any Coupons.

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


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            "Business Day": With respect to any Place of Distribution specified
in the related Series Supplement, any day that is not a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies in such
Place of Distribution are authorized or obligated by law, regulation or
executive order to close or any day which is not a Business Day with respect to
the Underlying Securities, except as otherwise specified in the related Series
Supplement and any Business Day specified with respect to the Underlying
Securities.

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

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

            "Certificate Account": As defined in Section 3.03.

            "Certificate Owners": As defined in Section 5.08.

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

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

            "Certificateholder": Any Holder of a Certificate.

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

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

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

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


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            "Code": The Internal Revenue Code of 1986, as amended, and Treasury
Regulations promulgated thereunder.

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

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

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

            "Coupon": Any interest coupon appertaining to a Bearer Certificate.

            "Coupon Certificate": Any Bearer Certificate authenticated and
delivered with one or more Coupons appertaining thereto.

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

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

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

            "Currency":  Dollars or Foreign Currency.

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

            "Definitive Certificates":  As defined in Section 5.08.


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            "Depositor": Select Asset Inc., a Delaware corporation, and, if a
successor Person shall have become the Depositor pursuant to any applicable
provisions of this Trust Agreement, "Depositor" shall mean such successor
Person. With respect to any provisions of this Trust Agreement that relate to
the provisions of the Trust Indenture Act, "Depositor" shall include any obligor
on the Certificates as the term obligor is defined in the Trust Indenture Act.

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

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

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

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

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

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

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

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


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Supplement indicates that the Trust will not be treated as a grantor trust, such
Eligible Investment will mature before the next scheduled Distribution Date and
will be held to maturity or the Trust has received an Opinion of Counsel to the
effect that the purchase or sale of such Eligible Investment will not affect the
status of the Trust as a grantor trust for U.S. federal, state and local income
and franchise tax purposes or any other tax consequences to the Trust and
Certificateholders as specified in the related Series Supplement:


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

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

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

            (iv) securities bearing interest or sold at a discount issued by any
      corporation incorporated under the laws of the United States or any State
      that have the rating specified in such Series Supplement for Eligible
      Investments at the time of such investment or contractual commitment
      providing for such investment; provided, however, that such rating shall
      be no lower than the rating on the Underlying Securities; and provided,
      further, that securities issued by any particular corporation will not be
      Eligible Investments to the extent that investment therein will cause the
      then outstanding principal amount of securities issued by such corporation
      and held as part of the Trust for such Series to exceed 10% of the
      aggregate outstanding principal balances and amounts of all the Underlying
      Securities and Eligible Investments held as part of the Trust for such
      Series;


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            (v) commercial paper having at the time of such investment the
      rating specified in the Series Supplement for Eligible Investments; and

            (vi) a Guaranteed Investment Contract if and only if specified in
      the related Series Supplement, provided that the Rating Agency Condition
      is met.

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

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

            "Exchange Rate Agent": With respect to any Series (or Class within
such Series) of Certificates, if applicable, the Depositor or its agent so
specified in the related Series Supplement.

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

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

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

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

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

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

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

            "Foreign Currency": A currency issued by the government of any
country other than the United States or a composite currency the value of which
is determined by reference to the values of the currencies of any group of
countries.


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

            "Grant": To sell, convey, assign, transfer, create, grant a lien
upon and a security interest in and right of set-off against, deposit, set over
and confirm to the Trustee pursuant to these Standard Terms and a related Series
Supplement; and the terms "Granted" and "Granting" have the meanings correlative
to the foregoing. A Grant of any Underlying Securities or of any other
instrument shall include all rights, powers and options (but none of the
obligations) of the Granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal,
premium, if any, and interest payments in respect of such Underlying Securities
and all other moneys payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights and
options, to bring Proceedings in the name of the Granting party or otherwise,
and generally to do and receive anything that the Granting party is or may be
entitled to do or receive thereunder or with respect thereto.

            "Guaranteed Investment Contract": With respect to any Series (or
Class within such Series), a guaranteed investment contract or surety bond
provided for in the related Series Supplement, Granted as part of the Trust or
to the Trustee for the benefit of the Certificateholders for such Series,
providing for the investment of funds in a related Account or related Accounts
and insuring a minimum or a fixed rate of return on the investment of such
funds, which contract or surety bond shall be an obligation of an insurance
company or other entity whose rating is no lower than the rating on the
Underlying Securities and shall satisfy any other requirements specified in such
Series Supplement.

            "Holder": With respect to a Registered Certificate, the Registered
Holder thereof and, with respect to a Bearer Certificate or a Coupon, the bearer
thereof.

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

            "Initial Accrued Interest": With respect to any Series, shall mean,
with respect to each Underlying Security, the amount of interest which accrued
thereon from the Underlying Security Interest Payment Date of such Underlying
Security next preceding the deposit of such Underlying Security hereunder (or,
in the event that such Underlying Security Interest Payment Date is the first
Underlying Security Interest Payment Date to occur after the original issuance
of such Underlying Security, from the dated date thereof) to, but excluding, the
Closing Date.

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


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

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

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

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

            "Market Agent": The market agent or market agents appointed pursuant
to Section 8.01, and its or their successors or assigns.

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

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

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

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

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

            "Opinion of Counsel": A written opinion of counsel, who may, except
as otherwise expressly provided in this Trust Agreement, be counsel for the
Depositor acceptable to the Trustee, except that any opinion of counsel relating
to the qualification of any account


                                      -9-
<PAGE>

required to be maintained pursuant to this Trust Agreement as an Eligible
Account must be an opinion of counsel who is in fact Independent of the
Depositor.

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

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

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

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

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

provided, however, that in determining whether the Holders of the required
percentage of the aggregate Voting Rights of the Certificates have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Certificates beneficially owned by the Depositor, the Trustee, or any Affiliate
thereof shall be disregarded and deemed not to be Outstanding, and the Voting
Rights to which its Holder would otherwise be entitled shall not be taken into
account in determining whether the requisite percentage of aggregate Voting
Rights necessary to effect any such consent or take any such action has been
obtained except that, in determining whether the Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent
or waiver, only Certificates with respect to which the Depositor has provided
the Trustee an Officer's Certificate stating that such Certificates are so owned
shall be so disregarded. Certificates so owned that have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Certificates and that the pledgee is not, to the knowledge of the Trustee, the
Depositor, or any Affiliate of any thereof. The principal amount or notional
amount, as applicable, of a Discount Certificate that shall be deemed to be
Outstanding for the determination referred to in the foregoing proviso shall be
the Certificate Principal Balance or Certificate Notional Amount, as applicable,
with respect thereto as of the date of such determination, and the principal
amount or notional amount, as applicable, of a Certificate denominated in a
Foreign


                                      -10-
<PAGE>

Currency that shall be deemed to be Outstanding for purposes of the
determination referred to in the foregoing provision shall be the amount
calculated pursuant to Section 5.11(c).

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

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

            "Paying Agent": As defined in Section 5.13.

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

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

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

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

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

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

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

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


                                      -11-
<PAGE>

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

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

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

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

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

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

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

            "Required Percentage - Amendment": Unless otherwise specified in the
related Series Supplement, if a Rating Agency Condition is specified in the
related Series Supplement and such Rating Agency Condition is met, or, if a
Rating Agency Condition is not so specified in the related Series Supplement, 66
2/3% of the aggregate Voting Rights of Certificates of such Series, and 100%
otherwise.

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

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


                                      -12-
<PAGE>

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

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


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

            "Required Premium": If applicable, unless otherwise specified in the
related Series Supplement, with respect to the Certificates of any Series or any
Class thereof, an amount equal to the product, as determined on any Distribution
Date with respect to such Series and Class, of (i) the Required Principal for
such Series and Class and (ii) the Call Premium Percentage for such Series and
Class.

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

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

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

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

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

            "Retained Interest": If applicable, with respect to any Underlying
Security, an ownership interest in and a right to a portion of the payments
thereon by the obligor thereof, as


                                      -13-
<PAGE>

specified in the related Series Supplement, held by the Person so specified in
such Series Supplement.

            "Sale Procedures": Unless otherwise specified in the Series
Supplement, shall mean that, with respect to any sale of one or more Underlying
Securities, the Market Agent, on behalf of the Trust, shall sell such Underlying
Security or Underlying Securities to the highest bidders among not less than two
solicited bidders for such Underlying Securities (one of which bidders may
include Lehman Brothers Inc. or any Affiliate thereof; provided, however, that


neither Lehman Brothers Inc. nor any of its Affiliates will be under any
obligation to bid, and which bidders need not be limited to recognized broker
dealers). In the sole judgment of the Market Agent, bids may be evaluated on the
basis of bids for a single Underlying Security, a portion of the Underlying
Securities or all of the Underlying Securities being sold or any other basis
selected in good faith by the Market Agent.

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

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

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

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

            "Special Purpose Corporation": Any corporation that pursuant to its
charter and by laws:

            (i) is required to limit its purpose to those actions that are
      incidental to structured financing, including, issuing, selling,
      delivering, purchasing and investing in (and entering into agreements in
      connection with) bonds, notes, debt or equity securities, obligations and
      other securities and instruments which will be secured or backed by among
      other things (a) one or more pools of receivables, (b) passed through
      certificates evidencing a fractional undivided ownership interest in one
      more grantors trusts that own or hold among other things, one or more
      pools of receivables or participations or certificates of participation or
      beneficial ownership in one or more pools of receivables or (c) other
      collateral, in each case the securities of a series which are distributed
      through one or more public offerings of such series;

            (ii) in connection with the issuance or sale of securities or
      otherwise, is authorized to purchase or otherwise acquire, own, hold,
      transfer, convey, pledge, assign, sell, service, finance, refinance or
      otherwise deal in or with the passed through certificates, participation
      certificates, receivables and related collateral and to enter into
      contractual arrangements with respect thereto;


                                      -14-
<PAGE>

            (iii) while the corporation is solvent, is not permitted to commence
      a voluntary case, or consent to an involuntary case for relief against the
      corporation under Title 11 of the United States Code, 11 U.S.C. 101 et
      seq., or file a petition or answer or consent to a petition seeking
      (liquidation, reorganization or other relief under any applicable law or
      any jurisdiction relating to bankruptcy, insolvency, reorganization or
      relief of debtors, or consent to the appointment of a receiver, a
      liquidators, an assignee, a trustee, a sequestrator for the corporation or
      a substantial part of its property, or make any assignment for the benefit
      of creditors, or, except as may be required by any fiduciary obligation of
      the board of directors or as may be required by any applicable law, admit
      in

      writing its inability to pay its debts generally as they become due or
      take any corporate action in furtherance of any such action without the
      unanimous consent of the board of directors, which shall include a certain
      set number of independent directors whose vote is required to take any
      such action;

            (iv) will not, without the prior written consent of any trustee or
      custodian, from time to time, under any indenture or under any
      participation, pooling or other similar agreement to which the corporation
      is a party, do any of the following: (a) engage in any business or
      activity other than the business activities which the corporation is
      permitted to engage in under its articles of incorporation, (b) dissolve
      or liquidate, in whole or in part in accordance with applicable state
      non-bankruptcy law or (c) consolidate or merge with or into any other
      entity or permit any entity to consolidate or merge with or into the
      corporation except those permitted under any indenture or pooling
      agreement to which the corporation is a party; and

            (v) shall at all times (a)(i) maintain the Corporation's principal
      executive offices separate and apart from that of a controlling entity and
      conspicuously identified as the corporation's office and (ii) pay fair
      market rent for its executive office space located in the offices of any
      controlling entity, (b) maintain the corporation's books, financial
      statements, accounting records and other corporate documents and records
      separate from those of any controlling entity or any other entity, (c) not
      commingle the corporation's assets with those of any controlling entity or
      any other entity, (d) maintain the corporation's bank accounts, payroll
      and books of account separate from those of any controlling entity or any
      entity, (e) act solely in its corporate name and through its own
      unauthorized officers and agents, (f) make investments directly or by
      brokers engaged and paid by the corporation or its agents (provided that
      if any such agent is an Affiliate of the corporation it shall be
      compensated at a fair market rate for its services), (g) separately manage
      the corporation's liabilities from those of any controlling entity, and
      pay its own liabilities, including all administrative expenses, from its
      own separate assets, and (h) pay from the corporation's assets all
      obligations and indebtedness of any kind incurred by the corporation.

            The corporation is also required by its charter to abide by all
corporate formalities, including the maintenance of current minute books, and
the corporation must cause its financial statements to be prepared in accordance
with generally accepted accounting principles in manner that indicates the
separate existence of the corporation and its assets and liabilities and the
corporation must not commingle its assets with those of any controlling entity
or other entity. The corporation is also required to (i) pay all its
liabilities, (ii) not assume the


                                      -15-
<PAGE>

liabilities of any controlling entity and (iii) not guarantee the liabilities of
any controlling entity. The corporation shall not acquire obligations or
securities of, or make loans or advances to, any controlling entity, except for
any obligations or loans fully supported as to principal and interest by an
unaffiliated third-party. The officers and directors of the corporation (as
appropriate) must make decisions with respect to the business and daily
operations of the corporation independent of and not to be dictated by any
controlling entity.

            "Specified Currency": As defined in the related Series Supplement.


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

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

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

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

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

            "Swap Agreement": If so specified in the Series Supplement, with
respect to any Series, shall mean the ISDA Master Agreement dated as of the
Closing Date by and between the Trust and the Swap Counterparty, and the form of
Schedule which is attached as an exhibit thereto, as the same may be amended or
supplemented by any attached Confirmations from time to time as provided herein
and therein.

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

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

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

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


                                      -16-
<PAGE>

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

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

            "Trust": With respect to any Series, the segregated asset or pool of
assets subject hereto, constituting the trust created hereby and by the related
Series Supplement and to be administered hereunder and thereunder, consisting of
(i) those Underlying Securities and the Credit Support, if applicable, and all
sums distributed in respect thereof that are specified as being part of the
Trust for such Series in the related Series Supplement and (ii) if specified in
the Series Supplement, the rights of the Trust under the Swap Agreements (which
rights will be subject to the Trust's obligations to the Swap Counterparties
under such Swap Agreements) and the Swap Guarantee(s), all for the benefit of
the Certificateholders of such Series as of any particular time.

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

            "Trustee": With respect to any Series, the Person so specified in
the applicable Series Supplement, until a successor Person shall have become the
Trustee pursuant to the applicable provisions of these Standard Terms and the
applicable Series Supplement, and thereafter "Trustee" shall mean such successor
Person.

            "Trust Indenture Act": The Trust Indenture Act of 1939, as amended,
as the same is in force and effect as of the date hereof.

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

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

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


                                      -17-
<PAGE>

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

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

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

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

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

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

            (iii) "or" is not exclusive;

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

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

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

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

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for this Trust Agreement (other than a
certificate provided pursuant to Section 3.10(d)) shall include:

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


                                      -18-
<PAGE>

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

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

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

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

                                   ARTICLE II

          DECLARATION OF TRUSTS; ISSUANCE OF CERTIFICATES; PURPOSE AND
                            CLASSIFICATION OF TRUSTS

            Section 2.01 Creation and Declaration of Trusts: Assignment of
Underlying Securities. (a) The Depositor, concurrently with the execution and
delivery hereof, does hereby agree to Grant to the Trustee, on behalf and for
the benefit of the Certificateholders of each given Series of Certificates and,
if applicable, the Swap Counterparty, and without recourse, all the right, title
and interest of the Depositor, including any security interest therein for the
benefit of the Depositor, in, to and under the Underlying Securities
attributable to each such Series (except for the Underlying Securities
attributable to such Series which are not Granted by the Depositor, as specified
in Schedule II to the applicable Series Supplement), now existing or hereafter
acquired, in each case as identified on the applicable Schedule I, and all other
assets included or to be included in the respective Trust for the benefit of the
Certificateholders of each such Series. Each such Grant will include all
interest, premium (if any) and principal received by or on behalf


                                      -19-
<PAGE>

of the Depositor of, on or with respect to any such Underlying Securities due
after the applicable Cut-off Date, and, unless otherwise specified in the Series
Supplement, will exclude (i) all interest, premium (if any) and principal of, on
or with respect to any such Underlying Securities

due on or before the applicable Cut-off Date and (ii) any Retained Interest in
any such Underlying Security.

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

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

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

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

            (ii) the Underlying Securities so delivered are genuine;

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

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

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

            (e) Unless otherwise specified in the related Series Supplement, it
is the intention of all of the parties hereto that the Trust shall be treated as
a grantor trust and shall not be treated as an association (or other entity)
taxable as a corporation for U.S. federal income tax purposes and it is the
intention of the parties hereto that the Certificateholders shall be treated for
U.S. federal, state and local income and franchise tax


                                      -20-
<PAGE>

purposes as specified in the related Series Supplement, and all parties hereto
shall so agree. The provisions of this Trust Agreement shall be interpreted
consistently herewith.

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

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

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

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

            (ii) with respect to each Series Supplement, to the Depositor's
      knowledge, the information set forth in Schedule I attached thereto with
      respect to each Underlying Security is true and correct in all material
      respects at the date or dates, respecting which, such information is
      furnished;

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

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


                                      -21-
<PAGE>

      Trustee, will constitute a valid, legal and binding obligation of the
      Depositor, enforceable against it in accordance with the terms hereof,
      except as such enforcement may be limited by bankruptcy, insolvency,
      reorganization, receivership, moratorium or other laws relating to or
      affecting the rights of creditors generally, and by general equity
      principles (regardless of whether such enforcement is considered a
      proceeding in equity or at law); and

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

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

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

            Section 2.05 Agreement to Authenticate and Deliver Certificates.
With respect to each Series of Certificates and the related Trust, the Trustee
hereby agrees and acknowledges that it will, concurrently with the Grant to and
receipt by it of the related Underlying Securities and delivery to it by the
Depositor of executed Certificates and Coupons, if any, of such Series, cause to
be authenticated and delivered to or upon the written order of the Depositor, in
exchange for the Underlying Securities and such other assets constituting the
Trust for a given Series, Certificates duly authenticated by or on behalf of the
Trustee in authorized denominations evidencing ownership of the entire Trust for
such Series, all in accordance with the terms and subject to the conditions of
Sections 5.02 and 5.14.

                                  ARTICLE III

                          ADMINISTRATION OF EACH TRUST

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


                                      -22-
<PAGE>

or cause to be done any and all things in connection with such administration
which it deems necessary to comply with the terms of these Standard Terms and
the applicable Series Supplement.

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

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

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

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

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

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

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

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

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

            Unless otherwise specified in the applicable Series Supplement, it
is understood and agreed that payments in the nature of prepayment or redemption
penalties, late payment charges, default interest or reinvestment income which
may be received by the Trustee shall be deposited by the Trustee in the
Certificate Account and shall not be retained by the Trustee for its own
account.


                                      -23-
<PAGE>

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

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

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

            Section 3.05 Investment of Funds in the Accounts. The Trustee on
behalf of the Trust, may direct any depository institution maintaining the
Certificate Account or the Reserve Account, if any, for the applicable Series
and any other segregated Eligible Account the contents of which are held for the
benefit of Certificateholders of such Series (each, an "Account") to invest the
funds therein at the specific written direction of the Depositor in one or more
Eligible Investments bearing interest or sold at a discount, which shall be held
to maturity unless payable on demand and which funds shall not be reinvested
upon the maturity or demand for payment of such Eligible Investment. If the
Depositor does not provide any investment directions, funds held in any Account
will be invested in the Eligible Investments specified in clause (ii) of the
definition thereof. Investments of such funds shall be invested in Eligible
Investments that will mature so that such funds will be available for
distribution on the next Distribution Date. Except as otherwise provided in the
applicable Series Supplement, any earnings with respect to such Permitted
Investments shall be paid to the Certificateholders (and, if applicable, the
Retained Interest holder) pro rata in proportion to their interest in the
invested funds. In the event amounts on deposit in an Account are at any time
invested in an Eligible Investment payable on demand, the Trustee shall:

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

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

            Section 3.06 Maintenance of Credit Support. (a) On the applicable
Closing Date, the Trustee at the written direction of the Depositor or, if so
specified in the applicable


                                      -24-
<PAGE>

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

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

            Section 3.07 Realization upon Defaulted Underlying Securities. (a)
The Trustee, on behalf of the Certificateholders, shall assert claims under each
applicable Credit Support Instrument, and shall take such reasonable steps as
are necessary to receive payment or to permit recovery thereunder with respect
to any defaulted Underlying Securities, subject in all cases to the provisions
of Article VII hereof.

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

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


                                      -25-
<PAGE>

            (d) With respect to any Underlying Securities, if specified in a
related Series Supplement, if any related document or instrument is found to be
missing or defective in any material respect, the Trustee shall immediately
notify the Depositor and the Underlying

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

            Section 3.08 Retained Interest. The Retained Interest, if any, in
any Underlying Security shall initially be held by the Person so specified in
the related Series Supplement as and to the extent specified therein. With
respect to each Underlying Security, unless otherwise specified in the related
Series Supplement, the Retained Interest shall be deducted by the Trustee from
applicable collections in respect of such Underlying Security. Unless otherwise
provided in the applicable Series Supplement, collections in respect of Retained
Interest shall not be deposited in the Certificate Account for the applicable
Series and shall not constitute a part of the Trust for such Series, but shall
instead be distributed to the holder of such Retained Interest; provided,
however, that the Series Supplement for any Series with respect to which there
is a Retained Interest may provide that, notwithstanding the terms contained
herein, commingled amounts received in respect of assets inclusive of Underlying
Securities and Retained Interest may initially be deposited in a separate and
discrete account established by the Trustee and such Series Supplement may
provide for additional terms relating thereto. Unless otherwise provided in the
applicable Series Supplement, after deduction of all applicable fees as provided
for in this Trust Agreement, on each Distribution Date the Trustee shall
allocate on a pari passu basis any partial recovery on an Underlying Security
between (a) the Retained Interest, if any, and (b) distributions to
Certificateholders of the applicable Series.

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

            Section 3.10 Reports by the Depositor. The Depositor shall:

            (a) file with the Trustee, within 30 days after the Depositor is
required to file the same with the Commission, copies of the annual reports and
of the information, documents


                                      -26-
<PAGE>

and other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe), if any,
which the Depositor is required to file with the Commission pursuant to Section
13 or Section 15(d) of the Exchange Act; or, if the Depositor is not required to
file information, documents or reports pursuant to either of such sections, then
to file with the Trustee and the Commission, in accordance with rules and
regulations prescribed by the Commission, such of the supplementary and periodic
information, documents and reports, if any, which may be required pursuant to
Section 13 of the Exchange Act in respect of a security listed and registered on
a national securities exchange as may be prescribed in such rules and
regulations; provided, however, that the Trustee shall file the reports
specified in Section 7.01(e) hereof;


            (b) file with the Trustee and the Commission, in accordance with the
rules and regulations prescribed by the Commission, such additional information,
documents and reports with respect to compliance by the Depositor with the
conditions and covenants provided for in this Trust Agreement, as may be
required by such rules and regulations;

            (c) transmit to all Certificateholders, in the manner and to the
extent provided in Section 313(c) of the Trust Indenture Act, such summaries of
any information, documents and reports required to be filed by the Company
pursuant to subsections (a) and (b) of this Section 3.10 as may be required by
rules and regulations prescribed by the Commission; and

            (d) furnish to the Trustee, not less often than annually, a
certificate from the principal executive, financial or accounting officer of the
Depositor as to his or her knowledge of the Depositor's compliance with all
conditions and covenants under this Trust Agreement. For purposes of this
paragraph (d) such compliance shall be determined without regard to any period
of grace or requirement of notice provided under this Trust Agreement.

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

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

            Section 3.12 Underlying Securities Reporting Failure. In the event
that an issuer of an Underlying Security the outstanding principal balance of
which exceeds ten percent of the aggregate principal balance of the Underlying
Securities (or the issuers of Underlying Securities the combined principal
balances of which exceed ten percent of the aggregate principal balance of the
Underlying Securities) underlying a Series of Certificates ceases to file
periodic reports required under the Exchange Act, the Depositor shall within a
reasonable period of time either (i) file periodic reports containing the
information that such issuer(s) would otherwise file or (ii) instruct the
Trustee to make a distribution in-kind within a reasonable period


                                      -27-
<PAGE>

of time such Underlying Security or Securities to Certificateholders of pro rata
in proportion to their outstanding Certificate Principal Balances, unless
otherwise specified in the applicable Series Supplement. If, as a result of the
minimum denominations of the Underlying Securities, the Trustee cannot make a
distribution in-kind to the Certificateholders, the Trustee will be permitted to
sell such minimum principal amount of the Underlying Securities as will be
necessary in order to allow a cash distribution to those Certificateholders who
cannot receive a distribution in kind, in accordance with the procedures set
forth in the Series Supplement that are applicable to a default on the
Underlying Securities. An issuer of an Underlying Security shall not be deemed
to have ceased filing required periodic reports for this purpose merely because
reporting by such issuer is delayed or temporarily suspended. Accordingly, the
requirements of (i) and (ii) above shall not apply unless an Underlying
Securities issuer (or combined issuers as aforesaid) either (x) states in
writing that it intends permanently to cease filing reports required under the
Exchange Act or (y) fails to file any required reports for one full calendar
year.

                                   ARTICLE IV

                 DISTRIBUTIONS AND REPORTS TO CERTIFICATEHOLDERS

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

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

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

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

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

            (ii) if the Certificateholder is not a Depository, at the Corporate
      Trust Office (except as otherwise specified in the related Series
      Supplement) or, at the option of the Trustee, by check mailed to the
      address of the Person entitled thereto as such address shall appear in the
      Certificate Register or, if provided in the related Series Supplement and
      in accordance with arrangements satisfactory to the Trustee, at the option
      of the


                                      -28-
<PAGE>

      Registered Holder by wire transfer to an account designated by the
      Registered Holder. Notwithstanding the foregoing paragraph, with respect
      to a Certificateholder of Certificates not held in a Depository and having
      at least the Minimum Wire Denomination, such payment shall be made by wire
      transfer of immediately available funds to the account designated by such
      Certificateholder in a written request received by the Trustee not later
      than 10 days prior to such Distribution Date; provided, however, that if a
      wire transfer cannot be made for any reason, payment shall be made by
      check. The Trustee shall not be required to send federal funds wires until
      any corresponding payments which were not same day funds when received by
      it have become same day funds.

            In case a Coupon Certificate of any Series (or Class within such
Series) is surrendered in exchange for a Registered Certificate of such Series
or Class after the close of business (at an office or agency in a Place of
Distribution for such Series or Class) on any Record Date and before the opening
of business (at such office or agency) on the next succeeding Distribution Date,
such Coupon Certificate shall be surrendered without the Coupon relating to such
Distribution Date and interest will not be payable on such Distribution Date in
respect of the Registered Certificate issued in exchange for such Coupon
Certificate, but will be distributable only to the Holder of such Coupon when
due in accordance with the provisions of this Trust Agreement.

            (b) Interest on any Coupon Certificate that is distributable and is
punctually distributed or duly provided for on any Distribution Date shall be
distributed to the Holder of the Coupon that has matured on such Distribution
Date upon surrender of such Coupon on such Distribution Date at the principal
London office of the Trustee or at such other Place of Distribution outside the
United States specified in the related Series Supplement.

            Interest on any Bearer Certificate (other than a Coupon Certificate)
that is distributable and is punctually distributed or duly provided for on any
Distribution Date shall be distributed to the Holder of the Bearer Certificate
upon presentation of such Bearer Certificate and notation thereon on such
Distribution Date at the principal London office of the Trustee or at such other
Place of Distribution outside the United States specified in the related Series
Supplement.

            Unless otherwise specified in the related Series Supplement, at the
direction of the holder of any Bearer Certificate or Coupon Certificate payable
in Dollars, and subject to applicable laws and regulations, distributions in
respect of such Bearer Certificate or Coupon will be made by check drawn on a
bank in The City of New York or, in accordance with arrangements satisfactory to
the Trustee, by wire transfer to a Dollar account maintained by such Holder with
a bank outside the United States. If such distribution at the offices of the
Trustee or all Paying Agents, if any, outside the United States becomes illegal
or is effectively precluded because of the imposition of exchange controls or
similar restrictions on the full distribution or receipt of such amounts in
Dollars, the Depositor will appoint an office or agent in the United States at
which such distribution may be made. Unless otherwise specified in the related
Series Supplement, at the direction of the Holder of any Bearer Certificate or
Coupon payable in a Foreign Currency, distributions on such Bearer Certificate
or Coupon will be made by a check drawn on a bank outside the United States or,
in accordance with arrangements satisfactory to the


                                      -29-
<PAGE>

Trustee, by wire transfer to an appropriate account maintained by such Holder
outside the United States. Except as provided in this paragraph, no distribution
on any Bearer Certificate or Coupon will be made by mail to an address in the
United States or by transfer to an account maintained by the Holder thereof in
the United States.

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

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

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

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

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

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

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

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

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


                                      -30-
<PAGE>

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

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

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

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

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

In the case of information furnished pursuant to subclauses (iii) and (v) above,
the amounts shall be expressed as a dollar amount (or the equivalent thereof in
any other Specified Currency) per minimum denomination of Certificates or for
such other specified portion thereof. Within a reasonable period of time after
the end of each calendar year, the Trustee shall furnish to each Person who at
any time during each such calendar year was a Certificateholder a statement
containing the information set forth in subclauses (iii) and (v) above,
aggregated for such calendar year or the applicable portion thereof during which
such person was a Certificateholder. Such obligation of the Trustee shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any requirements of the
Code as are from time to time in effect. The Trustee shall supply to
Certificateholders who so request all materials received by the Trustee from the
Underlying Securities Issuer.

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

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


                                      -31-
<PAGE>

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

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

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

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

            Section 4.06 Payments of Taxes and Other Governmental Charges. (a)
The Trustee shall request, and Certificateholders shall provide, all appropriate
tax certifications and forms necessary to enable the Trust or its agents, to
determine their duties and liabilities with respect to any taxes or other
charges that they may be required to pay, deduct or withhold in respect of the
Certificates under any present or future law or regulation of the United States
or any present or future law or regulation of any political subdivision thereof
or taxing authority therein or to comply with any reporting or other
requirements under any law or regulation, and to pay, deduct or withhold any
such taxes or charges and remit them to the relevant taxing authorities as
required under law. Such certification shall take the form of a correct,
complete and executed U.S. Internal Revenue Service Form W-8BEN, W-8ECI, W-8IMY,
or W-9 (or any successors thereto), including appropriate attachments, as
applicable, that identifies such Certificateholder.


                                      -32-
<PAGE>

            (b) If such forms are not provided or if any tax or other
governmental charge shall otherwise become payable by or on behalf of the
Trustee, including any tax or governmental charge required to be withheld from
any payment made by the Trustee under the provisions of any applicable law or
regulation with respect to any Underlying Securities or the Certificates, such
tax or governmental charge shall be payable by the Certificateholder and may be
withheld by the Trustee. The Depositor and the Trustee shall have the right to
refuse the surrender, registration of transfer or exchange of any Certificate
with respect to which such tax or other governmental charge shall be payable
until such payment shall have been made by the Certificateholder.

            Section 4.07 Annual Statements; Tax Returns. The [Trustee]
[Depositor] shall prepare (or cause to be prepared) all federal, state and local
tax and information returns and reports required to be filed by or in respect of
the Trust and the Trustee shall sign such returns, or any other information,
statements or schedules, and the Trustee shall file, on a timely basis, such
returns and any other information, statements or schedules, as may be required
under applicable tax laws. In this regard, the [Trustee] [Depositor] shall, to
the extent required to do so, prepare (or cause to be prepared) and the
[Trustee] [Depositor] shall furnish (or cause to be furnished) to each
Certificateholder and to the Internal Revenue Service and state and local taxing
authorities, as applicable, such information, forms and reports as may be
required by applicable law. Upon request, after the end of each calendar year,
the Trustee shall deliver to each Person who was a Certificateholder at any time
during such calendar year a report, containing any information required for such
Certificateholder to determine their U.S. federal income tax liability with
respect to such Certificate for such calendar year or, in the event that such
Person was a Certificateholder for only a portion of such calendar year, for the
applicable portion of such year.

            Section 4.08 Compliance with Treasury Regulations with respect to
Certificates and Underlying Securities Issued in Bearer Form.

            (a) Any Certificates issued in bearer form shall be issued in
compliance with U.S. Treasury regulations section 1.163-5(c)(2)(i)(D) and other
U.S. federal income tax laws and regulations regarding Certificates issued in
bearer form, Accordingly, the Trust shall have in place procedures reasonably
designed to ensure that any Certificates issued in bearer form will be sold only
to persons who are not United States persons, interest on such bearer form
Certificates will only be payable outside the United States and its possessions,
and the face of such bearer form Certificates will contain a statement that any
United States person who holds such bearer form Certificates will be subject to
limitations under the U.S. income tax laws, including the limitations provided
in sections 165(j) and 1287(a) of the Code.

            (b) The Underlying Securities may be treated for U.S. federal income
tax purposes as "registration-required obligations" that are in bearer and not
registered form (the "Bearer Bonds"). To avoid certain adverse U.S. federal
income tax consequences associated with registration-required obligations in
bearer form, the Trustee will distribute (including a transfer by book entry)
Bearer Bonds only upon delivery to the Trustee by the beneficial owner of
Certificates of certification (i) that such beneficial owner is not a "United
States person" (as defined in section 7701(a)(30) of the Internal Revenue Code
of 1986) and takes delivery of such Bearer Bonds outside the United States, or
otherwise (ii) is a financial institution (as defined in the Treasury
Regulations) purchasing the Bearer Bonds for its own account, for the account of
another financial institution, or for the account of an exempt organization, and
the financial institution receiving a distribution of such Bearer Bonds
represents that it will comply with the requirements of section 165(j) (3)(A),
(B) or (C) of the Internal Revenue Code of 1986. If the Trustee does not receive
such certification from a beneficial owner of Certificates within a reasonable
period of time, the Trustee will be permitted to sell, in accordance with the
Sale Procedures, the Bearer Bonds which would have been distributed upon
delivery of such certification and shall distribute the net proceeds received
from the sale of such Bearer Bonds to the Certificateholder entitled thereto. By
purchasing an interest in a Certificate, Certificateholders are deemed to have
agreed to these arrangements.

            Section 4.09 Tax Elections. (a) Unless the related Series Supplement
provides that the Trust shall not be treated as a grantor trust, the Trust
hereby makes a protective election under section 761 of the Internal Revenue
Code of 1986, as amended (the "Code") to be excluded from Subchapter K of the
Code, in the event that the Trust is not treated as a grantor trust. The Trust
shall not make an election under Treasury regulations section 301.7701-3(c) to
treat the Trust as an association taxable as a corporation.

            (b) Unless the related Series Supplement provides that the Trust
shall not be treated as a grantor trust, in the event that the Trust is not
treated as a grantor trust and the Trust's protective election to be excluded
from Subchapter K is not respected for federal income tax purposes:

                  (1) The Trust shall cause partnership tax returns to be timely
            filed for each taxable year and shall cause Schedules K-1 to be
            timely provided to the Certificateholders. Capital accounts shall be
            maintained for each Certificateholder in accordance with the
            Treasury Regulations under Section 704(b) of the Code reflecting
            each such Certificateholder's share of the income, gains,
            deductions, and losses of the Trust and contributions to and
            distributions from the Trust;

                  (2) In the event that a "tax matters partner" (within the
            meaning of Section 6231(a)(7) of the Code) is required to be
            appointed with respect to the Trust, the Certificateholder selected
            by a majority of the Certificateholders (by beneficial interest)
            shall be designated as the tax matters partner, and in the absence
            of such designation, such partner shall be designated under Section
            6231(a)(7) of the Code and the regulations thereunder;

                  (3) Unless prohibited by Section 706 of the Code, the taxable
            year of the Trust shall be the calendar year;

                  (4) The Trust shall cause to be filed with the initial and, to
            the extent necessary, any subsequent partnership tax return an
            election under Section 754 of the Code and the regulations
            thereunder to adjust the basis of any Trust property in the event of
            a distribution of Trust property or a transfer of Certificates;

                  (5) Unless otherwise required by the Code, if a Certificate is
            transferred then, for the calendar year of the transfer, any
            interest on Trust property and expected fees and expenses shall be
            allocated between the transferor and transferee based on the number
            of days in the calendar year preceding and including the date of
            transfer, on the one hand, and following the transfer, on the other.
            All other items of income and loss shall be allocated to the
            transferee. The Trust will report allocations of partnership items
            consistently with this provision, and Certificateholders, through
            their investment in the Trust, hereby consent to this allocation
            methodology.

            Section 4.10 Optional Exchange. (a) The terms and conditions, if
any, upon which Certificates of any Series (or Class within such Series) may be
exchanged for a pro rata portion of the Underlying Securities of the related
Trust will be specified in the related Series Supplement; provided, however,
that any right of exchange shall be exercisable only to the extent that the
Depositor provides upon the Trustee's request an opinion of Counsel that (i)
such exchange would not be inconsistent with the Depositor's and the Trustee's
continued satisfaction of the applicable requirements for exemption under Rule
3a-7 (or other applicable rule or exemption) under the Investment Company Act of
1940, as amended, and all applicable rules, regulations and interpretations
thereunder and (ii) such exchange would not affect the characterization of the
Trust as a "grantor trust" for federal income tax purposes. Such terms may
relate to, but are not limited to, the following:

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

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


                                      -33-
<PAGE>

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

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

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

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

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

            (c) Upon the completion of any such optional exchange, the Trustee
shall give prompt written notice thereof to each Rating Agency.


                                      -34-
<PAGE>

                                   ARTICLE V

                                THE CERTIFICATES

            Section 5.01 The Certificates. (a) The Certificates of any Series
(or Class within such Series) may be issued in (x) fully registered form as
Registered Certificates or (y) bearer form with or without Coupons as Bearer
Certificates, and shall be substantially in the form of the exhibits with
respect thereto attached to the applicable Series Supplement.

            The Certificates may be issued in one or more Series, each of which
Series may, subject to the provisions of the Code and the intended status of
each Series Trust to constitute a fixed investment trust for federal income tax
purposes, be issued in one or more Classes, with such further particular
designation added or incorporated in such title for the Certificates of any
particular Series or Class within such Series as the Depositor may determine.
Each Certificate and Coupon shall bear upon its face the designation so selected
for the Series and Class to which it belongs. All Certificates and all Coupons
of the same Series and Class shall be identical in all respects except for the
denominations thereof. All Certificates of all Classes within any one Series at
any time Outstanding shall be identical except for differences among the
Certificates of the different Classes within such Series specified in the
applicable Series Supplement. Except as otherwise provided in a Series
Supplement, all Certificates of a particular Series (and all Classes within such
Series) issued under this Trust Agreement shall be in all respects equally and
ratably entitled to the benefits hereof without preference, priority or
distinction on account of the actual time or times of authentication and
delivery, all in accordance with the terms and provisions of this Trust
Agreement.

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

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

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


                                      -35-
<PAGE>

            (c) No Certificate or Coupon appertaining thereto shall be entitled
to any benefit under this Trust Agreement or be valid or obligatory for any
purpose, unless there appears on such Certificate a certificate of
authentication substantially in one of the forms provided for herein or in the
form of Certificate attached to the related Series Supplement executed by the
Trustee by the manual signature of one of its authorized signatories, and such
certificate of authentication upon any Certificate shall be conclusive evidence,
and the only evidence, that such Certificate (and any Coupons appertaining
thereto) has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Trust Agreement. Except as permitted by Section 5.04, 5.05
or 5.06, the Trustee shall not authenticate and deliver any Bearer Certificate
unless all appurtenant Coupons then matured have been detached and cancelled.

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

            If temporary Certificates of any Series (or Class within such
Series) are issued, the Depositor will cause Definitive Certificates of such
Series or Class to be prepared without unreasonable delay. Except as otherwise
specified in the applicable Series Supplement with respect to a Series (or Class
within such Series) of Certificates issuable as Bearer Certificates or as one or
more Global Securities representing individual Bearer Certificates of such
Series or Class, (a) after the preparation of Definitive Certificates of such
Series or Class, the temporary Certificates of such Series or Class shall be
exchangeable for Definitive Certificates of such Series or Class upon surrender
of the temporary Certificates of such Series or Class at the office of the
Trustee in a Place of Distribution for such Series or Class, without charge to
the Holder, except as provided in Section 5.04 in connection with a transfer and
except that a Person receiving definitive Bearer Certificates shall bear the
cost of insurance, postage, transportation and the like unless otherwise
specified in the applicable Series Supplement, and (b) upon surrender for
cancellation of any one or more temporary Certificates of any Series or Class
within such Series (accompanied by any unmatured Coupons appertaining thereto),
the Depositor shall execute and the Trustees shall authenticate and deliver in
exchange therefore Definitive Certificates with a like Certificate Principal
Balance or Notional Amount, as applicable, of the same Series (or Class within
such Series) of authorized denominations and of like tenor; provided, however,
that no definitive Bearer Certificate shall be delivered in exchange for a
temporary Registered Certificate; and provided, further, that delivery of a
Global Security representing individual Bearer Certificates or a Bearer
Certificate shall occur only outside the United States. Until so exchanged,
temporary Certificates of any Series (or Class within such


                                      -36-
<PAGE>

Series) shall in all respects be entitled to the same benefits under this Trust
Agreement as Definitive Certificates of such Series or Class, except as
otherwise specified in the applicable Series Supplement with respect to the
payment of interest on Global Securities in temporary form.

            Unless otherwise specified in the related Series Supplement, the
Depositor will execute and deliver individual Bearer Certificates in exchange
for beneficial interests in the definitive Global Security and each Bearer
Certificate to the Trustee's principal office in London or to an authorized
agent at such other place outside the United States specified in the related
Series Supplement.

            Upon any exchange of a portion of a temporary Global Security for a
definitive Global Security or for the individual Definitive Certificates
represented thereby pursuant to this Section 5.03 or Section 5.04, the temporary
Global Security shall be endorsed by the Trustee to reflect the reduction of the
aggregate Certificate Principal Balance or Notional Amount, as applicable,
evidenced thereby, whereupon the aggregate Certificate Principal Balance or
Notional Amount, as applicable, of such temporary Global Security shall be
reduced for all purposes by the amount so exchanged and endorsed.

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

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

            (b) Upon surrender for registration of transfer any Registered
Certificate of any Series (or Class within such Series) at the office or agency
of the Trustee, if the requirements of Section 8-401(1) of the Uniform
Commercial Code are met to the Depositor's satisfaction, the Depositor shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Certificates of
any authorized denominations, of a like Series, Class and aggregate Certificate
Principal Balance or Notional Amount, as applicable. Except as otherwise
specified in the related Series Supplement, in no


                                      -37-
<PAGE>

event may Registered Certificates, including Registered Certificates received in
exchange for Bearer Certificates, be exchanged for Bearer Certificates.

            (c) Notwithstanding any other provisions of this Section, unless and
until it is exchanged in whole or in part for the individual Certificates
represented thereby, a Global Security representing all or a portion of the
Certificates of a Series (or Class within such Series) may not be transferred
except as a whole by the Depository for such Series or Class to a nominee of
such Depository or by a nominee of such Depository to such Depository or another
nominee of such Depository or by such Depository or any such nominee to a
successor Depository for such Series or Class or a nominee of such successor
Depository.

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

            (e) At the option of the Holder, except as otherwise specified in
the related Series Supplement with respect to a Global Security representing
Bearer Certificates, Bearer Certificates of any Series (or Class within such
Series) may be exchanged for Registered Certificates (if the Certificates of
such Series or Class are issuable as Registered Certificates) or Bearer
Certificates of the same Series or Class, of any authorized denomination or
denominations, of like tenor and aggregate Certificate Principal Balance or
Notional Amount, as applicable, upon surrender of the Bearer Certificates to be
exchanged at the office or agency of the Trustee maintained for such purpose,
with all unmatured Coupons and all matured Coupons in default thereto
appertaining; provided, however, that delivery of a Bearer Certificate shall
occur only outside the United States. If the Holder of a Bearer Certificate is
unable to produce any such unmatured Coupon or Coupons or matured Coupon or
Coupons in default, such exchange may be effected if the Bearer Certificates are
accompanied by payment in funds acceptable to the Depositor and the Trustee in
an amount equal to the face amount of such missing Coupon or Coupons, or the
surrender of such missing Coupon or Coupons may be waived by the Depositor and
the Trustee if there be furnished to each of them such security or indemnity as
they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Bearer Certificate shall surrender for payment any
such missing Coupon in respect of which such a payment shall have been made,
such Holder shall be entitled to receive the amount of such payment; provided,
however, that, except as otherwise provided in Section 5.06, interest
represented by Coupons shall be payable only upon presentation and surrender of
those Coupons at an office or agency located outside the United States.

            Whenever any Certificates are so surrendered for exchange, the
Depositor shall execute and the Trustee shall authenticate and deliver the
Certificates that the Holder making the exchange is entitled to receive.

            Notwithstanding the foregoing, the exchange of Bearer Certificates
for Registered Certificates will be subject to the provisions of United States
income tax laws and regulations applicable to Certificates in effect at the time
of such exchange.


                                      -38-
<PAGE>

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

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

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

            (i) to each Person specified by such Depository a new individual
      Certificate or Certificates of the same Series or Class, of any authorized
      denomination as requested by such Person in an aggregate Certificate
      Principal Balance or Notional Amount, as applicable, equal to and in
      exchange for such Person's beneficial interest in the Global Security; and

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

            In any exchange provided for in any of the preceding three
paragraphs, the Depositor shall execute, and the Trustee, upon receipt of a
Depositor Order, will authenticate and


                                      -39-
<PAGE>

deliver individual Certificates (a) in registered form in authorized
denominations, if the Certificates of such Series or Class are issuable as
Registered Certificates, (b) in bearer form in authorized denominations, with or
without Coupons attached, if the Certificates of such Series or Class are
issuable as Bearer Certificates or (c) as either Registered or Bearer
Certificates, if the Certificates of such Series or Class are issuable in either
form; provided, however, that individual Bearer Certificates shall be delivered
in exchange for a Global Security only in accordance with the procedures
specified in the related Series Supplement.

            Upon the exchange of a Global Security for individual Certificates,
such Global Security shall be cancelled by the Trustee. Individual Registered
Certificates issued in exchange for a Global Security pursuant to this Section
5.04 shall be registered in such names and in such authorized denominations as
the Depository for such Global Security, pursuant to instructions from its
Participants, any indirect participants or otherwise, shall instruct the
Trustee. The Trustee shall deliver such Registered Certificates to the Person in
whose names such Registered Certificates are so registered. The Trustee shall
deliver individual Bearer Certificates issued in exchange for a Global Security
pursuant to this Section 5.04 to the Persons and in such authorized
denominations as the Depository for such Global Security, pursuant to
instructions from its Participants, any indirect participants or otherwise,
shall instruct the Trustee; provided, however, that individual Bearer
Certificates shall be delivered in exchange for a Global Security only in
accordance with the procedures as may be specified in the related Series
Supplement.

            Notwithstanding the foregoing, the exchange of Bearer Certificates
for Registered Certificates will be subject to the provisions of United States
income tax laws and regulations applicable to Certificates in effect at the time
of such exchange.

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

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

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


                                      -40-
<PAGE>

            Section 5.05 Mutilated, Destroyed, Lost and Stolen Certificates. If
(i) any mutilated Certificate or any mutilated Coupon with the Coupon
Certificate to which it appertains (and all unmatured Coupons attached thereto)
is surrendered to the Trustee at its Corporate Trust Office (in the case of
Registered Certificates) or at its principal London office (in the case of
Bearer Certificates) or (ii) the Depositor and the Trustee receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate or any
Coupon, and there is delivered to the Depositor and the Trustee such security or
indemnity as they may require to hold each of them and any Paying Agent
harmless, and neither the Depositor nor the Trustee receives notice that such
Certificate or Coupon has been acquired by a bona fide purchaser, then the
Depositor shall execute and the Trustee, upon receipt of a Depositor Order,
shall authenticate and deliver, in exchange for any such mutilated Certificate,
or in lieu of any such destroyed, lost or stolen Certificate or in exchange for
the Coupon Certificate to which such mutilated, destroyed lost or stolen Coupon
appertained, a new Certificate of the same Series or Class of like tenor, form,
terms and principal amount, bearing a number not contemporaneously Outstanding,
and, in the case of a Coupon Certificate, with such Coupons attached thereto so
that neither gain nor loss in interest shall result from such exchange or
substitution.

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

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

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

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

            (b) The Depositor, the Trustee and any agent of the Depositor or the
Trustee may treat the Holder of any Bearer Certificate or of any Coupon as the
absolute owner of such Bearer Certificate or Coupon for the purposes of
receiving distributions thereof or on account thereof and for all other purposes
whatsoever, whether or not such Bearer Certificate or Coupon be overdue, and
neither the Depositor, the Trustee, nor any agent of the Depositor or the
Trustee shall be affected by notice to the contrary. All distributions made to
any Holder, or upon his


                                      -41-
<PAGE>

order, shall be valid, and, to the extent of the sum or sums paid, effectual to
satisfy and discharge the liability for moneys distributable upon such
Certificate or Coupon.

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

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

            Section 5.08 Global Securities. (a) If the Series Supplement
pursuant to Section 5.01 provides that a Series (or Class within such Series) of
Certificates shall be represented by one or more Global Securities, then the
Depositor shall execute and the Trustee shall authenticate and deliver one or
more Global Securities, that (i) shall represent an aggregate initial
Certificate Principal Balance or Notional Amount, as applicable, equal to the
aggregate initial Certificate Principal Balance or Notional Amount, as
applicable, of the Certificates of such Series or Class to be represented by
such one or more Global Securities, (ii) shall be registered, if in registered
form, in the name of the Depository for such Global Security or Securities or
the nominee of such Depository, (iii) shall be delivered by the Trustee to such
Depository or pursuant to such Depository's instruction and (iv) shall bear a
legend substantially to the following effect: "Unless and until it is exchanged
in whole or in part for the individual Certificates represented hereby, this
Global Security may not be transferred except as a whole by the Depository to a
nominee of the Depository or by a nominee of the Depository or by the Depository
or any such nominee to a successor Depository or a nominee of such successor
Depository."

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

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

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


                                      -42-
<PAGE>

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

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

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

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

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

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

            Upon surrender to the Trustee of the Global Securities of such
Series or Class by the Depository, accompanied by registration instructions, the
Depositor shall execute and the


                                      -43-
<PAGE>

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

            Section 5.11 Currency of Distributions in Respect of Certificates.
(a) Except as otherwise specified in the related Series Supplement for Bearer
Certificates of any Series (or Class within such Series), distributions of the
principal of (and premium, if any) and interest on Bearer Certificates of such
Series or Class denominated in any Currency will be made in such Currency.

            (b) Except as otherwise specified in the related Series Supplement
for Registered Certificates of any Series (or Class within such Series),
distributions of the principal of (and premium, if any) and interest on
Registered Certificates of such Series or Class will be made in Dollars.

            (c) For purposes of any provision of the Trust Agreement where the
Holders of Outstanding Certificates may perform an act that requires that a
specified percentage of the aggregate Voting Rights of the Certificates of all
Series perform such act and for purposes of any decision or determination by the
Trustee of amounts due and not distributed for the principal of (and premium, if
any) and interest on the Certificates of all Series in respect of which moneys
are to be disbursed ratably, the principal of (and premium, if any) or notional
amount of, as applicable, and interest on the Outstanding Certificates
denominated in a Foreign Currency will be the amount in Dollars based upon
exchange rates, determined as specified in the related Series Supplement for
Certificates of such Series, as of the date for determining whether the Holders
entitled to perform such act have performed it or as of the date of such
decision or determination by the Trustee, as the case may be.

            (d) With respect to Certificates of any Series, any decision or
determination to be made regarding exchange rates shall be made by an Exchange
Rate Agent appointed by the Depositor; provided, however, that such Exchange
Rate Agent shall accept such appointment in writing and the terms of such
appointment shall be acceptable to the Trustee and shall, in the opinion of the
Depositor at the time of such appointment, require such Exchange Rate Agent to
make such determination by a method provided in the applicable Series Supplement
for the making of such decision or determination. All decisions and
determinations of such Exchange Rate Agent regarding exchange rates shall be in
its sole discretion and shall, in the absence of manifest error, be conclusive
for all purposes and irrevocably binding upon the Depositor, the Trustee and all
Holders of the Certificates of such Series.

            (e) If distributions in respect of a Certificate are required to be
made in a Specified Currency other than Dollars and such currency is unavailable
due to the imposition of exchange controls or other circumstances beyond the
control of the Trustee and the Depositor or is no longer used by the government
of the country issuing such Specified Currency or is no longer commonly used for
the settlement of transactions by public institutions of or within the
international banking community, then all distributions in respect of such
Certificate shall be


                                      -44-
<PAGE>

made in Dollars until such Specified Currency is again so used in the manner
specified in the related Series Supplement.

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

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

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

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

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

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

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

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

            Section 5.13 Appointment of Paying Agent. The Trustee may appoint
one or more paying agents (each, a "Paying Agent") with respect to the
Certificates of any Series. Any


                                      -45-
<PAGE>

such Paying Agent shall be authorized to make distributions to
Certificateholders of such Series from the Certificate Account for such Series
pursuant to the provisions of the applicable Series Supplement and shall report
the amounts of such distributions to the Trustee. Any Paying Agent shall have
the revocable power to withdraw funds from such Certificate Account for the
purpose of making the distributions referred to above. The Trustee may revoke
such power and remove the Paying Agent if the Trustee determines in its sole
discretion that the Paying Agent shall have failed to perform its obligations
under this Trust Agreement in any material respect. The Paying Agent shall
initially be the Trustee and any co-paying agent chosen by the Trustee and
acceptable to the Depositor, including, if and so long as any Series or Class
within such Series is listed on the Luxembourg Stock Exchange and such exchange
so requires, a co-paying agent in Luxembourg or another European city. Any
Paying Agent shall be permitted to resign as Paying Agent upon 30 days' notice
to the Trustee. In the event that the Trustee shall no longer be the Paying
Agent, the Trustee shall appoint a successor or additional Paying Agent. The
Trustee shall cause each successor to act as Paying Agent to execute and deliver
to Trustee an instrument in which such successor or additional Paying Agent
shall agree with the Trustee that it will hold all sums, if any, held by it for
distribution to the Certificateholders in trust for the benefit of the
Certificateholders entitled thereto until such sums shall be distributed to such
Certificateholders and will agree to such other matters as are required by
Section 317(b) of the Trust Indenture Act. The Paying Agent shall return all
unclaimed funds to the Trustee and upon removal shall also return all funds in
its possession to the Trustee. The provisions of Sections 7.01, 7.03, 7.04 and
7.06 shall apply to the Trustee also in its role as Paying Agent, for so long as
the Trustee shall act as Paying Agent. Any reference in this Trust Agreement to
the Paying Agent shall include any co-paying agent unless the context requires
otherwise. Notwithstanding anything contained herein to the contrary, the
appointment of a Paying Agent pursuant to this Section 5.13 shall not release
the Trustee from the duties, obligations, responsibilities or liabilities
arising under this Trust Agreement other than with respect to funds paid to such
Paying Agent.

            Section 5.14 Authenticating Agent. (a) The Trustee may appoint one
or more authenticating agents (each, an "Authenticating Agent") with respect to
the Certificates of any Series which shall be authorized to act on behalf of the
Trustee in authenticating such Certificates in connection with the issuance,
delivery and registration of transfer or exchange of such Certificates. Whenever
reference is made in this Trust Agreement to the authentication of Certificates
by the Trustee or the Trustee's certificate of authentication, such reference
shall be deemed to include authentication on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent must be
acceptable to the Depositor. Notwithstanding anything contained herein to the
contrary, the appointment of an Authenticating Agent pursuant to this Section
5.14 shall not release the Trustee from the duties, obligations,
responsibilities or liabilities arising under this Trust Agreement.

            (b) Any institution succeeding to the corporate agency business of
any Authenticating Agent shall continue to be an Authenticating Agent without
the execution or filing of any power or any further act on the part of the
Trustee or such Authenticating Agent. An Authenticating Agent may at any time
resign by giving notice of resignation to the Trustee and to the Depositor. The
Trustee may at any time terminate the agency of an Authenticating Agent by
giving notice of termination to such Authenticating Agent and to the Depositor.
Upon receiving such a notice of resignation or upon such a termination, or in
case at any time an


                                      -46-
<PAGE>

Authenticating Agent shall cease to be acceptable to the Trustee or the
Depositor, the Trustee promptly may appoint a successor Authenticating Agent.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless acceptable to the
Depositor. The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section. The provisions
of Section 7.01, 7.03 and 7.04 shall be applicable to any Authenticating Agent.

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

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


                                       as Authenticating Agent
                                          for the Trustee,


                                       By_______________________________________

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

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


                                      -47-
<PAGE>

            (b) Unless otherwise specified in the applicable Series Supplement,
the voting rights allocable to the owners of the Underlying Securities pursuant
to the terms thereof shall be allocated among the Certificateholders pro rata,
in the proportion that the denomination of each Certificate bears to the
aggregate denomination of all Certificates. However, unless otherwise specified
in the related Series Supplement if under the terms of the Underlying
Securities, voting rights may not be allocated on a pro rata basis pursuant to
subsection 5.15(b), the Trustee shall vote in accordance with the instructions
of a majority of the Certificateholders (based upon percentage interests) only
if the Trustee has received an Opinion of Counsel to the effect that such vote
will not affect the status of the Trust as a grantor trust for U.S. federal,
state and local income and franchise tax purposes or any other tax consequences
to the Trust or Certificateholders as specified in the related Series
Supplement, and, in the absence of such an Opinion of Counsel, the Trustee shall
not vote with respect to the Underlying Securities.

            (c) By accepting delivery of a Certificate, whether upon original
issuance or subsequent transfer, exchange or replacement thereof, and without
regard to whether ownership is beneficial or otherwise, the Certificateholder
agrees so long as it is an owner of such Certificate that it shall not grant any
consent (i) to any conversion of the timing of payment of, or the method or rate
of accruing of, interest on the Underlying Securities underlying the
Certificates held by such Certificateholder or (ii) to any redemption or
prepayment of the Underlying Securities underlying the Certificates held by such
Certificateholder. The Trustee shall not grant any consent solicited from the
owners of the Underlying Securities underlying the Certificates with respect to
the matters set forth in this Section nor shall it accept or take any action in
respect of any consent, proxy or instructions received from any
Certificateholder in contravention of the provisions of this Section.

            Section 5.16 Actions by Certificateholders. (a) Wherever in this
Trust Agreement a provision is made that an action may be taken or a notice,
demand or instruction given by Certificateholders or Beneficial Owners, such
action, notice or instruction may be taken or given by any Certificateholder or
Beneficial Owner.

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

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

            (d) Certificateholders of Certificates are beneficial owners of the
right to receive principal payments and interest payments to which such
Certificates relate and, as such, will have the right following an event of
default with respect to any Underlying Security to proceed directly against the
Issuer(s). Such Certificateholders are not required to join other
Certificateholders of Certificates, the Depositor or the Trustee in order to
proceed against the Issuer(s).


                                      -48-
<PAGE>

            Section 5.17 Events of Default. If any Event of Default shall occur
and be continuing with respect to any Class of Certificates, then, and in each
and every case, the Trustee shall exercise any rights in respect of the related
Underlying Securities as provided in the applicable Series Supplement.

            Section 5.18 Judicial Proceedings Instituted by Trustee; Trustee May
Bring Suit. If there shall be a failure to make payment of the principal of or
premium, if any, or interest on any Underlying Security, then the Trustee, in
its own name, and as trustee of an express trust, as holder of such Underlying
Security, shall be, to the extent permitted by and in accordance with the terms
of the Underlying Security, subject to the limitations on acceleration and the
exercise of remedies set forth therein, entitled and empowered to institute any
suits, actions or proceedings at law, in equity or otherwise, including the
power to make a demand on the trustee in respect of such Underlying Security, if
provided for, to take action to enforce the Underlying Security for the
collection of the sums so due and unpaid on such Underlying Security and may
prosecute any such claim or proceeding to judgment or final decree with respect
to the whole amount of any such sums so due and unpaid.

            Section 5.19 Control by Certificateholders. The Holders of
Certificates of any Class holding Certificates representing not less than the
Required Percentage - Direction of Trustee of the aggregate Voting Rights of the
Outstanding Certificates of such Class shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee under this
Trust Agreement, including any right of the Trustee as holder of the Underlying
Securities provided that the Trust has received an Opinion of Counsel to the
effect that a vote of such Required Percentage will not affect the status of the
Trust as a grantor trust for U.S. federal, state and local income and franchise
tax purposes or any other tax consequences to the Trust or Certificateholders as
specified in the related Series Supplement, and provided, however, that:

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

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

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

            Section 5.20 Waiver of Past Defaults. The Holders of the Required
Percentage - Waiver of Certificates of any Series may direct the Trustee to vote
such percentage of the Underlying Securities held by the Trustee as corresponds
to the percentage of the aggregate principal amount of the Certificates of such
Series held by such Holders to waive any past Event of Default thereunder with
respect to such Series of Certificates; provided, that the Trust has received an
Opinion of Counsel to the effect that a vote of such Required Percentage will
not affect the status of the Trust as a grantor trust for U.S. federal, state
and local income and franchise tax purposes or any other tax consequences to the
Trust or Certificateholders as specified in the related Series Supplement, and
its consequences or may instruct the Trustee, on behalf of all
Certificateholders of such Series, to waive any past default under this Trust
Agreement and its consequences, except a default:


                                      -49-
<PAGE>

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

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

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

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

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

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

                                   ARTICLE VI

                                  THE DEPOSITOR

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

            Section 6.02 Limitation on Liability of the Depositor. (a) The
Depositor shall not be under any obligation to expend or risk its own funds or
otherwise incur financial liability in the performance of its duties hereunder
or under a Series Supplement or in the exercise of any


                                      -50-
<PAGE>

of its rights or power if reasonable grounds exist for believing that the
repayment or such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

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

            Unless otherwise provided in a related Series Supplement, the Trust
will indemnify and hold harmless the Depositor and any director, officer,
employee or agent of the Depositor against any loss, liability or expense
incurred in connection with any legal action relating to the Trust Agreement or
the Certificates, other than any loss, liability or expense incurred by reason
of willful misfeasance, bad faith or gross negligence in the performance of
duties by the Depositor and any of its directors, officers, employees or agents
hereunder or by reason of reckless disregard of their obligations and duties
hereunder.

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

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

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


                                      -51-
<PAGE>

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

            Section 6.04 Merger or Consolidation of the Depositor. Nothing in
this Trust Agreement shall prevent any consolidation or merger of the Depositor
with or into any other corporation, or any consolidation or merger of any other
corporation with or into the Depositor or any sale or transfer of all or
substantially all of the property and assets of the Depositor to any other
Person lawfully entitled to acquire the same; provided, however, that, so long
as Certificates are outstanding hereunder, the Depositor covenants and agrees
that any such consolidation, merger, sale or transfers shall be upon the
condition that the due and punctual performance and observance of all the terms,
covenants and conditions of this Trust Agreement to be kept or performed by the
Depositor shall be assumed by the Person (if other than the Depositor) formed by
or resulting from any such consolidation or merger, or which shall have received
the transfer of all or substantially all of the property and assets of the
Depositor, just as fully and effectually as if successor Person had been the
original party of the first part hereto; and in the event of any such sale or
transfer the predecessor Depositor may be dissolved, wound up and liquidated at
any time thereafter.

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

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

                                  ARTICLE VII

                             CONCERNING THE TRUSTEE

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


                                      -52-
<PAGE>

enumerated in this Trust Agreement shall not be construed as a duty and shall be
interpreted consistently with the status of the Trust as a fixed investment
trust.

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

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

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

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

                  (iii) the Trustee shall not be personally liable with respect
            to any action taken, suffered or omitted to be taken by it in good
            faith in accordance with the direction of Holders of the Required
            Percentage - Direction of Trustee of the aggregate Voting Rights of
            a given Series (or Class or group of Classes within such Series)
            pursuant to Section 5.19, or as otherwise specified in the
            applicable Series Supplement relating to the time, method and place
            of conducting any proceeding for any remedy available to the
            Trustee, or exercising any trust or power conferred upon the
            Trustee, under this Trust Agreement;

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

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


                                      -53-
<PAGE>

                  (vi) except as expressly provided in this Trust Agreement, the
            Trustee shall have no power to vary the corpus of the Trust
            including by (A) accepting any substitute obligation or asset for a
            Underlying Security initially assigned to the Trustee under Section
            2.01, (B) adding any other investment, obligation or security to the
            Trust or (C) withdrawing from the Trust any Underlying Securities;

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

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

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

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

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

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


                                      -54-
<PAGE>

            (d) As promptly as practicable after, and in any event within 10
days after, the occurrence of any default (as such term is defined below)
hereunder with respect to any Class of Certificates, the Trustee shall transmit
by mail to the Depositor and the Holders of Certificates of such Class in
accordance with Section 313(c) of the Trust Indenture Act, notice of such
default hereunder known to the Trustee, unless such default shall have been
cured or waived; provided, however, that, except in the case of a default in the
payment of the principal of or premium, if any, or interest on any Underlying
Security, the Trustee shall be protected in withholding such notice if and so
long as a trust committee of Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interests of the Holders
of the Certificates of such Class. For the purpose of this Section, the term
"default" means, with respect to any Class of Certificates, any event that is,
or after notice or lapse of time or both would become, an Event of Default with
respect to such Class of Certificates.

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

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

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

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

            (f) The Trustee shall file periodic reports pursuant to the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder, in accordance with the customary practices of the
Depositor. The Depositor will respond reasonably promptly to any inquiry of the
Trustee as to such customary practices of the Depositor.

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


                                      -55-
<PAGE>

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

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

            (c) Unless otherwise provided in the applicable Series Supplements,
in the event a Sub-Administrative Agent is administering one or more Underlying
Securities pursuant to a Sub-Administration Agreement, the Sub-Administrative
Agent shall be required immediately to direct the Trustee to deposit into an
Eligible Account established by such Sub-Administrative Agent (a
"Sub-Administration Account") any amounts collected with respect thereto, and
all such amounts shall be deposited into the related Certificate Account not
later than the Business Day after receipt thereof.

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

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

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

                  (iii) the Trustee shall be under no obligation to exercise any
            of the trusts or powers vested in it by this Trust Agreement or to
            institute, conduct or defend any litigation hereunder or in relation
            hereto, at the request, order or direction of any of the
            Certificateholders, pursuant to the provisions of this Trust
            Agreement, unless such


                                      -56-
<PAGE>

            Certificateholders shall have offered to the Trustee reasonable
            security or indemnity against the costs, expenses and liabilities
            which may be incurred therein or thereby;

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

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

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

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

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

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

            Section 7.05 Trustee May Own Certificates. The Trustee in its
individual capacity or any other capacity may become the owner or pledgee of
Certificates with the same


                                      -57-
<PAGE>

rights it would have if it were not Trustee; provided, however, that, in
determining whether the required percentage of aggregate Voting Rights shall
have consented to any action hereunder requiring the consent of the
Certificateholders, the Trustee's interest shall be excluded.

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


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

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

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

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

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


                                      -58-
<PAGE>

Certificates then outstanding, or (y) paid by the Trustee (which payment shall
be made out of its own funds and not from monies on deposit in the Trust) in
which case the Trustee shall be entitled to receive, upon demand, reimbursement
from those Certificateholders who have agreed to bear the entire amount of such
costs, expenses or liabilities, on a pro rata basis among such
Certificateholders.

            Section 7.07 Eligibility Requirements for Trustee. (a) The Trustee
hereunder shall at all times be a corporation or an association which is not an
Affiliate of the Depositor, the Underlying Securities Issuer or the Credit
Support Provider (but may have normal banking relationships with such parties
and their Affiliates) organized and doing business under the laws of any State
or the United States, authorized under such laws to exercise corporate trust
powers which shall be eligible to act as a trustee under Section 310(a) of the
Trust Indenture Act, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by Federal or State
authority. If such corporation or association (or its parent) publishes reports
of conditions at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section the combined capital and surplus of such corporation or association
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of conditions so published. Such corporation or association (or
its parent) must be rated in one of the four highest rating categories by the
Rating Agency. In the event that at any time such Trustee shall cease to be
eligible in accordance with the provisions of this Section, such Trustee shall
resign immediately in the manner and with the effect specified in Section 7.08.

            (b) In determining whether the Trustee has a conflicting interest
with respect to any Class of Certificates under Section 310(b) of the Trust
Indenture Act and this Section, each other Class of Certificate will be treated
as having been issued under an indenture other than this Trust Agreement.

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

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

            (c) Upon the designation of a successor Trustee, following either
resignation or removal of the Trustee, the Trustee shall deliver to the
successor Trustee all records relating to


                                      -59-
<PAGE>

the Certificates in the form and manner then maintained by the Trustee, which
shall include a hard copy thereof upon written request of the successor Trustee.

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

            (e) In case at any time the Trustee acting hereunder notifies the
Depositor that it elects to resign or the Depositor or Holders of the Required
Percentage - Removal of Trustee of Certificates notifies or notify the Trustee
that it or they elects or elect to remove the Trustee as Trustee, the Depositor
shall (with the consent of the Swap Counterparty, which consent shall not be
unreasonably withheld), within ninety (90) days after the delivery of the notice
of resignation or removal, appoint a successor Trustee, which shall satisfy the
requirements for a trustee under Section 7.07. If no successor Trustee has been
appointed within 90 days after the Trustee has given written notice of its
election to resign or the Depositor or Holders of the Required Percentage -
Removal of Trustee of Certificates have given written notice to the Trustee of
its or their election to remove the Trustee, as the case may be, the Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee. Every successor Trustee shall execute and deliver to its predecessor
and to the Depositor an instrument in writing accepting its appointment
hereunder, and thereupon such successor Trustee, without any further act or
deed, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor and for all purposes shall be the Trustee under
this Trust Agreement, and such predecessor, upon payment of all sums due it and
on the written request of the Depositor, shall execute and deliver an instrument
transferring to such successor all rights, obligations and powers of such
predecessor hereunder, and shall duly assign, transfer and deliver all right,
title and interest in the Underlying Securities and parts thereof to such
successor Trustee. Any successor Trustee shall promptly give notice of its
appointment to the Certificateholders of Certificates for which it is successor
Trustee in the manner provided in Section 10.04 hereof.

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

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


                                      -60-
<PAGE>

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

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

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

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

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

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

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

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


                                      -61-
<PAGE>

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

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

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

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

            (c) In case any claim shall be made or action brought against the
Trustee for any reason for which indemnity may be sought against the Depositor
as provided above, the Trustee shall promptly notify the Depositor in writing
setting forth the particulars of such claim or action and the Depositor may
assume the defense thereof. In the event that the Depositor assumes the defense,
the Trustee shall have the right to retain separate counsel in any such action
but shall bear the fees and expenses of such counsel unless (i) the Depositor
shall have specifically authorized the retaining of such counsel or (ii) the
parties to such suit include the Trustee and the Depositor, and the Trustee has
been advised in writing by such counsel that one


                                      -62-
<PAGE>

or more legal defenses may be available to it which may not be available to the
Depositor, in which case the Depositor shall not be entitled to assume the
defense of such suit notwithstanding its obligation to bear the reasonable fees
and expenses of such counsel.

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

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

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

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

            Section 7.13 Indemnification of Depositor by Trustee. The Trustee,
in its individual capacity and not from the assets of the Trust, shall indemnify
the Depositor and any successor trustee against any losses, claims, damages,
expenses (including without limitation the Depositor's costs and expenses in
defending itself against any losses, claims or investigations of any nature
whatsoever) or other liabilities, joint or several, which may arise out of acts
performed or omitted by the Trustee or its agents due to its or their
negligence, bad faith or willful misconduct.

            Section 7.14 No Liability of the Trustee with Respect to the
Underlying Securities; Certificateholders to Proceed Directly Against the
Issuer(s). (a) The sole obligor with respect to any Underlying Security is the
Issuer thereof. The Trustee shall not have any obligation on or with respect to
the Underlying Securities; and its obligations with respect to Certificates
shall be solely as set forth in this Trust Agreement.

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

            Section 7.15 The Depositor to Furnish Trustee with Names and
Addresses of Certificateholders. The Depositor will furnish to the Trustee
within 15 days after each Record Date with respect to any Distribution Date, and
at such other times as the Trustee may request in writing, within 30 days after
receipt by the Depositor of any such request, a list, in such form as the
Trustee may reasonably require, of all information in the possession or control
of the Depositor as to the names and addresses of the Certificateholders, in
each case as of a date not


                                      -63-
<PAGE>

more than 15 days prior to the time such list is furnished; provided, however,
that so long as the Trustee is the sole Certificate Registrar, no such list need
be furnished.

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

            Section 7.17 Reports by Trustee. If required, within 60 days after
May 15 of each year, commencing with the year 1998, the Trustee shall transmit
to the Certificateholders, as provided in Section 313(c) of the Trust Indenture
Act, a brief report dated as of such May 15, if required by Section 313(a) of
the Trust Indenture Act.

            Section 7.18 Trustee's Application for Instructions from the
Depositor. Any application by the Trustee for written instructions from the
Depositor may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Trust Agreement and
the date on and/or after which such action shall be taken or such omission shall
be effective, if, but only if, the obligations of the Trustee with respect to
such proposed action or omission are not set forth reasonably clearly in these
Standard Terms and the related Series Supplement. The Trustee shall not be
liable for any action taken by, or omission of, the Trustee in accordance with a
proposal included in such application on or after the date specified in such
application (which date shall not be less than ten (10) Business Days after the
date an officer of the Depositor actually receives such application, unless any
such officer shall have consented in writing to any earlier date) unless, prior
to taking any such action (or the effective date in the case of an omission),
the Trustee shall have received written instructions in response to such
application specifying the action to be taken or omitted; provided, however,
that this provision shall not protect the Trustee from liability for any action
or omission constituting willful misconduct, bad faith or negligence.

                                  ARTICLE VIII

                                  MARKET AGENT

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


                                      -64-
<PAGE>

successor Market Agent that is a qualified institution, effective as of the
effectiveness of any such resignation or removal.

                                   ARTICLE IX

                                   TERMINATION

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

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

            (c) Upon presentation and surrender of the Certificates by the
Certificateholders to the Trustee at the locations specified in Section 5.05 on
the Final Scheduled Distribution Date or the Distribution Date coinciding with
or next following the earlier to occur of the occurrences specified in 9.01(a),
with respect to the applicable Series of Certificates, the Trustee shall, upon
its cancellation of each surrendered Certificate, distribute to each Holder
presenting and surrendering its Certificates (i) the amount otherwise
distributable on such Distribution Date in accordance with Section 4.01 in
respect of the Certificates so presented and surrendered, or (ii) as specified
in the applicable Series Supplement, if in connection with the Trustee's sale of
all the remaining Underlying Securities. Any funds not distributed on such
Distribution Date shall be set aside and held in trust for the benefit of
Certificateholders not presenting and surrendering their Certificates in the
aforesaid manner, and shall be disposed of in accordance with this Section 9.01
and Section 4.01 hereof. Immediately following the deposit of funds in trust
hereunder, the Trust for such Series shall terminate.

                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

            Section 10.01 Amendment. (a) This Trust Agreement may be amended
from time to time by the Depositor and the Trustee (with the consent of the Swap
Counterparty, which consent shall not be unreasonably withheld) without the
consent of any of the Certificateholders


                                      -65-
<PAGE>

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 this Trust
Agreement which shall not adversely affect the interests of the Holders in any
material respect; or (ii) to evidence and provide for the acceptance of
appointment hereunder of a change in Trustee as Trustee for a Series of
Certificates subsequent to the Closing Date for such Series, and to add to or
change any of the provisions of this Trust Agreement as shall be necessary to
provide for or facilitate the administration of the separate Trusts hereunder by
more than one trustee, pursuant to the requirements of Section 5.01 hereof; or
(iii) to evidence and provide for the acceptance of appointment hereunder by a
successor Trustee with respect to the Certificate of one or more Series or to
add or change any of the provisions of this Trust Agreement as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder; or (iv) to provide for the issuance of a new Series of Certificates
pursuant to a Series Supplement issued hereunder pursuant to Sections 5.01 and
5.12 hereof; or (v) to maintain the status of the Trust as a grantor trust for
U.S. federal, state and local income and franchise tax purposes (or any other
tax treatment as specified in the related Series Supplement) and avoid the
treatment of the Trust as an association (or other entity) taxable as a
corporation, and otherwise to effect the U.S. federal, state and local income
and franchise tax consequences to the Trust and Certificateholders as specified
in the related Series Supplement; provided, however, that in the case of any
amendment the Rating Agency Condition shall be satisfied with respect to such
amendment and that no such amendment shall cause any Trust created hereunder (as
evidenced by an Opinion of Counsel) to fail to qualify as a fixed investment
trust for federal income tax purposes.

            (b) Without limiting the generality of the foregoing, with respect
to any Series, unless otherwise specified in a related Series Supplement, this
Trust Agreement may also be modified or amended from time to time by the
Depositor and the Trustee with the consent of the Holders of Certificates
representing the Required Percentage-Amendment of the aggregate Voting Rights of
those Certificates to which such modification or amendment relates, provided,
that the Trust has received an Opinion of Counsel to the effect that a vote of
such Required Percentage will not affect the status of the Trust as a grantor
trust for U.S. federal, state and local income and franchise tax purposes or any
other tax consequences to the Trust or Certificateholders as specified in the
related Series Supplement, and, if applicable, the Swap Counterparty, for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Trust Agreement or of modifying in any manner the
rights of the Holders of Certificates; provided, however, that, unless otherwise
specified in a related Series Supplement, no such amendment shall (i) reduce in
any manner the amount of, or delay the timing of, payments received on
Underlying Securities which are required to be distributed on any Certificate
without the consent of the Holders of such Certificates, (ii) adversely affect
in any material respect the interests of the Holders of any Series (or Class
within such Series) of Certificates in a manner other than as described in (i),
without the consent of the Holders of Certificates of such Series or Class
evidencing not less than the Required Percentage - Amendment of the aggregate
Voting Rights of such Series or Class, provided, that the Trust has received an
Opinion of Counsel to the effect that a vote of such Required Percentage will
not affect the status of the Trust as a grantor trust for U.S. federal, state
and local income and franchise tax purposes or any other tax consequences to the
Trust or Certificateholders as specified in the related Series Supplement or
(iii) reduce the percentage of


                                      -66-
<PAGE>

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

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

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

            Section 10.02 Limitation on Rights of Certificateholders. (a) The
death or incapacity of any Certificateholder shall not operate to terminate this
Trust Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the applicable Trust,
nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.

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

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


                                      -67-
<PAGE>

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

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

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

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

            (c) Any notice required to be given to a holder of a Bearer
Certificate or Coupon shall be published in an Authorized Newspaper or
Newspapers in such Place or Places of Distribution as may be specified for a
given Series in the applicable Series Supplement, and such notice shall be
deemed sufficient if published on two separate Business Days within two Business
Days of the time prescribed in this Trust Agreement.

            (d) Any and all notices to be given to the Depositor shall be deemed
to have been duly given if sent by facsimile transmission to the Depositor at
745 Seventh Avenue, New York, New York 10019, Attention: Structured Credit
Trading, through facsimile transmission number [ ], telephone confirmation
number (212) 526-6575. The Depositor may change this information by written
notice to the Trustee.


                                      -68-
<PAGE>

            (e) Any and all notices to be given to the Swap Counterparty shall
be deemed to have been duly given if sent by facsimile transmission to the Swap
Counterparty at the address specified in the Swap Agreement, or, otherwise, at
[_________], Attention: [__________], telephone confirmation number [_________].
The Swap Counterparty may change this information by notice to the Depositor.

            (f) Any and all notices to be given to the Trustee shall be deemed
to have been duly given if sent by facsimile transmission to the Trustee at
[__________], Attention: Corporate Trust transmission number [________],
telephone confirmation number [_______]. The Trustee may change this information
by notice to the Depositor.

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

            Section 10.05 Notice to Rating Agencies. (a) The Trustee shall use
its best efforts promptly to provide notice to each Rating Agency with respect
to each of the following of which it has actual knowledge:

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

            (ii) the resignation or termination of the Trustee;

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

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

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

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

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

            (d) (i) Any and all notices to be given to Moody's shall be deemed
to have been duly given if sent by facsimile transmission to Moody's at Moody's
Investors Service, Inc., 99 Church Street 21W, New York, New York 10007,
Attention: CBO/CLO Monitoring Department, facsimile transmission number (212)
553-0355, telephone confirmation number (212) 553-1494. Moody's may change this
information by notice to the Depositor and the Trustee.

            (ii) Any and all notices to be given to S&P shall be deemed to have
      been duly given if sent by facsimile transmission to S&P at Standard &
      Poor's, 55 Water Street, New York, New York 10041, Attention: Structured
      Finance Surveillance Group, facsimile transmission number (212) 438-2664,
      telephone confirmation number


                                      -69-
<PAGE>

      (212) 438-2482. S&P may change this information by notice to the Depositor
      and the Trustee.

            (iii) Any and all notices to be given to Fitch shall be deemed to
      have been duly given if sent by facsimile transmission to Fitch at Fitch
      Ratings, One State Street Plaza, New York, New York 10004, Attention: ABS
      Group Surveillance, facsimile transmission number (212) 480-4438,
      telephone confirmation number (212) 908-0500. Fitch may change this
      information by notice to the Depositor and the Trustee.

            Section 10.06 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Trust Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Trust Agreement and shall in no way affect the
validity or enforceability of the other provisions of this Trust Agreement or of
the Certificates or the rights of the Holders thereof.

            Section 10.07 Grant of Security Interest. (a) It is the express
intent of the parties hereto that each conveyance of any Underlying Securities
by the Depositor to the Trustee be, and be construed as, a sale of the
Underlying Securities by the Depositor and not a pledge of any Underlying
Securities by the Depositor to secure a debt or other obligation of the
Depositor.

            (b) In the event that, notwithstanding the aforementioned intent of
the parties, any Underlying Securities are held to be property of the Depositor,
then, (x) it is the express intent of the parties that such conveyance be deemed
a pledge of such Underlying Securities by the Depositor to the Trustee to secure
a debt or other obligation of the Depositor and (y)(1) this Trust Agreement
shall also be deemed to be a security agreement within the meaning of Articles 8
and 9 of the Uniform Commercial Code as in effect from time to time in the State
of New York, or such other State as may be specified in the related Series
Supplement; (2) the conveyance provided for in Section 2.01 hereof shall be
deemed to be a grant by the Depositor to the Trustee of a security interest in
all the Depositor's right, title and interest in and to such Underlying
Securities and all amounts payable to the holders of such Underlying Securities
in accordance with the terms hereof and all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property including all amounts from time to time held or invested in the
applicable Certificate Account, whether in the form of cash, instruments,
securities or other property; (3) the obligations secured by such security
agreement shall be deemed to be all the Depositor's obligations under this Trust
Agreement, including the obligation to provide to the Certificateholders the
benefits of this Trust Agreement relating to such Underlying Securities and the
applicable Trust; and (4) notifications to persons holding such property, and
acknowledgements, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgements, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security interest under applicable law.

            Accordingly, the Depositor hereby grants to the Trustee a security
interest in the Underlying Securities and all other property described in clause
(y)(2) of the preceding paragraph, for the purpose of securing to the Trustee
the performance by the Depositor of the obligations described in clause (y)(3)
of the preceding paragraph. Notwithstanding the


                                      -70-
<PAGE>

foregoing, the parties hereto intend the Grant pursuant to Section 2.01 to be a
true, absolute and unconditional sale of the Underlying Securities and assets
constituting the applicable Trust by the Depositor to the Trustee.

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

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

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

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

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

            Section 10.12 Trust Indenture Act Controls. This Trust Agreement is
subject to the provisions of the Trust Indenture Act and shall, to the extent
applicable, be governed by such provisions. The Trustee agrees to take all
actions within its control to prevent these Standard


                                      -71-
<PAGE>

Terms, as supplemented by any Series Supplements, from failing to qualify under
the Trust Indenture Act.

            Section 10.13 Segregation Provisions. (a) Each Trust established
hereunder is a legal entity separate and apart from each other Trust established
by the Depositor under this Agreement or otherwise.

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

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

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

            (e) The certificateholders of each Series shall have recourse solely
to the Underlying Securities deposited in the Trust issuing such Series, and not
to any Underlying Securities or other property deposited in any other Trust. If
the foregoing provisions of this paragraph 10.13(e) are unenforceable for any
reason, or for any reason notwithstanding such provisions any certificateholder
with respect to a Series issued by a Trust is deemed to have an interest in the
assets of a different Trust (the "Non-Issuing Trust") such interest shall be
subordinate to the interest of the holders of Certificates issued by the
Non-Issuing Trust. Such Certificateholders are deemed to agree that the
preceding sentence constitutes a subordination agreement for purposes of Section
510(a) of the Bankruptcy Code. Creditors of the Depositor, and claimants with
respect to trusts established pursuant to other instruments, shall have no
recourse with respect to the assets of any Trust established hereunder.

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

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

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

            (i) The Depositor agrees that it shall not issue any debt
obligations unless it first obtains written confirmation from each relevant
Rating Agency that such action will not result in the reduction, withdrawal or
qualification, of the rating of any outstanding Series of Certificates.


                                      -72-
<PAGE>

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

                                       SELECT ASSET INC.,
                                          as Depositor


                                       By:______________________________________
                                          Name:
                                          Title:


                                       [__________], as Trustee

                                       By:______________________________________
                                          Name:
                                          Title:


                                      -73-
<PAGE>

            Reconciliation and tie between the Trust Agreement and the Trust
Indenture Act of 1939 as amended. This reconciliation does not constitute part
of the Trust Agreement.

        Trust Indenture Act                    Trust
          of 1939 Section                Agreement Section
          ---------------                -----------------

             310(a)(1)                          7.07
                (a)(2)                          7.07
                (a)(5)                          7.07
                310(b)                          7.07
                312(a)                          7.15
                313(a)                          7.17
                314(a)                          3.10
                (c)(1)                          1.03
                (c)(2)                          1.03
                   (e)                          1.03
             315(a)(1)                          7.01(a)
             315(a)(2)                          7.03(a)
                315(b)                          7.01(d)
                315(d)                          7.01(c)
          316(a)(1)(A)                          5.19
             (a)(1)(B)                          5.20
                   (b)                          5.21
                   (c)                          1.03(b)
             317(a)(1)                          5.18
                   (b)                          5.13
                318(a)                         10.12


                                      -74-
<PAGE>

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


                                SERIES SUPPLEMENT

                            [NAME] TRUST CERTIFICATES

                   [_______] [BACKED] SERIES 200[_]-[_] TRUST


                                     between

                               SELECT ASSET INC.,
                                  as Depositor

                                       and

                                 [____________],
                                   as Trustee

                            [NAME] TRUST CERTIFICATES

                          Dated as of [_______], 200[_]


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

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

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

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

Section 3.  Designation of Trust and Certificates............................7

Section 4.  Trust Certificates..............................................10

Section 5.  Distributions...................................................10

Section 6.  Trustee's Fees..................................................13

Section 7.  [Optional Exchange; Optional Call]..............................13

Section 8.  Notices of Events of Default....................................17

Section 9.  Miscellaneous...................................................17

Section 10. Tax Treatment...................................................21

Section 11. Governing Law...................................................21

Section 12. Counterparts....................................................21

Section 13. Termination of the Trust........................................21

Section 14. Sale of Underlying Securities; Optional Exchange................21

Section 15. Amendments......................................................21

Section 16. Voting of Underlying Securities, Modification of Indenture......22

Section 17. Additional Depositor Representation.............................23

SCHEDULE I     [______] [BACKED] SERIES 200[_]-[_] UNDERLYING
               SECURITIES SCHEDULE
EXHIBIT A-1    FORM OF TRUST CERTIFICATE CLASS A-1
EXHIBIT A-2    FORM OF TRUST CERTIFICATE CLASS A-2
EXHIBIT B      [FORM OF WARRANT AGENT AGREEMENT]
EXHIBIT C      FORM OF CLASS A-2 CERTIFICATE INVESTMENT LETTER

<PAGE>

                                                                    EXHIBIT 4.01
                                SERIES SUPPLEMENT

                            [NAME] TRUST CERTIFICATES

                  [_______] [BACKED] SERIES 200[_]-[_] TRUST

            SERIES SUPPLEMENT, [________] [Backed] Series 200[_]-[_] Trust,
dated as of [________], 200[_] (the "Series Supplement"), by and between Select
Asset Inc., as Depositor (the "Depositor"), and [______________], as Trustee
(the "Trustee").

                              W I T N E S S E T H:

            WHEREAS, the Depositor desires to create the Trust designated herein
(the "Trust") by executing and delivering this Series Supplement, which shall
incorporate the terms of the Standard Terms for Trust Agreements, dated as of
[______], 200[_] (the "Standard Terms" and, together with this Series
Supplement, the "Trust Agreement"), by and between the Depositor and the
Trustee, as modified by this Series Supplement;

            WHEREAS, the Depositor desires to deposit into the Trust the
Underlying Securities set forth on Schedule I attached hereto (the "Underlying
Securities Schedule") the general terms of which are described in the Prospectus
Supplement under the heading "Description of the Deposited Assets - Underlying
Securities";

            WHEREAS, in connection with the creation of the Trust and the
deposit therein of the Underlying Securities, it is desired to provide for the
issuance of trust certificates evidencing undivided interests in the Trust [and
call warrants related thereto]; and

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

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

            Section 1. Incorporation of Standard Terms. Except as otherwise
provided herein, all of the provisions of the Standard Terms are hereby
incorporated herein by reference in their entirety, and this Series Supplement
and the Standard Terms shall form a single agreement between the parties. In the
event of any inconsistency between the provisions of this Series Supplement and
the provisions of the Standard Terms, the provisions of this Series Supplement
will control with respect to the [_____] [Backed] Series 200[_]-[_] Certificates
and the transactions described herein.

<PAGE>

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

            "Accredited Investor" shall mean a Person that qualifies as an
"accredited investor" within the meaning of Rule 501(a) under the Securities
Act.

            "Available Funds" shall have the meaning specified in the Standard
Terms.

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

            "Calculation Agent" shall mean [_______] or such affiliate thereof
as shall be designated by [________].

            ["Call Date" shall mean any Business Day that any Call Warrant
holder designates as a Call Date occurring (i) on or after [____], 200[_], (ii)
after the Underlying Securities Issuer announces that it will redeem (including
as a result of an optional redemption), prepay or otherwise make an unscheduled
payment on the Underlying Securities, (iii) after the Trustee notifies the
Certificateholders of any proposed sale of the Underlying Securities pursuant to
the provisions of this Series Supplement or (iv) on which a tender offer for
some or all of the Underlying Securities is consummated.]

            ["Call Notice" shall have the meaning specified in Section 1.1 of
the Warrant Agent Agreement.]

            ["Call Price" shall mean, for each related Call Date, (i) in the
case of the Class A-1 Certificates, [__] and (ii) in the case of the Class A-2
Certificates being purchased pursuant to the exercise of the Call Warrants,
[__].]

            ["Call Warrants" shall have the meaning specified in Section 3
hereof.]

            ["Called Certificates" shall have the meaning specified in Section
1.1 (b) of the Warrant Agent Agreement.]

            "Certificate Principal Balance" shall mean, with respect to an
outstanding Certificate, as determined at any time, the maximum amount that the
holder thereof is entitled to receive as distributions allocable to principal
payments on the Underlying Securities. The Certificate Principal Balance, if
any, of any class within a given series, as of any date of determination, shall
be equal to the aggregate initial Certificate Principal Balance thereof less the
sum of (i) all amount allocable to prior distributions made to such class in
respect to principal of the Underlying Securities, (ii) any reductions
attributable to Certificates surrendered in exchange for Underlying Securities,
as and to the extent provided in this Series Supplement and (iii) any reductions
in the Certificate Principal Balance thereof deemed to have occurred in
connection with allocations of (A) realized losses in respect of principal of
the Underlying Securities and


                                      -2-
<PAGE>

(B) expenses of the Trust, if any, only to the extent specified in this Series
Supplement, each as allocated to such class pursuant to this Series Supplement.

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

            "Class A-1 Allocation" shall mean the sum of the present values
(discounted at the rate of [_]% per annum) of (i) any unpaid interest due or to
become due on the Class A-1 Certificates and (ii) the outstanding Certificate
Principal Balance of the Class A-1 Certificates (in each case assuming that the
Class A-1 Certificates were paid when due and were not redeemed or prepaid prior
to their stated maturity).

            "Class A-1 Certificates" shall mean the Certificates, in the form
attached hereto as Exhibit A-1, to be issued by the Trust representing a
proportionate undivided beneficial ownership interest in certain distributions
to be made by the Trust and having the characteristics described herein and in
the Certificates.

            "Class A-2 Allocation" shall mean the present value (discounted at
the rate of [_]% per annum) of any unpaid principal amounts due or to become due
on the Class A-2 Certificates (assuming that the Class A-2 Certificates were
paid when due and were not redeemed or prepaid prior to their stated maturity).

            "Class A-2 Certificates" shall mean the Certificates, in the form
attached hereto as Exhibit A-2, to be issued by the Trust representing a
proportionate undivided beneficial ownership interest in certain distributions
to be made by the Trust and having the characteristics described herein and in
the Certificates.

            "Closing Date" shall mean [____], 200[_].

            "Code" shall mean the Internal Revenue Code of 1986, as amended, and
Treasury Regulations promulgated thereunder.

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

            "Corporate Trust Office" shall mean the office of [______] located
at [_______].

            "Currency" shall mean United States Dollars.

            "Depository" shall mean The Depository Trust Company, its nominees
and their respective successors.

            "Distribution Date" shall mean [____ and ____] of each year (or if
such date is not a Business Day, the next succeeding Business Day), commencing
on [____], 200[_], and ending on the earlier of the Final Scheduled Distribution
Date and any date on which all


                                      -3-
<PAGE>

Underlying Securities are redeemed pursuant to the Indenture or prepaid or
liquidated in whole for any reason other than at their maturity.

            "Eligible Issuer" means an issuer of securities that (i) has
registered its securities for sale pursuant to an effective registration
statement under the Securities Act on Form S-3 and is either (i) subject to the
periodic informational reporting requirements of the Exchange (a "reporting
company") and satisfies either (x) the current public float condition of $75
million or more of General Instruction I.B.1 of Form S-3 or (y) the
non-convertible investment grade securities condition of General Instruction
I.B.2 of Form S-3; or (ii) a subsidiary that is not a reporting company and is
eligible to use Form S-3 in reliance solely upon General Instruction I.C.3 of
Form S-3, and satisfaction of the requirements of Rule 3-10 of Regulation S-X;
or (ii) is a government-sponsored enterprise that makes its information publicly
available (a "GSE").

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

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

            "Exchange Act" shall mean the Securities and Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder.

            "Final Scheduled Distribution Date" shall mean [_____], 20[__], or
if such day is not a Business Day, the next succeeding Business Day.

            "Fitch" shall mean Fitch Ratings.

            "Indenture" shall mean the Indenture (as amended from time to time)
dated as of [_____], [___], between the Underlying Securities Issuer and
Underlying Securities Trustee, pursuant to which the Underlying Securities were
issued.

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

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

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

            "Market Agent" shall mean [________].

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

            ["Optional Call" shall mean the call of the Certificates by the
Warrant Holder, in whole or in part, resulting from the exercise of Call
Warrants by the Warrant Holder, pursuant to Section 7(d) hereof.]

            ["Optional Exchange" shall mean the exchange of the Certificates by
the Trust for the Underlying Securities pursuant to Section 7(a) and 7(b)
hereof.]

            ["Optional Exchange Date" shall mean any date on which Underlying
Securities subject to Optional Exchange are distributed to a Certificateholder.]


                                      -4-
<PAGE>

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

            "Plan" shall mean (a) an employee benefit plan (as defined in
Section 3(3) of ERISA), (b) a plan described in Section 4975(e)(1) of the Code
or (c) any entity whose underlying assets are treated as assets of any such plan
by reason of such plan's investment in the entity.

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

            "Prospectus Supplement" shall mean the Prospectus Supplement, dated
[____], 200[_], and a supplement thereto, dated [_______], 200[_], relating to
the Certificates.

            "QIB" shall have the meaning set forth in Section 3(e) hereof.

            "Rating Agency" shall mean [Fitch], [Moody's] and [S&P].

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

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

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

            "Resale Restriction Termination Date" shall have the meaning set
forth in Section 3(e) hereof.

            "Rule 144A" shall have the meaning set forth in Section 3(e) hereof.

                  "Sale Procedures" shall mean that, with respect to any sale of
one or more Underlying Securities, the Market Agent, on behalf of the Trust,
shall sell such Underlying Security or Underlying Securities to the highest
bidders among not less than three solicited


                                      -5-
<PAGE>

bidders for such Underlying Securities as ascertained by Lehman Brothers Inc.,
in its sole and absolute discretion (one of which bidders may include Lehman
Brothers Inc. or any affiliate thereof except in the case of a sale related to
the exercise of Call Warrants by the Depositor or any affiliate thereof);
provided, however, that neither Lehman Brothers Inc. nor any of its affiliates
will be under any obligation to bid, and which bidders will be independent
financial institutions, which are QIBs and which deal in assets of the same type
as the Underlying Securities. In the sole judgment of the Market Agent, bids may
be evaluated on the basis of bids for a single Underlying Security, a portion of
the Underlying Securities or all of the Underlying Securities being sold or any
other basis selected in good faith by the Market Agent.

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

            "Securities Act" shall mean the United States Securities Act of
1933, as amended.

            "Series" shall mean [____] [Backed] Series 200[_]-[_].

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

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

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

            "Underlying Securities" shall mean $[___] aggregate principal amount
[____], issued by the Underlying Securities Issuer, as set forth in Schedule I
attached hereto (subject to Section 3(d) hereof).

            "Underlying Securities Issuer" shall mean [_______].

            "Underlying Securities Trustee" shall mean [________].

            "Underwriters" shall mean [_______].

            ["Voting Rights" shall, in the entirety, be allocated among all
Class A-1 Certificateholders and Class A-2 Certificateholders in proportion to
the then outstanding Certificate Principal Balances of their respective
Certificates.]

            ["Warrant Agent" shall mean initially, [__________].]

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

            ["Warrant Holder" shall mean the holder of a Call Warrant.]


                                      -6-
<PAGE>

            (b) The terms listed below are not applicable to this Series.

                  [SPECIFY TERMS NOT APPLICABLE TO THE SERIES]

            Section 3. Designation of Trust and Certificates. The Trust created
hereby shall be known as the "[NAME] Trust Certificates, [____] [Backed] Series
200[_]-[_] Trust." The Certificates evidencing certain undivided ownership
interests therein shall be known as "[NAME] Trust Certificates, [____][Backed]
Series 200[_]-[_]." The Certificates shall consist of the Class A-1 Certificates
and the Class A-2 Certificates (together, the "Certificates"). [The Trust is
also issuing call warrants with respect to the Certificates ("Call Warrants").]

            (a) The Class A-1 Certificates shall be held through the Depository
in book-entry form and shall be substantially in the form attached hereto as
Exhibit A-1. The Class A-2 Certificates shall initially be held through the
Depository in book-entry form and, as set forth in Section 3(e) below, shall be
held in physical form or through the Depository in book-entry form and shall be
substantially in form attached hereto as Exhibit A-2. The Class A-1 Certificates
shall be issued in denominations of $[_]. The Class A-2 Certificates shall be
issued in minimum denominations of $[_] and integral multiples of $[_] in excess
thereof; [provided, however, that on any Call Date on which a Warrant Holder
shall concurrently exchange Called Certificates for a distribution of Underlying
Securities in accordance with the provisions of Section 7 hereof, Called
Certificates may be issued in other denominations.] Except as provided in the
Standard Terms and in paragraph (d) in this Section, the Trust shall not issue
additional Certificates [or additional Call Warrants] or incur any indebtedness.


            (b) The Class A-1 Certificates will consist of [____] Certificates
having an initial aggregate certificate principal balance (the "Certificate
Principal Balance") of $[____], and the Class A-2 Certificates will be
[principal-only/interest-only] Certificates [having an initial aggregate
Certificate Principal Balance of $[____]]. [The Class A-2 Certificates shall
have an initial aggregate principal balance equal to the initial Certificate
Principal Balance of the Class A-1 Certificates.]

            (c) The holders of the Class A-1 Certificates will be entitled to
receive on each Distribution Date the interest, if any, received on the
Underlying Securities, to the extent necessary to pay interest at a rate of
[___]% per annum on the outstanding Certificate Principal Balance of the Class
A-1 Certificates. [The holders of the Class A-2 Certificates will not be
entitled to receive payments of interest.] [The holders of the Class A-2
Certificates will be entitled to receive on each Distribution Date occurring on
and prior to the Distribution Date in [___] 20[__], the interest, if any,
received on the Underlying Securities, to the extent necessary to pay interest
at a rate of [__]% per annum on the outstanding principal amount of the Class
A-2 Certificates.] On the Distribution Date occurring in [_____] 20[__], the
Trustee shall cause the Trust to pay to the Depositor an amount equal to
interest accrued and paid on the Underlying Securities from [_____], 200[_], to
but not including the Closing Date[; provided, however, that in the event an
Optional Exchange shall occur prior to the Distribution Date in [_____] 20[__],
a pro rata portion of such amount shall be paid to the Depositor on the Optional
Exchange Date, in accordance with the provisions of Section 7(b)(ix) hereof]. If
the Depositor is not paid any such amount on such date, it shall have a claim
for such amount. If Available Funds are insufficient to pay such amount, the
Trustee will pay the Depositor its pro rata share, based on the ratio the


                                      -7-
<PAGE>

amount owed to the Depositor bears to all amounts owed on the Certificates in
respect of accrued interest, of any proceeds from the recovery on the Underlying
Securities.

            (d) The Trust may issue additional Certificates under this Trust
Agreement, subject to the satisfaction, in each case, of the following
conditions: (i) the Depositor shall deposit with the Trust, on or prior to the
related Closing Date for the additional Certificates, additional Underlying
Securities in an amount such that the aggregate principal amount of additional
Certificates issued on the Closing Date for such additional Certificates is not
in excess of one hundred percent (100.00%) of the principal amount of the
additional Underlying Securities; provided, that the additional Certificates
issued shall be in the same proportion as the original Class A-1 and Class A-2
Certificates, with an aggregate Certificate Principal Balance equal to the
principal amount of such additional Underlying Securities; (ii) the terms of any
additional Certificates shall be substantially similar to those previously
issued Certificates, and the additional Certificates will rank pari passu in all
respects with those previously issued Certificates of the same class; provided,
however, that (a) the additional Certificates may have such distinguishing
serial designations in the titles thereof as may be deemed advisable by the
Depositor and consented to by the Trustee and references to the additional
Certificates shall be construed accordingly, (b) the additional Certificates may
be issued at such prices as may be determined by the Depositor in its sole
discretion, and (c) distributions on any additional Certificates shall be made
in accordance with the distributions on the previously issued Certificates of
the same class and payments of interest and principal, if any, shall be payable
commencing on the first Distribution Date following the related Closing Date for
the additional Certificates; (iii) the terms of the additional Underlying
Securities shall be the same as those of the Underlying Securities deposited
into the Trust on the Closing Date; (iv) any additional Certificates to be
issued pursuant to this Section 3(d) shall be executed by the Trust and
delivered to the Trustee for authentication and thereupon the same shall be
executed and delivered by the Trustee, upon the Depositor's written request, in
the same proportion as the original Class A-1 and Class A-2 Certificates, with
an aggregate Certificate Principal Balance equal to the principal amount of such
additional Underlying Securities; provided, however, that an opinion of counsel
is delivered stating that the issuance of the additional Certificates will not
affect the status of the Trust for U.S. federal, state and local income and
franchise tax purposes, or any other tax consequences to the Trust or
Certificateholders, as specified in the related Prospectus Supplement; and (v)
notwithstanding anything herein to the contrary, the consent of the
Certificateholders shall not be required for the issuance of additional
Certificates; provided, however, that each Rating Agency rating such
Certificates shall provide written confirmation that the rating assigned to the
Certificates on the Closing Date shall not be reduced or withdrawn as a result
of the issuance of such additional Certificates.

            (e) No Class A-2 Certificate may be offered, resold, assigned or
otherwise transferred (including by pledge or hypothecation) at any time prior
to (x) the date which is two years or such shorter period of time as permitted
by Rule 144(k) under the Securities Act, after the later of the original issue
date of such Class A-2 Certificates and the last date on which the Depositor or
any "affiliate" (as defined in Rule 144 under the Securities Act) of the
Depositor was the owner of such Class A-2 Certificates (or any predecessor
thereto) or (y) such later date, if any, as may be required by a change in
applicable securities laws (the "Resale Restriction Termination Date") unless
such offer, resale, assignment or transfer is (i) to the Trust, (ii) pursuant to
an effective registration statement under the Securities Act, (iii) to a
qualified institutional buyer (a "QIB"), as such term is defined in Rule 144A
promulgated under the


                                      -8-
<PAGE>

Securities Act ("Rule 144A"), in accordance with Rule 144A or (iv) pursuant to
another available exemption from registration provided under the Securities Act
(including transfers to Accredited Investors), and, in each of cases (i) through
(iv), in accordance with any applicable securities laws of any state of the
United States and other jurisdictions. Prior to any offer, resale, assignment or
transfer of any Class A-2 Certificates in the manner described in clause (iii)
above, the prospective transferee and the prospective transferor shall be
required to deliver to the Trustee an executed copy of an Investment Letter with
respect to the Class A-2 Certificates to be transferred substantially in the
form of Exhibit C hereto and in the event the resale, assignment or transfer
shall involve Class A-2 Certificates then being held in physical form, such A-2
Certificates shall be delivered to the Trustee for cancellation and the Trustee
shall instruct the Depository to increase the aggregate principal amount of the
Class A-2 Certificates held in book-entry form by an amount equal to the
aggregate principal amount of Class A-2 Certificates so resold, assigned or
transferred and to issue a beneficial interest in such global Class A-2
Certificates to such transferee. Prior to any offer, resale, assignment or
transfer of any Class A-2 Certificates in the manner described in clause (iv)
above, the prospective transferee and the prospective transferor shall be
required to deliver to the Trustee documentation certifying that the offer,
resale, assignment or transfer complies with the provisions of said clause (iv)
and, in the event any such Class A-2 Certificate shall then be held in
book-entry form and such resale, assignment or transfer shall be to an
Accredited Investor that is not a QIB, the Trustee shall instruct the Depository
to decrease the aggregate principal amount of the Class A-2 Certificates held in
book entry form and the Trustee shall authenticate and deliver one or more Class
A-2 Certificates in physical form in an aggregate principal amount equal to the
amount of Class A-2 Certificates resold, assigned or transferred. In addition to
the foregoing, each prospective transferee of any Class A-2 Certificates in the
manner contemplated by clause (iii) above shall acknowledge, represent and agree
as follows:

            (1) The transferee (x) is a QIB, (y) is aware that the sale to it is
      being made in reliance on Rule 144A and (z) is acquiring such Class A-2
      Certificates for its own account or for the account of a QIB.

            (2) The transferee understands that the Class A-2 Certificates are
      being offered in a transaction not involving any public offering in the
      United States within the meaning of the Securities Act, and that the Class
      A-2 Certificates have not been and will not be registered under the
      Securities Act.

            (3) The transferee agrees that (A) if in the future it decides to
      offer, resell, pledge or otherwise transfer the Class A-2 Certificates
      prior to the Resale Restriction Termination Date, such Class A-2
      Certificates shall only be offered, resold, assigned or otherwise
      transferred (i) to the Trust, (ii) pursuant to an effective registration
      statement under the Securities Act, (iii) to a QIB, in accordance with
      Rule 144A or (iv) pursuant to another available exemption from
      registration provided under the Securities Act (including any transfer to
      an Accredited Investor), and, in each of cases (i) through (iv), in
      accordance with any applicable securities laws of any state of the United
      States and other jurisdictions and (B) the transferee will, and each
      subsequent holder is required to, notify any subsequent purchaser of such
      Class A-2 Certificates from it of the resale restrictions referred to in
      clause (A) above.


                                      -9-
<PAGE>

            (f) The Class A-2 Certificates will, unless otherwise agreed by the
Depositor and the Trustee, bear a legend substantially to the following effect:

            "THIS CLASS A-2 CERTIFICATE (OR ITS PREDECESSOR) HAS 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 AN EXEMPTION
            THEREFROM UNDER SUCH ACT. THE CLASS A-2 CERTIFICATE REPRESENTED
            HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE
            SERIES SUPPLEMENT.

            EACH PURCHASER OF THIS CLASS A-2 CERTIFICATE IS HEREBY NOTIFIED THAT
            THE SELLER OF THIS CLASS A-2 CERTIFICATE MAY BE RELYING ON THE
            EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
            PROVIDED BY RULE 144A THEREUNDER."

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

            (a) the Underlying Securities set forth on Schedule I hereto; and

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

            Section 5. Distributions. (a) Except as otherwise provided in
Section 3(c), 5(b), 5(d), 5(g) and 5(h) on each applicable Distribution Date (or
such later date as specified in Section 9(f)), the Trustee shall apply Available
Funds in the Certificate Account as follows:

                       [SPECIFY PRIORITY OF DISTRIBUTION]

            (b) Notwithstanding the foregoing, if the Underlying Securities are
redeemed (including as a result of an optional redemption), prepaid or
liquidated in whole or in part for any reason other than due to the occurrence
of an Event of Default, the cessation of the Underlying Securities Issuer to
file periodic reports as required by the Exchange Act or at their maturity, the
Trustee shall apply Available Funds in the manner described in Section 5(g) in
the following order of priority:

                       [SPECIFY PRIORITY OF DISTRIBUTION]

            (c) Unless otherwise instructed by holders of Certificates
representing a majority of the Voting Rights, thirty (30) days after giving
notice pursuant to Section 8 hereof, the Trustee shall instruct the Market Agent
to sell the Underlying Securities pursuant to Section 13 hereof and deposit the
Liquidation Proceeds, if any, into the Certificate Account for distribution not
later than two (2) Business Days after the receipt of immediately available
funds


                                      -10-
<PAGE>

in accordance with Section 5(b) hereof; [ provided, however, that if any Warrant
Holder designates any day on or prior to the proposed sale date as a Call Date
and Optional Exchange Date pursuant to Section 7, the portion of Underlying
Securities related to such Optional Exchange shall not be sold but shall be
distributed to the Warrant Holder pursuant to Section 7 and the Warrant Agent
Agreement].

            (d) [Notwithstanding the foregoing, if the Underlying Securities are
redeemed, prepaid or liquidated in whole or in part due to the occurrence of an
Event of Default, the Trustee shall apply Available Funds to the holders of the
Class A-1 Certificates and the holders of the Class A-2 Certificates in
accordance with the ratio of the Class A-1 Allocation to the Class A-2
Allocation.]

            (e) If the Trustee receives non-cash property in respect of the
Underlying Securities as a result of a payment default on the Underlying
Securities (including from the sale thereof), the Trustee will promptly give
notice to the Depository, or for any Certificates which are not then held by DTC
or any other depository, directly to the registered holders of the Certificates
[then outstanding and unpaid and to the Warrant Agent]. Such notice shall state
that the Trustee shall and the Trustee shall, not later than 30 days after the
receipt of such property, allocate and distribute such property to the holders
of Class A-1 Certificates and Class A-2 Certificates then outstanding and
unpaid, (after deducting the costs incurred in connection therewith) in
accordance with Section 5(b) hereof. Property other than cash will be liquidated
by the Trustee, and the proceeds thereof distributed in cash, only to the extent
necessary to avoid distribution of fractional securities to Certificateholders.
In-kind distribution of such property to Certificateholders, based on the market
value of such property as of the date of distribution to Certificateholders,
will be deemed to reduce the Certificate Principal Balance of the Class A-1
Certificates on a dollar-for-dollar basis. [The outstanding principal amount of
the Class A-2 Certificates shall be reduced, pro rata among all Class A-2
Certificateholders, by an amount equal to the amount by which the Certificate
Principal Balance of the Class A-1 Certificates is reduced.]

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

            (g) If a payment with respect to the Underlying Securities is made
to the Trustee (i) after the payment date of the Underlying Securities on which
such payment was due or (ii) in connection with redemption, prepayment or
liquidation, in whole or in part, of the Underlying Securities for any reason
other than due to the occurrence of an Event of Default, the cessation of the
Underlying Securities Issuer to file periodic reports as required by the
Exchange Act or at their maturity, the Trustee will distribute any such amounts
received in accordance with the provisions of this Section 5 on the next
occurring Business Day (a "Special Distribution Date") as if the funds had
constituted Available Funds on the Distribution Date immediately preceding such
Special Distribution Date; provided, however, that the Record Date for such
Special Distribution Date shall be one Business Day prior to the day on which
the related payment was received with respect to the Underlying Securities.


                                      -11-
<PAGE>

            (h) [Notwithstanding Section 3.12 of the Standard Terms, if the
Underlying Securities Issuer, and, if its obligations are fully and
unconditionally guaranteed by or assumed by an Eligible Issuer, such Eligible
Issuer, ceases to file periodic reports as required under the Exchange Act, the
Depositor shall within a reasonable time instruct the Trustee to (i) notify the
Warrant Agent that the Underlying Securities are proposed to be sold and that
any Call Warrants and related Optional Exchange rights must be exercised no
later than the date specified in the notice (which shall be not less than ten
Business Days after the date of such notice) and (ii) to the extent that the
Warrant Holders fail to exercise their Call Warrants and related Optional
Exchange rights on or prior to such date, to sell the Underlying Securities and
distribute the proceeds of such sale to the Certificateholders in accordance
with the following order of priority: first, to the Trustee, as reimbursement
for any Extraordinary Trust Expenses incurred by the Trustee in accordance with
Section 6(b) below and approved by 100% of the Certificateholders; and second,
any remainder to the holders of the Class A-1 Certificates and the Class A-2
Certificates pro rata in proportion to the ratio of the Class A-1 Allocation to
the Class A-2 Allocation, as determined by the Calculation Agent; provided,
however, the Depositor shall not instruct the Trustee to distribute or sell the
Underlying Securities (or provide a notice of such instruction to the Warrant
Agent) pursuant to this clause unless the Underlying Securities Issuer has
either (x) stated in writing that it intends permanently to cease filing reports
required under the Exchange Act or (y) failed to file any required reports for
one full calendar year.]

            (i) (i) [If the Trustee receives notice of a tender offer for some
or all of the Underlying Securities, the Trustee shall, within one Business Day,
notify the Warrant Agent and forward to the Warrant Agent copies of all
materials received by the Trustee in connection therewith. If the Trustee
receives a Call Notice from any Warrant Holder no later than five Business Days
prior to the expiration of the tender offer acceptance period that such Warrant
Holder desires to exercise all or a portion of its Call Warrants in connection
with the consummation of any such tender offer, then the Trustee shall tender,
in compliance with the tender offer requirements, an amount of Underlying
Securities equal to the amount of Underlying Securities that would be
distributable to the Warrant Holder with respect to an Optional Exchange of the
Called Certificates called by such Warrant Holder; provided that any Optional
Call or Optional Exchange undertaken in connection with any such tender offer
shall be subject to the provisions of Section 7 hereof.]

            (ii) [The Call Date and Optional Exchange Date for any exercise of
      Call Warrants in connection with a tender offer shall be deemed to be the
      Business Day on which such Underlying Securities are accepted for payment
      and paid for.]

            (iii) [The Call Price shall be deducted from the tender offer
      proceeds and paid to the holders of the Class A-1 Certificates and Class
      A-2 Certificates pro rata in accordance with the provisions of Section
      7(d)(v), and the excess of the tender offer proceeds over the Call Price
      shall be paid to the exercising Warrant Holders pro rata in respect to
      their proportionate exercises of Call Warrants or, if the Call Price
      exceeds the tender offer proceeds the amount of such excess shall be paid
      by the exercising Warrant Holders pro rata in respect to their
      proportionate exercises of Call Warrants.]

            (iv) [If fewer than all tendered Underlying Securities are accepted
      for payment and paid for, (A) the amount of Call Warrants exercised shall
      be reduced to an amount


                                      -12-
<PAGE>

that corresponds to a number of Class A-1 and Class A-2 Certificates that could
be exchanged in an Optional Exchange for the Underlying Securities accepted for
payment and paid for (without regard to any restrictions on the amount to be
exchanged, so long as such restrictions would have been satisfied had all
tendered Underlying Securities been accepted for payment and paid for); (B) each
Warrant Holder's exercise shall be reduced by its share (proportionate to the
amount specified in its exercise notice) of the amount of Underlying Securities
not accepted for payment and paid for; (C) the Call Price shall be determined
after giving effect to the reduction specified in clause (B); (D) the Call
Warrants that relate to the reduction specified in clause (B) shall remain
outstanding; and (E) the excess of the tender offer proceeds over the Call Price
shall be allocated in proportion to the amount of Call Warrants deemed exercised
as set forth in clause (A) above or, if the Call Price exceeds the tender offer
proceeds the amount of such excess shall be paid by the exercising Warrant
Holders pro rata in respect to their proportionate exercises of Call Warrants.]

            (v) [If the tender offer is terminated by the Underlying Securities
      Issuer or any other tender offeror without consummation thereof or if all
      tenders by the Trust of Underlying Securities are otherwise rejected, then
      (1) the Call Notices will be of no further force and effect, and (2) any
      Call Warrants relating to such Call Notices will not be exercised and will
      remain outstanding.]

            Section 6. Trustee's Fees. (a) As compensation for its services
hereunder, the Trustee shall be entitled to the Trustee Fee and any amounts
payable under clauses 5(a)(iii) and 5(b)(iv) above. The Trustee Fee shall be
paid by the Depositor and not from Trust Property. The Trustee shall bear all
Ordinary Expenses. Failure by the Depositor to pay such amount shall not entitle
the Trustee to any payment or reimbursement from the Trust, nor shall such
failure release the Trustee from the duties it is required to perform under the
Trust Agreement.

            (b) Extraordinary Expenses shall not be paid out of the Trust
Property unless all the holders of the Class A-1 Certificates and Class A-2
Certificates then outstanding have directed the Trustee to incur such
Extraordinary Expenses. The Trustee may incur other Extraordinary Expenses if
any lesser percentage of the Certificateholders requesting such action pursuant
hereto reimburse the Trustee for the cost thereof from their own funds in
advance. If Extraordinary Expenses are not approved unanimously as set forth in
the first sentence of this Section 6(b), such Extraordinary Expenses shall not
be an obligation of the Trust, and the Trustee shall not file any claim against
the Trust therefor notwithstanding failure of Certificateholders to reimburse
the Trustee.

            Section 7. [Optional Exchange; Optional Call]. (a) On any (i)
Distribution Date, (ii) date on which a tender offer for some or all of the
Underlying Securities is consummated or (iii) date on which the Underlying
Securities are to be redeemed by the Underlying Securities Issuer, any holder of
Class A-1 Certificates and Class A-2 Certificates [and the related Call
Warrants, if Call Warrants related to such Certificates are outstanding,] may
exchange such Certificates [and, if applicable, Call Warrants,] for a
distribution of Underlying Securities representing the same percentage of the
Underlying Securities as such Certificates represent of all outstanding
Certificates. [On any Call Date, any Warrant Holder may exchange Called
Certificates for a distribution of Underlying Securities representing the same
percentage


                                      -13-
<PAGE>

of Underlying Securities as such Called Certificates represent of all
outstanding Certificates; provided, however, that any such exchange shall either
(x) result from an exercise of all Call Warrants owned by such Warrant Holder or
(y) occur on a Call Date on which such Warrant Holder, alone or together with
one or more other Warrant Holders, shall exchange Called Certificates relating
to Underlying Securities having an aggregate principal amount equal to or in
excess of the product of (i) 0.1 and (ii) the aggregate principal amount of the
Underlying Securities deposited into the Trust on the Closing Date.]

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

            (i) A notice specifying the number of Certificates being surrendered
      and the Optional Exchange Date shall be delivered to the Trustee no less
      than 5 days (or such shorter period acceptable to the Trustee) but not
      more than 30 days before the Optional Exchange Date; [ provided, however,
      that for an Optional Exchange to occur on a Call Date, unless otherwise
      specified therein, the Call Notice shall be deemed to be the notice
      required hereunder.]

            (ii) Certificates [and, if applicable, the Call Warrants,] shall be
      surrendered to the Trustee no later than 10:00 a.m. (New York City time)
      on the Optional Exchange Date; [provided that for an Optional Exchange to
      occur on a Call Date, payment of the Call Price to the Warrant Agent
      pursuant to Section 1.1(a)(iii) of the Warrant Agent Agreement shall
      satisfy the requirement to surrender Certificates].

            (iii) Class A-1 Certificates and Class A-2 Certificates representing
      a like percentage of all Class A-1 Certificates and Class A-2 Certificates
      shall be surrendered.

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

            (v) If the Certificateholder is the Depositor or any Affiliate of
      the Depositor, (1) the Trustee shall have received a certification from
      the Certificateholder that any Certificates being surrendered have been
      held for at least six months, and (2) the Certificates being surrendered
      may represent no more than [_]% (or [_]% in the case of Certificates
      acquired by the Underwriters but never distributed to investors) of the
      then outstanding Certificates.

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

            (vii) The provisions of Section 4.07 of the Standard Terms shall not
      apply to an Optional Exchange pursuant to this Section 7(b). This Section
      7(b) shall not provide any person with a lien against, an interest in or a
      right to specific performance with respect to the Underlying Securities;
      provided that satisfaction of the conditions set forth in this Section
      7(b) shall entitle the Certificateholder [or Warrant Holder, as
      applicable,] to a distribution thereof.


                                      -14-
<PAGE>

            (viii) The aggregate principal amount of Certificates exchanged in
      connection with any Optional Exchange pursuant to this Section shall be in
      an amount that will entitle the Certificateholders thereof to Underlying
      Securities in an even multiple of the minimum denomination of such
      Underlying Securities.

            (ix) In the event such Optional Exchange shall occur prior to the
      Distribution Date in [______] 20[__], the Certificateholders shall have
      paid to the Trustee, for distribution to the Depositor, on the Optional
      Exchange Date an amount equal to the sum obtained by multiplying the
      amount of accrued interest on the Underlying Securities from [____],
      200[_] through, but excluding, the Closing Date by a fraction, the
      numerator of which shall be the Certificate Principal Balance of
      Certificates being exchanged on such Optional Exchange Date and the
      denominator of which shall be the aggregate outstanding Certificate
      Principal Balance of the Certificates.

            (c) [Concurrently with the execution of this Series Supplement, the
Trustee, on behalf of the Trust, shall execute the Warrant Agent Agreement and
the Call Warrants, dated as of the date hereof and substantially in the form of
Exhibit B 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.]

            (d) [Call Warrants may be exercised by the Warrant Holder in whole
or in part on any Call Date. In addition to the conditions set forth in Section
1.1 of the Warrant Agent Agreement, the following conditions shall apply to any
Optional Call.]

            (i) [An opinion of counsel to the Warrant Holder shall have been
      delivered to the Rating Agencies, in form satisfactory to the Rating
      Agencies, indicating that payment of the Call Price shall not be
      recoverable as a preferential transfer or fraudulent conveyance under the
      United States Bankruptcy Code. Such opinion may contain customary
      assumptions and qualifications.]

            (ii) [The Warrant Holder shall have provided a certificate of
      solvency to the Trustee.]

            (iii) [Upon receipt of a Call Notice, the Trustee shall provide a
      conditional call notice to the Depository not less than three Business
      Days prior to the Call Date.]

            (iv) [Delivery of a Call Notice does not give rise to an obligation
      on the part of the Warrant Holder to pay the Call Price. If, by 10:00 a.m.
      (New York City time) on the Call Date, the Warrant Holder has not paid the
      Call Price (except in connection with a Call Notice relating to a tender
      offer for or redemption of the Underlying Securities), then the Call
      Notice shall automatically expire and none of the Warrant Holder, the
      Warrant Agent or the Trustee shall have any obligation with respect to the
      Call Notice. The expiration of a Call Notice shall in no way affect the
      Warrant Holder's right to deliver a Call Notice at a later date. The Call
      Price for a call in connection with a tender offer or redemption shall be
      deducted from the proceeds of a tender offer or redemption by the Trust
      pursuant to Sections 5(h)(iii) or 7(g)(iii), as applicable.]


                                      -15-
<PAGE>

            (v) [Subject to receipt of the Call Price, the Trustee shall pay the
      Call Price to the Certificateholders on the Call Date. The Call Price for
      each Class of Certificates in respect of partial calls shall be allocated
      pro rata to the Certificateholders of such Class.]

            (vi) [The Trustee shall not consent to any amendment or modification
      of this Agreement (including the Standard Terms) which would adversely
      affect the Warrant Holders (including, without limitation, any alteration
      of the timing or amount of any payment of the Call Price or any other
      provision of this Agreement in a manner adverse to the Warrant Holders)
      without the prior written consent of 100% of the Warrant Holders. For
      purposes of this clause, no amendment, modification or supplement required
      to provide for any purchase by the Trustee of additional Underlying
      Securities and authentication and delivery by the Trustee of additional
      certificates and call warrants pursuant to Section 3(d) shall be deemed to
      adversely affect the Warrant Holders.]

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

            (e) [This Section 7 shall not provide the Warrant Holder with a lien
against, an interest in or a right to specific performance with respect to the
Underlying Securities; provided that satisfaction of the conditions set forth in
Section 7(b) shall entitle the Certificateholders or Warrant Holder, as
applicable, to a distribution thereof.]

            (f) [The rights of the Certificateholders under the Trust Agreement
and the Certificates are limited by the terms, provisions and conditions of the
Trust Agreement, the Warrant Agent Agreement and the Call Warrants with respect
to the exercise of the Call Warrants by the Warrant Holder. The
Certificateholders, by their acceptance of Certificates, covenant and agree to
tender any and all Called Certificates to the Trustee upon the Warrant Holder's
exercise of Call Warrants and payment of the Call Price for such Certificates in
accordance with the provisions hereof and of the Warrant Agent Agreement.]

            (g) (i) [If the Trustee receives notice of a redemption by the
Underlying Securities Issuer for some or all of the Underlying Securities, the
Trustee shall, within three Business Days, notify the Warrant Agent and forward
to the Warrant Agent copies of all materials received by the Trustee in
connection therewith. Any Warrant Holder that desires to call Underlying
Securities in connection with a redemption by the Underlying Securities Issuer
shall send a Call Notice to the Trustee no later than seven Business Days prior
to the date such Underlying Securities are to be redeemed.]

            (ii) [The Call Date and Optional Exchange Date for any exercise of
      Call Warrants in connection with a redemption by the Underlying Securities
      Issuer shall be deemed to be the Business Day on which such Underlying
      Securities are redeemed by the Underlying Securities Issuer.]

            (iii) [The Call Price shall be deducted from the redemption proceeds
      and paid to the holders of the Class A-1 Certificates and Class A-2
      Certificates pro rata in accordance with the provisions of Section
      7(d)(v), and the excess of the redemption


                                      -16-
<PAGE>

      proceeds over the Call Price shall be paid to the exercising Warrant
      Holders pro rata in respect to their proportionate exercises of Call
      Warrants.]

            (iv) [If fewer than all Underlying Securities are redeemed by the
      Underlying Securities Issuer and the amount of Call Warrants exercised
      corresponds to a number of Class A-1 and Class A-2 Certificates that could
      be exchanged in an Optional Exchange for a principal amount of Underlying
      Securities that exceeds the principal amount of Underlying Securities
      actually redeemed, then, unless otherwise directed by any exercising
      Warrant Holder, (A) the amount of Call Warrants exercised shall be reduced
      to an amount that corresponds to a number of Class A-1 and Class A-2
      Certificates that could be exchanged in an Optional Exchange for the
      principal amount of Underlying Securities redeemed by the Underlying
      Securities Issuer (without regard to any restrictions on the amount to be
      exchanged); (B) each Warrant Holder's exercise shall be reduced by its
      share (proportionate to the amount specified in its exercise notice) of
      the amount of such excess; (C) the Call Price shall be determined after
      giving effect to the reduction specified in clause (B); (D) the Call
      Warrants that relate to the reduction specified in clause (B) shall remain
      outstanding; and (E) the excess of the redemption proceeds over the Call
      Price shall be allocated in proportion to the amount of Call Warrants
      deemed exercised as set forth in clause (A) above.]

            (v) [If the Underlying Securities are not redeemed by the Underlying
      Securities Issuer for any reason, then (1) the Call Notices will be of no
      further force and effect, and (2) any Call Warrants relating to such Call
      Notices will not be exercised and will remain outstanding.]

            Section 8. Notices of Events of Default. As promptly as practicable
after, and in any event within 30 days after, the occurrence of any Event of
Default actually known to the Trustee, the Trustee shall give notice of such
Event of Default to the Depository, or, if any Certificates are not then held by
DTC or any other depository, directly to the registered holders of such
Certificates and to the Warrant Agent. However, except in the case of an Event
of Default relating to the payment of principal of or interest on any of the
Underlying Securities, the Trustee will be protected in withholding such notice
if in good faith it determines that the withholding of such notice is in the
interest of the Certificateholders.

            Section 9. Miscellaneous. (a) The provisions of Section 4.04,
Advances, of the Standard Terms shall not apply to the [____] [Backed] Series
200[_]-[_] Certificates.

            (b) The provisions of Section 4.07, Optional Exchange, of the
Standard Terms shall not apply to the [____] [Backed] Series 200[_]-[_]
Certificates.

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

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

            (e) [The provisions of Section 3.07(d) of the Standard Terms shall
not apply to the [____] [Backed] Series 200[_]-[_] Certificates.]


                                      -17-
<PAGE>

            (f) If the Trustee has not received payment with respect to a
Collection Period on the Underlying Securities on or prior to the related
Distribution Date, such distribution will be made promptly upon receipt of such
payment. No additional amounts shall accrue on the Certificates or be owed to
Certificateholders as a result of such delay; provided, however, that any
additional interest owed and paid by the Underlying Securities Issuer as a
result of such delay shall be paid to the Class A-1 Certificateholders [and
Class A-2 Certificateholders] pro rata in proportion to their respective
entitlements to such delayed payments.

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

            (h) The Trust may not engage in any business or activities other
than in connection with, or relating to, the holding, protecting and preserving
of the Trust Property and the issuance of the Certificates [and the Call
Warrants,] and other than those required or authorized by the Trust Agreement or
incidental and necessary to accomplish such activities. The Trust may not issue
or sell any certificates or other obligations other than the Certificates [and
the Call Warrants] or otherwise incur, assume or guarantee any indebtedness for
money borrowed. Notwithstanding Section 3.05 of the Standard Terms, funds on
deposit in the Certificate Account shall not be invested. Section 2.01(f) of the
Standard Terms shall be superseded by this provision.

            (i) [Notwithstanding anything in the Trust Agreement to the
contrary, the Trustee may be removed upon 60 days prior written notice delivered
by the holders of Class A-1 Certificates and Class A-2 Certificates representing
the Required Percentage-Removal.]

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

            (k) In relation to Section 7.01(f) of the Standard Terms, any
periodic reports filed by the Trustee pursuant to the Exchange Act in accordance
with the customary practices of the Depositor, need not contain any independent
reports.

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

            (m) [The Trustee shall promptly notify each Rating Agency upon its
obtaining actual knowledge of the occurrence of a Defeasance (as defined in the
Indenture) with respect to the Underlying Securities Issuer.]

            (n) The Trust will not merge or consolidate with any other entity
without confirmation from each Rating Agency that such merger or consolidation
will not result in the qualification, reduction or withdrawal of its
then-current rating on the Certificates and subject to an Opinion of Counsel to
the effect that such merger or consolidation will not affect the status of the
Trust for U.S. federal, state and local income and franchise tax purposes, or
any other tax consequences to the Trust or Certificateholders, as specified in
the related Prospectus Supplement.


                                      -18-
<PAGE>

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

            If to the Depositor, to:

                  Select Asset Inc.
                  745 Seventh Avenue
                  New York, New York 10019
                  Attention:  Fixed Income Structured Credit Trading
                  Telephone:  (212) 526-7000
                  Facsimile:  (212) 526-0943

            If to the Trustee [or the Warrant Agent,] to:

                  [______________]
                  [______________]
                  [______________]
                  Attention: [_______]
                  Telephone: [________]
                  Facsimile: [________]

            If to the Rating Agencies, to:

                  [Fitch Ratings
                  One State Street Plaza
                  New York, New York 10004
                  Attention: [_________]
                  Telephone: [(212) ___-_____]
                  Facsimile: (212) ___-_____]

            and to:

                  [Moody's Investors Service, Inc.
                  99 Church Street
                  New York, New York 10007
                  Attention:  CBO/CLO Monitoring Department
                  Telephone:  (212) 553-1494
                  Facsimile:  (212) 553-0355]


                                      -19-
<PAGE>

            and to:

                  [Standard & Poor's Ratings Services
                  55 Water Street
                  New York, New York 10041
                  Attention:  Structured Finance Surveillance Group
                  Telephone:  (212) 438-2482
                  Facsimile:  (212) 438-2664]

            [If to the New York Stock Exchange, to:

                  New York Stock Exchange, Inc.
                  20 Broad Street
                  New York, New York 10005
                  Attention:  [________]
                  Telephone:  [________]
                  Facsimile:  [________]

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

            (p) [A Plan fiduciary, whether or not a Certificateholder at such
time, may request in writing that the Trustee provide such Plan fiduciary with
such information as shall be necessary for it to determine whether any of the
Call Warrant holders is (i) a "party in interest" (within the meaning of ERISA,
Section 3(14)); or (ii) a "disqualified person" within the meaning of Internal
Revenue Code ("Code") Section 4975(e)(2) with respect to any employee benefit
plan or Plan identified to the Trustee by such Plan fiduciary at the time such
request is made in order for the Plan fiduciary to determine whether an
investment in the Certificates by such Plan is or would be permissible under
ERISA or the Code. Any such written request of a Plan fiduciary shall be
accompanied by a certification of the Plan fiduciary, opinion of counsel
experienced in such issues, and such other documentation as the Trustee may
require, in order to establish that such disclosure is necessary for the Plan
fiduciary to determine compliance with ERISA and the Code, as well as a
confidentiality agreement, whereby the Plan fiduciary agrees not to disclose the
identity of any Call Warrant holders except to any legal or other experts as
necessary to make such determination. The holder of a Call Warrant shall upon
reasonable request of the Trustee, in order for the Trustee to satisfy its
obligations to a Plan fiduciary, provide the Trustee with any one or more of the
following, in the sole discretion of the Call Warrant holder: (i) a certificate
that each of the Call Warrant holders is not (x) a "party in interest" (within
the meaning of ERISA, Section 3(14)) with respect to any "employee benefit plan"
as defined in ERISA, Section 3(3); or (y) a "disqualified person" within the
meaning of Code Section 4975(e)(2) with respect to a "Plan" as defined in Code
Section 4975(e)(1) except in each case with respect to plans sponsored by the
Call Warrant holder or its affiliates which cover employees of the Call Warrant
holder and/or such affiliates; (ii) a certificate that each of the Call Warrant
holders is not such a "party in interest" or "disqualified person" with respect
to any employee benefit plan or


                                      -20-
<PAGE>

Plan identified to the Trustee by such Plan fiduciary at the time such request
is made; or (iii) a written consent to the limited disclosure of the respective
Call Warrant holder's identity to a specific Plan fiduciary solely for purposes
of allowing the Trustee to satisfy its obligations to a Plan fiduciary.]

            Section 10. Tax Treatment. Unless otherwise specified in the related
Prospectus Supplement, it is the intention of the parties hereto that the Trust
shall be treated as a grantor trust and shall not be treated as an association
(or other entity) taxable as a corporation for U.S. federal income tax purposes,
and it is the intention of the parties hereto that the Certificateholders shall
be treated for U.S. federal, state and local income and franchise tax purposes
as specified in the related Prospectus Supplement, and all parties hereto shall
so agree. The provisions of this Series Supplement shall be interpreted
consistently herewith.

            Section 11. Governing Law. THIS SERIES SUPPLEMENT AND THE
TRANSACTIONS DESCRIBED HEREIN SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND
PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF
LAWS PROVISIONS THEREOF.

            Section 12. Counterparts. This Series Supplement may be executed in
any number of counterparts, each of which shall be deemed to be an original, and
all such counterparts shall constitute but one and the same instrument.

            Section 13. Termination of the Trust. The Trust shall terminate upon
the earliest to occur of (i) the payment in full at maturity or sale by the
Trust after a payment default or an acceleration or other early payment of the
Underlying Securities and the distribution in full of all amounts due to the
Class A-1 Certificateholders and Class A-2 Certificateholders; [(ii) the
exercise of all outstanding Call Warrants by the Warrant Holder;] (iii) the
Final Scheduled Distribution Date and (iv) the expiration of 21 years from the
death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof.

            Section 14. Sale of Underlying Securities; Optional Exchange. In the
event of a sale of the Underlying Securities pursuant to Section 5(c) hereof [or
pursuant to the instructions of the Warrant Agent under Section 1.2 of the
Warrant Agent Agreement,] the Trustee shall direct the Market Agent to sell in
accordance with Sales Procedures, 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. In the event of an Optional Exchange,
the Trustee shall only deliver the Underlying Securities to the purchaser of
such Underlying Securities or sell the Underlying Securities pursuant to this
Section 13, as the case may be, against payment in same day funds deposited into
the Certificate Account.

            Section 15. Amendments. Notwithstanding anything in the Trust
Agreement to the contrary, in addition to the other restrictions on modification
and amendment contained therein, the Trustee shall not enter into any amendment
or modification of the Trust Agreement which would adversely affect in any
material respect the interests of the holders of any class of Certificates
without the consent of the holders of 100% of such class of Certificates;
provided, however, that no such amendment or modification will be permitted
which would affect the status of the Trust for U.S. federal, state and local
income and franchise tax purposes, or any other tax consequences to the Trust or
Certificateholders, as specified in the related Prospectus Supplement. Unless
otherwise agreed, the Trustee shall provide five Business Days written notice to
each Rating Agency before entering into any amendment or modification of the
Trust Agreement pursuant to this Section 15.

            Section 16. Voting of Underlying Securities, Modification of
Indenture. (a) The Trustee, as holder of the Underlying Securities, has the
right to vote and give consents


                                      -21-
<PAGE>

and waivers in respect of the Underlying Securities as permitted by the
Depository and except as otherwise limited by the Trust Agreement. In the event
that the Trustee receives a request from the Depository, the Underlying
Securities Trustee or the Underlying Securities Issuer for its consent to any
amendment, modification or waiver of the Underlying Securities, the Indenture or
any other document thereunder or relating thereto, or receives any other
solicitation for any action with respect to the Underlying Securities, the
Trustee shall mail a notice of such proposed amendment, modification, waiver or
solicitation to each Certificateholder of record as of such date. The Trustee
shall request instructions from the Certificateholders as to whether or not to
consent to or vote to accept such amendment, modification, waiver or
solicitation.

            (b) The Trustee shall consent or vote, or refrain from consenting or
voting, in the same proportion (based on the relative outstanding Certificate
Principal Balances of the Class A-1 Certificates and Class A-2 Certificates) as
the Certificates of the Trust were actually voted or not voted by the
Certificateholders thereof as of a date determined by the Trustee prior to the
date on which such consent or vote is required; provided, however, that,
notwithstanding anything in the Trust Agreement to the contrary, the Trustee
shall at no time vote on or consent to any matter (i) unless such vote or
consent would not (based on an opinion of counsel) affect the status of the
Trust for U.S. federal, state and local income and franchise tax purposes, or
any other tax consequences to the Trust or Certificateholders, as specified in
the related Prospectus Supplement, (ii) which would alter the timing or amount
of any payment on the Underlying Securities, including, without limitation, any
demand to accelerate the Underlying Securities, except in the event of a default
under the Underlying Securities or an event which with the passage of time would
become an event of default under the Underlying Securities and with the
unanimous consent of holders of all outstanding Class A-1 Certificates, Class
A-2 Certificates [and all Warrant Holders,] or (iii) which would result in the
exchange or substitution of any of the outstanding Underlying Securities
pursuant to a plan for the refunding or refinancing of such Underlying
Securities except in the event of a default under the Indenture and only with
the consent of Certificateholders representing 100% of the Class A-1
Certificates, 100% of the Class A-2 Certificates [and 100% of the Warrant
Holders]. The Trustee shall have no liability for any failure to act resulting
from Certificateholders' late return of, or failure to return, directions
requested by the Trustee from the Certificateholders.

            (c) In the event that an offer is made by the Underlying Securities
Issuer to issue new obligations in exchange and substitution for any of the
Underlying Securities, pursuant to a plan for the refunding or refinancing of
the outstanding Underlying Securities or any other offer is made for the
Underlying Securities, the Trustee shall notify the Class A-1
Certificateholders, Class A-2 Certificateholders and the Warrant Holders of such
offer promptly. [Subject to the rights of the Warrant Holders to exercise Call
Warrants in connection with a tender offer for the Underlying Securities,] the
Trustee must reject any such offer unless the Trustee is directed by the
affirmative vote of the holders of 100% of the Class A-1 Certificates, Class A-2
Certificates [and Call Warrants] to accept such offer and the Trustee has
received the tax opinion described above. If pursuant to the preceding sentence,
the Trustee accepts any such offer the Trustee shall promptly notify the Rating
Agencies.

            (d) If an event of default under the Indenture occurs and is
continuing, and if directed by a majority of the outstanding Class A-1
Certificateholders and Class A-2 Certificateholders, the Trustee shall vote the
Underlying Securities in favor of directing, or take such other action as may be
appropriate to direct, the Underlying Securities Trustee to declare


                                      -22-
<PAGE>

the unpaid principal amount of the Underlying Securities and any accrued and
unpaid interest thereon to be due and payable.

            Section 16. Additional Depositor Representation. It is the express
intent of the parties hereto that the conveyance of the Underlying Securities by
the Depositor to the Trustee be, and be construed as, a sale of the Underlying
Securities by the Depositor and not a pledge of any Underlying Securities by the
Depositor to secure a debt or other obligation of the Depositor. In the event
that, notwithstanding the aforementioned intent of the parties, any Underlying
Securities are held to be property of the Depositor, then, it is the express
intent of the parties that such conveyance be deemed a pledge of such Underlying
Securities by the Depositor to the Trustee to secure a debt or other obligation
of the Depositor, pursuant to Section 10.07 of the Standard Terms. In connection
with any such grant of a security interest in the Underlying Securities
(including any such grant in connection with any sale of additional Underlying
Securities pursuant to Section 3(d)), the Depositor hereby represents and
warrants to Trustee as follows:

            (i) In the event the Underlying Securities are held to be property
      of the Depositor, then the Trust Agreement creates a valid and continuing
      security interest (as defined in the applicable Uniform Commercial Code)
      in the Underlying Securities in favor of the Trustee which security
      interest is prior to all other liens, and is enforceable as such as
      against creditors of, and purchasers from, the Depositor.

            (ii) The Underlying Securities have been credited to a trust account
      (the "Securities Account") of the Trustee, or its authorized agent, in
      accordance with Section 2.01 of the Standard Terms. [IDENTIFY BY Name], as
      securities intermediary with respect to the Securities Account (in such
      capacity, the "Securities Intermediary"), has agreed to treat the
      Underlying Securities as "financial assets" within the meaning of the
      applicable Uniform Commercial Code.

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

            (iv) The Depositor has received all consents and approvals required
      by the terms of the Underlying Securities to the transfer to the Trustee
      of its interest and rights in the Underlying Securities as contemplated by
      the Trust Agreement.

            (v) The Depositor has taken all steps necessary to cause the
      Securities Intermediary to identify on its records the Trustee, as the
      trustee of the Trust, as the Person having a security entitlement to the
      Securities Account.

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


                                      -23-
<PAGE>

            (vii) The Securities Account is not in the name of any Person other
      than the Trustee. The Depositor has not consented to the compliance by the
      Securities Intermediary with entitlement orders (as defined in the
      applicable Uniform Commercial Code) of any Person other than the Trustee,
      as trustee of the Trust.


                                      -24-
<PAGE>

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

                                       SELECT ASSET INC.,
                                          as Depositor

                                       By:____________________________________
                                          Name:  [_____________________]
                                          Title:  [_____________________]


                                       [_____________________],
                                          not in its individual capacity but
                                          solely as Trustee on behalf of the
                                          [NAME] Trust Certificates [____]
                                          [Backed] Series 200[_]-[_] Trust


                                       By:____________________________________
                                          Name:  [_____________________]
                                          Title:  [_____________________]

<PAGE>

                                                                      SCHEDULE I

                        [____] [BACKED] SERIES 200[_]-[_]

                         UNDERLYING SECURITIES SCHEDULE

Title of Underlying

Securities:                  [___________].

Issuer:                      [_____________].

CUSIP Number:                [________].

Principal Amount Deposited:  $[_____].

Original Issue Date:         [______].

Principal Amount of
Underlying Securities
Originally Issued:           $[_______].

Maturity Date:               [________].

Interest Rate:               [_______].

Interest Payment Dates:      [______________], or the nextBusiness Day.