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                                                                         EX 10.3

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

                  This Assignment and Assumption Agreement, dated May 20, 2004
(this "Agreement"), is entered into by and among UBS AG, a Swiss banking
corporation (the "Swap Counterparty"), Corporate Asset Backed Corporation, a
Delaware corporation (the "Assignor"), and CABCO Series 2004-101 Trust (Goldman
Sachs Capital I), a trust created under the laws of the State of New York (the
"Assignee").

                                    RECITALS

                  WHEREAS, the Assignor entered into an ISDA Master Agreement
(including the schedule thereto) and a confirmation (the "Confirmation")
thereunder, with the Swap Counterparty, dated as of May 13, 2004, whereby the
Confirmation provided for, among other things, the Assignor to exchange interest
payments received by the Assignor in respect of the Underlying Securities for
the Floating Amounts from the Swap Counterparty;

                  WHEREAS, the Assignee entered into an ISDA Master Agreement
(including the schedule thereto) with the Swap Counterparty, dated as of the
date hereof;

                  WHEREAS, the Assignor desires to assign, transfer, and convey
its rights and obligations (excluding the one-time payment paid by the Assignor
to the Swap Counterparty) under the Confirmation to the Assignee in accordance
with the terms hereof; and

                  WHEREAS, the Assignee desires to acquire such rights and
obligations from the Assignor in accordance with the terms hereof.

                  NOW, THEREFORE, the undersigned, in consideration of the
premises, covenants, and agreements contained herein, do hereby agree as
follows:

                  1.       Definitions. Capitalized terms used but not defined
herein shall have the respective meanings ascribed to such terms in the
Confirmation.

                  2.       Assignment. Upon the execution of this Agreement by
the parties hereto, the Assignor hereby assigns, transfers, and conveys all of
the Assignor's rights) and obligations (excluding the one-time payment paid by
the Assignor to the Swap Counterparty) under the Confirmation to the Assignee.
Such transfer, conveyance, and assignment shall be effective as of the date
hereof.

                  3.       Assumption. Upon the execution of this Agreement by
the parties hereto, the Assignee hereby absolutely and irrevocably accepts the
foregoing assignment and hereby assumes to be solely liable and responsible for,
and covenants to be solely liable and responsible for any liability with respect
to the rights and obligations assigned to the Assignee pursuant to Section 2
hereof, arising on or after the date hereof, all

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subject to the terms and conditions of the Confirmation. Such acceptance,
assumption, and covenant shall be effective as of the date hereof.

                  4.       Future Cooperation. Each of the parties hereto agrees
to cooperate at all times from and after the date hereof with respect to all of
the matters described herein, and to execute such further assignments,
agreements, releases, assumptions, amendments, notifications, and other
documents as may be reasonably requested for the purpose of giving effect to, or
evidencing or giving notice of, the transactions contemplated by this Agreement.

                  5.       Binding Effect. This Agreement shall be binding upon,
and shall enure to the benefit of, the parties hereto and their respective
successors.

                  6.       Third Party Beneficiary. This Agreement is entered
into only for the benefit of the parties and their respective successors, and
nothing hereunder shall be deemed to constitute any person a third party
beneficiary to this Agreement.

                  7.       Further Assignment. No party may assign its interest
in this Agreement without the prior written consent of the other party.

                  8.       Execution in Counterparts. This Agreement may be
executed in counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same instrument.

                  9.       Severability. In case any provision in this Agreement
shall be declared or held invalid, illegal, or unenforceable, in whole or in
part, whether generally or in any particular jurisdiction, such provision shall
be deemed amended to the extent, but only to the extent, necessary to cure such
invalidity, illegality, or unenforceability, and the validity, legality, and
enforceability of the remaining provisions, both generally and in every other
jurisdiction, shall not in any way be affected or impaired thereby.

                  10.      Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. ANY LEGAL
SUIT, ACTION, OR PROCEEDING AGAINST ANY PARTY ARISING OUT OF OR RELATING TO THIS
AGREEMENT SHALL BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE BOROUGH OF
MANHATTAN, CITY OF NEW YORK. EACH PARTY HEREBY (A) IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION, OR PROCEEDING
BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, AND (B) IRREVOCABLY SUBMITS TO
THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION, OR PROCEEDING.

                                       2
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                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.

                                           UBS AG

                                           By: /s/ James B. Fuqua
                                               ---------------------------------
                                               Name:  James B. Fuqua
                                               Title: Director and Counsel
                                                      Region Americas Legal
                                                      Fixed Income Section

                                           By: /s/ Bryan Murtagh
                                               ---------------------------------
                                               Name:  Bryan Murtagh
                                               Title: Executive  Director &
                                                      Managing Attorney
                                                      Region Americas Legal
                                                      Fixed Income Section

                                           CORPORATE ASSET BACKED CORPORATION

                                           By: /s/ James Hausmann
                                               ---------------------------------
                                               Name: James Hausmann
                                               Title:  Vice President

                                           CABCO SERIES 2004-101 TRUST
                                           (GOLDMAN SACHS CAPITAL I)

                                           By: U.S. Bank Trust National
                                               Association, not in its
                                               individual capacity but solely
                                               as Trustee

                                           By: /s/ David J. Kolibachuk
                                               ---------------------------------
                                               Name:  David J. Kolibachuk
                                               Title: Vice President