Exhibit 4.1



                STRATS(SM) CERTIFICATES SERIES SUPPLEMENT 2005-6

                                    between





                   SYNTHETIC FIXED-INCOME SECURITIES, INC.,
                                  as Trustor





                                      and





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







     STRATS(SM) TRUST FOR DOMINION RESOURCES, INC. SECURITIES, SERIES 2005-6



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                               TABLE OF CONTENTS

                                                                          Page

PRELIMINARY STATEMENT........................................................1

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

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

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

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

Section 5.  Certificate Stated Amount and Denominations......................6

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

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

Section 8.  Swap Payments; Collateral Account................................7

Section 9.  Certain Provisions of Base Trust Agreement Not Applicable........7

Section 10. Distributions....................................................7

Section 11. Termination of Trust............................................10

Section 12. Limitation of Powers and Duties.................................10

Section 13. Compensation of Trustee.........................................11

Section 14. Modification or Amendment of the Base Trust Agreement,
            the Series Supplement or the Swap Agreement.....................12

Section 15. Assignment of Rights under the Swap Agreement...................12

Section 16. Accounting......................................................13

Section 17. No Investment of Amounts Received on Underlying Securities......13

Section 18. No Event of Default.............................................13

Section 19. Notices.........................................................13

Section 20. Access to Certain Documentation.................................14

Section 21. Advances........................................................14


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Section 22. Ratification of Agreement.......................................14

Section 23. Counterparts....................................................14

Section 24. Governing Law...................................................14

Section 25. Certificate of Compliance.......................................14

Section 26. Certain Filing to be Made by the Trustee........................14

Section 27. Establishment of Accounts.......................................15

Section 28. Statement of Intent.............................................15

Section 29. Filing of Partnership Returns...................................15

Section 30. "Financial Assets" Election.....................................16

Section 31. Trustee's Entitlement Orders....................................16

Section 32. Conflict with Other Agreements..................................16

Section 33. Additional Trustee and Securities Intermediary Representations..16

Section 34. Additional Trustor Representations..............................17

Section 35. Certification Requirements......................................17

Section 36. Additional Rights of the Swap Counterparty......................17

Section 37. Modification of Certain Provisions of Base Trust Agreement......17

Section 38. Evidence of Integration for Tax Purposes........................18

Section 39. Optional Exchange...............................................18


Exhibit A -- Identification of the Underlying Securities as of Closing Date
Exhibit B -- Terms of the Certificates as of Closing Date
Exhibit C -- Form of Certificates
Exhibit D -- Form of Swap Agreement
Exhibit E -- Evidence of Integration for Tax Purposes


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      STRATS(SM) SERIES SUPPLEMENT 2005-6, dated as of November 21, 2005 (this
      "Series Supplement"), between SYNTHETIC FIXED-INCOME SECURITIES, INC., a
      Delaware corporation, as Trustor (the "Trustor"), and U.S. Bank Trust
      National Association, a national banking association, as trustee (the
      "Trustee") and as securities intermediary (the "Securities
      Intermediary").


                             PRELIMINARY STATEMENT

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

            Pursuant to this Series Supplement, the Trustor and the Trustee
shall create and establish a new trust to be known as STRATS(SM) Trust For
Dominion Resources, Inc. Securities, Series 2005-6, and a new Series of trust
certificates to be issued thereby, which certificates shall be known as the
STRATS(SM) Certificates, Series 2005-6, and the Trustor and the Trustee shall
herein specify certain terms and conditions in respect thereof. The Trust
shall also enter into a swap agreement (the "Swap Agreement") pursuant to
which the Trust will exchange interest payments due on the Underlying
Securities for payments from the Swap Counterparty which will be passed
through to the Certificateholders.

            The STRATS(SM) Certificates, Series 2005-6 shall be floating rate
Certificates (the "Certificates") issued in the form thereof set forth in
Exhibit C.

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

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

            (b) Pursuant to Article I of the Base Trust Agreement, the meaning
of certain defined terms used in the Base Trust Agreement shall, when applied
to the trust certificates of a particular Series, be as defined in Article I
but with such additional provisions and modifications


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as are specified in the related series supplement. With respect to the
Certificates, the following definitions shall apply:

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

            "Accounts":  Collectively the Certificate Account and the
Collateral Account.

            "Affected Party":  Shall have the meaning provided under the
Swap Agreement.

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

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

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

            "Calculation Agent": Wachovia Bank, National Association, in its
capacity as calculation agent under the Swap Agreement.

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

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

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

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

            "Closing Date":  November 21, 2005.

            "Collateral Account": With respect to this Series, the Eligible
Account, which shall be a securities account established and maintained by the
Securities Intermediary in the Trustee's name, to which any Posted Collateral
and all proceeds thereof shall be credited in accordance with the Swap
Agreement.

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

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

            "Defaulting Party": Shall have the meaning provided under the Swap
Agreement.

            "Depositary":  The Depositary Trust Company.

            "Depositor": The Trustor acting specifically with respect to the
conveyance of the Underlying Securities under this Series Supplement.

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

            "Interest Collections": For any Distribution Date, the sum of (i)
all amounts received during the Collection Period ending on such Distribution
Date from the Swap Counterparty pursuant to the Swap Agreement and (ii) any
amounts representing interest on the Underlying Securities that are actually
received by the Trust pursuant to the Underlying Securities on such
Distribution Date and not required to be paid to the Swap Counterparty
pursuant to the Swap Agreement.

            "Maturity Date":  June 15, 2035.

            "Optional  Exchange":  Any exchange of  Certificates  held by the
Depositor for Underlying Securities under Section 39 of this Series
Supplement.

            "Payment Default": A default by the Underlying Securities Issuer
in the payment of any amount due on the Underlying Securities after the same
becomes due and payable on any Underlying Securities Payment Date (and the
expiration of any applicable grace period on the Underlying Securities).

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

            "Posted Collateral":  Shall have the meaning provided under the
Swap Agreement.

            "Rating  Agency":  S&P and any  successor  thereto.  References
to "the Rating Agency" in the Agreement shall be deemed to be such credit
rating agency.

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

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

            "Scheduled Distribution Date": (i) For so long as the Swap
Agreement shall not have been terminated the 15th day of each calendar month,
or, if any such day is not a Business Day, then the immediately following
Business Day, commencing December 15, 2005, until the


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date on which the Certificates have been retired; provided, however, that
payment on each Scheduled Distribution Date shall be subject to prior payment
of interest or principal, as applicable, on the Underlying Securities or

            (ii) upon the occurrence of a Swap Agreement Termination Event
that is not also a Trust Termination Event, Scheduled Distribution Dates will
thereafter occur semi-annually on each February 15 and August 15, or the
immediately following Business Day, until the Certificates have been retired.

            "SEC Reporting Failure": Any circumstance in which the Underlying
Securities Issuer either (x) states in writing that it intends permanently to
cease filing periodic reports required under the Securities Exchange Act of
1934 or (y) fails to file its required periodic reports for any quarterly
reporting period, and (2) the Trustor determines after consultation with the
Securities and Exchange Commission, that under applicable securities laws,
rules or regulations the Trust must be liquidated or the Underlying Securities
distributed.

            "Specified Currency":  United States Dollars.

            "Swap Agreement": The ISDA Master Agreement dated as of the
Closing Date, between the Trust and the Swap Counterparty (including the
Schedule thereto) as supplemented by Confirmation Number 1267407, 1267408, in
the form attached hereto as Exhibit D.

            "Swap Agreement Termination Event": The occurrence of any "Event
of Default" or "Termination Event" under the Swap Agreement.

            "Swap  Counterparty":  Wachovia Bank, N.A., or any permitted
successor or assign thereto.

            "Trust":  STRATSSM Trust For Dominion Resources, Inc. Securities,
Series 2005-6.

            "Trust Termination Event": (a) the payment in full at maturity or
upon early redemption of the Certificates, (b) the final distribution of the
proceeds received upon a recovery on the Underlying Securities (after
deducting the costs incurred in connection therewith) after an Acceleration or
other default with respect to the Underlying Securities (and the expiration of
any applicable grace period on the Underlying Securities), (c) the
distribution (or liquidation and distribution) of the Underlying Securities in
accordance with Section 10(i) hereof in the event of an SEC Reporting Failure,
(d) any Swap Agreement Termination Event pursuant to which the Trust is the
Defaulting Party or an Affected Party and amounts are owed by the Trust under
the Swap Agreement that are in excess of the redemption proceeds or other
current distributions on the Underlying Securities or (e) any Optional
Exchange of all Certificates then outstanding.

            "Underlying Securities": As of the Closing Date, $25,000,000 of
Series B 5.95% Senior Notes due 2035 issued by the Underlying Securities
Issuer, sold to the Trustee by Wachovia Securities and identified on Exhibit A
hereto.

            "Underlying Securities Default Distribution Date": The date on
which the Trustee makes a final distribution of the proceeds received in
connection with a recovery on the


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Underlying Securities (in the case of Payment Default, after deducting any
costs incurred in connection therewith) following a Payment Default or an
Acceleration or other default with respect to the Underlying Securities.

            "Underlying Securities Issuer":  Dominion Resources, Inc.

            "Underlying Securities Payment Date": The 15th day of each
February and August ending on June 15, 2035; provided, however, that if any
Underlying Securities Payment Date would otherwise fall on a day that is not a
Business Day, such Underlying Securities Payment Date will be the following
Business Day.

            "Underlying Securities Redemption Distribution Date": Any date on
which the payment of the principal of the Underlying Securities, either in
whole or in part, is paid to the Trustee.

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

            "Unpaid Amounts": As to the Trust or the Swap Counterparty,
respectively, an amount equal to the regular scheduled payments that such
party is otherwise required to make under the Swap Agreement, through, but
excluding, the date on which the Swap Agreement is terminated.

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

            "Wachovia Securities":  Wachovia Capital Markets, LLC.

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

            (b) The Trustor, acting as Depositor, does hereby sell, assign,
convey and set-over to the Trustee, on behalf and for the benefit of the
Trust, the Underlying Securities at a purchase price of $24,727,833 in cash.
The Trustee shall pay the full purchase price for the Underlying Securities by
delivering to Wachovia Securities, for the account of the Depositor, and as
the assignee of Depositor with respect to such amounts, (i) $24,083,250 on the
Closing Date and (ii) $644,583 on December 15, 2005, which represents the
accrued and unpaid interest of the Underlying Securities on the Closing Date.
The amounts to be paid to Wachovia Securities set forth in clause (i) above,
shall be paid from the proceeds of the issuance of the Certificates to be
received by the Trustee on the Closing Date. The amounts to be paid to
Wachovia Securities set forth in clause (ii) above, shall be paid from the
interest payment on the Underlying Securities to be received by the Trustee on
December 15, 2005. In the event that such interest payment on the Underlying
Securities is not received by the Trustee on such date or is otherwise
insufficient to pay such amount of accrued and unpaid interest to Wachovia
Securities, Wachovia Securities, for the account of the Depositor, and as
assignee of Depositor with respect to such amounts, shall have a claim for the
unpaid portion of such amount and shall share pari passu with


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Certificateholders to the extent of such claim in the proceeds from the sale
or recovery of the Underlying Securities. The Trustor hereby instructs the
Trustee on behalf of and for the benefit of the Trust to enter into and
execute the Swap Agreement and perform the obligations thereunder on behalf of
the Trust, including, but not limited to, receiving and returning any
collateral posted by the Swap Counterparty in accordance with the Swap
Agreement.

            (c) The Trustee hereby (i) acknowledges such sale, deposit and
delivery, pursuant to subsection (b) above, and receipt by it of the
Underlying Securities, (ii) acknowledges receipt of the duly authorized and
executed Swap Agreement, (iii) accepts the trusts created hereunder in
accordance with the provisions hereof and of the Base Trust Agreement but
subject to the Trustee's obligation, as and when the same may arise, to make
any payment or other distribution of the assets of the Trust as may be
required pursuant to this Series Supplement, the Base Trust Agreement, the
Certificates and the Swap Agreement, and (iv) agrees to perform the duties
herein or therein required and any failure to receive reimbursement of
expenses and disbursements under Section 13 hereof shall not release the
Trustee from its duties herein or therein.

            Section 3. Designation. There is hereby created a Series of trust
certificates to be issued pursuant to the Base Trust Agreement and this Series
Supplement to be known as the "STRATS(SM) Certificates, Series 2005-6". The
Certificates shall have the terms provided for in this Series Supplement. The
Certificates shall be issued in the amount set forth in Section 5 and with the
additional terms set forth in Exhibit B to this Series Supplement. The
Certificates shall be issued in substantially the form set forth in Exhibit C
to this Series Supplement with such necessary or appropriate changes as shall
be approved by the Trustor and the Trustee, such approval to be manifested by
the execution and authentication thereof by the Trustee. The Certificates
shall evidence undivided ownership interests in the assets of the Trust,
subject to the liabilities of the Trust and shall be payable solely from
payments or property received by the Trustee on or in respect of the
Underlying Securities and the Swap Agreement.

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

            Section 5. Certificate Stated Amount and Denominations. On the
Closing Date, up to 1,000,000 Certificates with an aggregate Stated Amount of
$25,000,000 may be authenticated and delivered under the Base Trust Agreement
and this Series Supplement. The Stated Amount of the Certificates shall equal
100% of the initial principal amount of Underlying Securities sold to the
Trustee and deposited in the Trust. Such Stated Amount shall be calculated
without regard to Certificates authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Certificates pursuant
to Sections 5.3, 5.4 or 5.5 of the Base Trust Agreement.

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


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

            Section 8. Swap Payments; Collateral Account. (a) The Trust shall
pay to the Swap Counterparty (i) for so long as the Swap Agreement shall not
have been terminated, an amount equal to all interest payments received by the
Trust in respect of the Underlying Securities on each Underlying Securities
Payment Date or on any other date such amounts are received by the Trust,
excluding any amount of interest that accrued with respect to the Underlying
Securities from the Underlying Securities Payment Date immediately preceding
the Closing Date to, but excluding, the Closing Date and (ii) all other
amounts owing to the Swap Counterparty under the Swap Agreement to the extent
Trust assets are sufficient therefor, including but not limited to all Unpaid
Amounts upon the occurrence of any Swap Agreement Termination Event

            (b) The Trustee shall within 3 Business Days of the Closing Date
establish the Collateral Account. Any and all amounts at any time on deposit
in the Collateral Account shall be held in trust by the Trustee for the
benefit of Certificateholders and the Swap Counterparty; provided, that, the
only permitted withdrawal from or application of funds on deposit in, or
otherwise to the credit of, the Collateral Account shall be (i) for
application to obligations of the Swap Counterparty to the Trust under the
Swap Agreement in accordance with the terms of the Swap Agreement or (ii) to
return Posted Collateral to the Swap Counterparty when and as required by the
Swap Agreement, which the Trustee shall return to the Swap Counterparty in
accordance with the related Swap Agreement.

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

            Section 10. Distributions. (a) On each Distribution Date so long
as no Swap Agreement Termination Event has occurred for which the Trust is the
Defaulting Party or an Affected Party, the Trustee shall distribute to the
Certificateholders the Interest Collections. On the Maturity Date, and to the
extent received on any other Scheduled Distribution Date or any Underlying
Securities Redemption Distribution Date, so long as no Swap Agreement
Termination Event has occurred for which the Trust is the Defaulting Party or
an Affected Party, the Trustee shall distribute to the Certificateholders, the
principal amount of the Underlying Securities to the extent the principal of
the Underlying Securities is received by the Trustee on such date or during
the related Collection Period plus any accrued interest thereon.

            (b) If a Swap Agreement Termination Event has occurred for which
the Trust is the Defaulting Party or an Affected Party, the Trustee, first,
shall distribute all collections received on the Underlying Securities to the
Swap Counterparty until all amounts owing to the


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Swap Counterparty under the Swap Agreement for payments in connection with
such Swap Agreement Termination Event (including any Unpaid Amounts) have been
paid in full and, second, shall distribute all remaining amounts to the
Certificateholders. If the distribution in the preceding sentence is
insufficient to pay in full all amounts owing to the Swap Counterparty, the
Trustee shall proceed to liquidate or distribute the Underlying Securities in
accordance with Section 10(h). Upon any liquidation of the Underlying
Securities, the Trustee, first, shall distribute the proceeds thereof to the
Swap Counterparty until all amounts owing to the Swap Counterparty have been
paid in full and, second, shall distribute all remaining amounts to the
Certificateholders. In the event of a Swap Agreement Termination Event, after
paying all amounts due to the Swap Counterparty as set forth in the first
sentence of this Section 10(b), if no Trust Termination Event has occurred,
all Interest Collections shall thereafter be distributed to Certificateholders
on each applicable Distribution Date. If a Swap Agreement Termination Event
has occurred for which the Swap Counterparty is the Defaulting Party or the
only Affected Party, notwithstanding the termination of the Swap Agreement,
the Trustee shall distribute any Unpaid Amounts to the Swap Counterparty from
Interest Collections on the Underlying Securities.

            (c) In all cases hereunder, if any payment with respect to the
Underlying Securities is made to the Trustee after the Underlying Securities
Payment Date on which such payment was due, the Trustee shall distribute such
amount received on the Business Day following such receipt.

            (d) In the event of a Payment Default while the Swap Agreement is
in effect and if any payment is due to the Swap Counterparty, the Underlying
Securities will be liquidated in accordance with Section 10(h). Otherwise, in
the event of a Payment Default, the Trustee shall proceed against the
Underlying Securities Issuer on behalf of the Certificateholders to enforce
the Underlying Securities or otherwise to protect the interests of the
Certificateholders, subject to the receipt of indemnity in form and substance
satisfactory to the Trustee; provided, that Holders of the Certificates
representing a majority of the Voting Rights on the Certificates will be
entitled to direct the Trustee in any such proceeding or direct the Trustee to
sell the Underlying Securities, subject to the Trustee's receipt of
satisfactory indemnity.

            (e) In the event of an Acceleration and a corresponding payment on
the Underlying Securities prior to any liquidation of the Underlying
Securities hereunder, the Trustee shall distribute the proceeds to the
Certificateholders no later than two (2) Business Days after the receipt of
immediately available funds pursuant to Section 10(b).

            (f) In the event the Trustee receives property other than cash in
respect of the Underlying Securities such property will be applied first, to
the Swap Counterparty until all amounts owing to the Swap Counterparty have
been paid in full and, second, to the Certificateholders. Property other than
cash will be liquidated by the Trustee, and the proceeds thereof distributed
in cash, to the extent necessary to pay to the Swap Counterparty all amounts
owed to it under the Swap Agreement and, thereafter, to the extent necessary
to avoid distribution of fractional securities to Certificateholders. In-kind
distribution of Underlying Securities or other property to Certificateholders
will be deemed to reduce the Stated Amount of Certificates on a proportionate
basis. Following such in-kind distribution, all Certificates will be
cancelled. No amounts will be distributed to the Trustor in respect of the
Underlying Securities.


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The Swap Counterparty shall direct the Trustee with
respect to any liquidation of such property to the extent of the full amount
owed to it under the Swap Agreement.

            (g) If an SEC Reporting Failure occurs, then the Trustor shall
promptly notify the Trustee, the Swap Counterparty and the Rating Agency of
such SEC Reporting Failure and the Trustee shall, only if instructed by the
Trustor, proceed to liquidate or distribute the Underlying Securities in
accordance with Section 10(h).

            (h) If at any time, the Trustee is directed to sell the Underlying
Securities, the Trustee shall solicit bids for the sale of the Underlying
Securities with settlement thereof on or before the third (3rd) Business Day
after such sale from three leading dealers in the relevant market, which may
include but is not limited to any three of the following dealers: (1) Wachovia
Securities, (2) Goldman, Sachs & Co., (3) Lehman Brothers Inc., (4) Merrill
Lynch, Pierce, Fenner & Smith Incorporated, (5) Citigroup Global Markets Inc.,
(6) J.P. Morgan Securities Inc. and (7) Deutsche Bank Securities Inc.;
provided, however, that no bid from Wachovia Securities or any affiliate
thereof shall be accepted unless such bid equals the then fair market value of
such Underlying Securities. The Trustee shall not be responsible for the
failure to obtain a bid so long as it has made reasonable efforts to obtain
bids. If a bid for the sale of the Underlying Securities has been accepted by
the Trustee but the sale has failed to settle on the proposed settlement date,
the Trustee shall request new bids from such leading dealers. In any
circumstance in which the sale of the Underlying Securities is required
hereunder, the Trustee shall, to the extent it is so directed by the Trustor,
provide Certificateholders with the option to elect to receive an "in-kind"
distribution of their pro rata share of the Underlying Securities; provided,
that, (1) an in-kind distribution shall be subject to the prior sale of
Underlying Securities in accordance with the provisions of this Section 10(h)
to the extent necessary, to pay any amounts owing to the Swap Counterparty
under Section 10(b), (2) a Certificateholders' pro rata share of the
Underlying Securities shall be a principal amount of Underlying Securities
equal to the aggregate principal amount of the Underlying Securities minus the
amount required to be distributed to the Swap Counterparty pursuant to the
second sentence of Section 10(b) multiplied by a fraction the numerator of
which is the Stated Amount of that holder's Certificates and the denominator
of which is the aggregate principal amount of the Underlying Securities and
(3) odd-lot amounts that cannot be distributed in-kind because they are not
within the authorized denominations of the Underlying Securities shall be
distributed in cash. Any such in-kind distribution shall constitute the final
distribution in respect of the Certificates as to which such option is
exercised.

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

            (j) All distributions to Certificateholders shall be allocated pro
rata among the Certificates based on their respective Outstanding Amounts as
of the Record Date.

            (k) Notwithstanding any provision of the Agreement to the
contrary, to the extent funds are available, the Trustee will initiate payment
in immediately available funds by 1:00 P.M. (New York City time) on each
Distribution Date of all amounts payable to each Certificateholder with
respect to any Certificate held by such Certificateholder or its nominee
(without the necessity for any presentation or surrender thereof or any
notation of such payment thereon) in the manner and at the address as each
Certificateholder may from time to time direct


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<PAGE>


the Trustee in writing 15 days prior to such Distribution Date requesting that
such payment will be so made and designating the bank account to which such
payments shall be so made. The Trustee shall be entitled to rely on the last
instruction delivered by the Certificateholder pursuant to this Section 10(k)
unless a new instruction is delivered 15 days prior to a Distribution Date.

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

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

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

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

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

            (c) The parties acknowledge that the Trustee, as the holder of the
Underlying Securities, has the right to vote and give consents and waivers in
respect of the Underlying Securities and enforce the other rights, if any, of
a holder of the Underlying Securities, except as otherwise limited by the Base
Trust Agreement or this Series Supplement. In the event that the Trustee
receives a request from the Underlying Securities Trustee, the Underlying
Securities Issuer or, if applicable, the Depositary with respect to the
Underlying Securities, for the Trustee's consent to any amendment,
modification or waiver of the Underlying Securities, or any document relating
thereto, or receives any other solicitation for any action with respect to the
Underlying Securities, the Trustee shall within two (2) Business Days mail a
notice of such

                                      10

<PAGE>

proposed amendment, modification, waiver or solicitation to the Swap
Counterparty and each Certificateholder of record as of the date of such
request. The Trustee shall request instructions from the Certificateholders as
to what action to take in response to such request and shall be protected in
taking no action if no direction is received. Except as otherwise provided
herein, the Trustee shall consent or vote, or refrain from consenting or
voting, in the same proportion (based on the Stated Amounts of the
Certificates of each Class as allocated based on the respective Voting Rights
of each Class) as the Certificates were actually voted or not voted by the
Holders thereof as of the date determined by the Trustee prior to the date
such vote or consent is required; provided, however, that, notwithstanding
anything to the contrary in the Base Trust Agreement or this Series
Supplement, the Trustee shall at no time vote in favor of or consent to any
matter (i) which would alter the timing or amount of any payment on the
Underlying Securities (including, without limitation, any demand to accelerate
the Underlying Securities) or (ii) which would result in the exchange or
substitution of any Underlying Security whether or not pursuant to a plan for
the refunding or refinancing of such Underlying Security, except in each case
with the unanimous consent of the Certificateholders; provided, further, that
the Trustee shall not take any such action if it would affect the method,
amount or timing of payments due to the Swap Counterparty or otherwise
materially adversely affect the interests of the Swap Counterparty under the
Swap Agreement and result in a Swap Agreement Termination Event, in each case
without the prior written consent of the Swap Counterparty. The Trustee shall
have no liability for any failure to act or to refrain from acting resulting
from the Certificateholders' late return of, or failure to return, directions
requested by the Trustee from the Certificateholders.

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

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

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


                                      11
<PAGE>

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

            Section 14. Modification or Amendment of the Base Trust Agreement,
the Series Supplement or the Swap Agreement. (a) The Trustee shall not enter
into any modification or amendment of the Base Trust Agreement or this Series
Supplement unless such modification or amendment is in accordance with Section
10.1 of the Base Trust Agreement. If the Rating Agency Condition is not
satisfied with respect to any proposed modification or amendment of the Base
Trust Agreement or this Series Supplement, then any such modification or
amendment must be approved by 100% of the Certificateholders. The Trustee
shall not enter into any amendment or modification of this Agreement that
would affect the method, amount or timing of payment due to the Swap
Counterparty or the consent rights of the Swap Counterparty hereunder or
otherwise materially adversely affect the interests of the Swap Counterparty
under the Swap Agreement and result in a Swap Agreement Termination Event, in
each case without the prior written consent of the Swap Counterparty. The
Trustee shall provide fifteen Business Days written notice to the Swap
Counterparty before entering into any amendment or modification of this
Agreement pursuant to this Section 14.

            (b) The Trustee shall not enter into any modification or amendment
of the Swap Agreement without the prior written consent of holders of
Certificates representing 66 2/3% of the Voting Rights and without prior written
confirmation from the Rating Agency that such amendment will not result in a
reduction or withdrawal of the then current rating of the Certificates;
provided, however, that each of the Swap Counterparty and the Trustee may
amend the Swap Agreement without the prior written consent of
Certificateholders to cure any ambiguity in, or to correct or supplement any
provision of the Swap Agreement which may be inconsistent with any other
provision of the Swap Agreement, or to otherwise cure any defect in the Swap
Agreement, provided that any such amendment does not materially adversely
affect the interest of the Certificateholders and that the Rating Agency will
have given its prior written confirmation that such amendment will not result
in a reduction or withdrawal of the then current rating of the Certificates;
provided further, however, that notwithstanding anything to the contrary, no
amendment may alter the timing or amount of any payment on the Swap Agreement
without the prior consent of 100% of the Certificateholders and without giving
the Rating Agency prior written notice of any such amendment.

            (c) Until a Responsible Officer of the Trustee has actual
knowledge of the occurrence of an event that would constitute a Swap Agreement
Termination Event, the Trustee shall be entitled to assume (and shall be fully
protected, indemnified and held harmless in doing so) that no Swap Agreement
Termination Event has occurred and may accordingly seek instructions under
Section 12 and this Section 14 exclusively from the Swap Counterparty.

            Section 15. Assignment of Rights under the Swap Agreement. The
Trustee may consent to any transfer or assignment by the Swap Counterparty of
its rights under the Swap Agreement, so long as the Rating Agency shall have
given its prior written confirmation that


                                      12

<PAGE>


such transfer or assignment will not result in a reduction or withdrawal of
the then current rating of the Certificates.

            Section 16. Accounting. Notwithstanding Section 3.16 of the Base
Trust Agreement, "Independent Public Accountants' Administration Report," no
such accounting reports shall be required. Pursuant to Section 4.2 of the Base
Trust Agreement, "Reports to Certificateholders," the Trustee shall cause the
statement described in Section 4.2 to be prepared and forwarded as provided
therein.

            Section 17. No Investment of Amounts Received on Underlying
Securities. All amounts received on or with respect to the Underlying
Securities and all payments made to the Trust on or with respect to the Swap
Agreement shall be held uninvested by the Trustee.

            Section 18. No Event of Default. There shall be no Events of
Default defined with respect to the Certificates.

            Section 19. Notices. (a) All directions, demands and notices
hereunder and under the Agreement shall be in writing and shall be deemed to
have been duly given when received if personally delivered or mailed by first
class mail, postage prepaid or by express delivery service or by certified
mail, return receipt requested or delivered in any other manner specified
herein, (i) in the case of the Trustor, to Synthetic Fixed-Income Securities,
Inc., One Wachovia Center 301 South College Street, DC-7 Charlotte, NC 28288,
Attention: Structured Notes Desk, or such other address as may hereafter be
furnished to the Trustee in writing by the Trustor, and (ii) in the case of
the Trustee, to U.S. Bank Trust National Association, 100 Wall Street, Suite
1600, New York, New York 10005, Attention: Corporate Trust, facsimile number
(212) 809-5459, or such other address as may hereafter be furnished to the
Trustor in writing by the Trustee.

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

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

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


                                      13
<PAGE>


            (e) The Trustee shall, in connection with any notice or delivery
of documents to Certificateholders (whether or not such notice or delivery is
required pursuant to the Agreement), provide such notice or documents to the
Swap Counterparty concurrently with the delivery thereof to the
Certificateholders.

            Section 20. Access to Certain Documentation. Access to
documentation regarding the Underlying Securities will be afforded without
charge to any Certificateholder so requesting pursuant to Section 3.17 of the
Base Trust Agreement, "Access to Certain Documentation." Additionally, the
Trustee shall provide at the request of any Certificateholder without charge
to such Certificateholder the name and address of each Certificateholder of
Certificates hereunder as recorded in the Certificate Register for purposes of
contacting the other Certificateholders with respect to their rights hereunder
or for the purposes of effecting purchases or sales of the Certificates,
subject to the transfer restrictions set forth herein.

            Section 21. Advances. There is no Administrative Agent specified
herein; hence no person (including the Trustee) shall be permitted or
obligated to make Advances as described in Section 4.3 of the Base Trust
Agreement, "Advances."

            Section 22. Ratification of Agreement. With respect to the Series
issued hereby, the Base Trust Agreement (including the grant of a security
interest in Section 10.8 of the Base Trust Agreement with respect to the
Underlying Securities conveyed hereunder), as supplemented by this Series
Supplement, is in all respects ratified and confirmed, and the Base Trust
Agreement as so supplemented by this Series Supplement shall be read, taken
and construed as one and the same instrument. To the extent there is any
inconsistency between the terms of the Base Trust Agreement and this Series
Supplement, the terms of this Series Supplement shall govern.

            Section 23. Counterparts. This Series Supplement may be executed
in any number of counterparts, each of which so executed shall be deemed to be
an original, but all of such counterparts shall together constitute but one
and the same instrument.

            Section 24. Governing Law. This Series Supplement and each
Certificate issued hereunder shall be governed by and construed in accordance
with the laws of the State of New York applicable to agreements made and to be
performed entirely therein without reference to such State's principles of
conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby, and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws. The State of New York is the securities intermediary's jurisdiction of
the Securities Intermediary for purposes of the UCC.

            Section 25. Certificate of Compliance. The Trustor shall deliver
to the Trustee and the Swap Counterparty on or prior to June 30 of each year
prior to a Trust Termination Event the Officer's Certificate as to compliance
as required by Section 6.1(b) of the Base Trust Agreement.

            Section 26. Certain Filing to be Made by the Trustee. In the event
that an event requiring the sale of the Underlying Securities under this
Agreement occurs and the Underlying Securities are liquidated at a loss, the
Trustee will disclose pursuant to Treasury Regulation


                                      14
<PAGE>

Section 1.6011-4 the loss in accordance with the procedures of such
regulation, unless the Trustee obtains advice from counsel that such
disclosure is not necessary. In general, the Trustee will (x) attach a
completed Form 8886 to its tax return in the year the requisite loss occurs
and (y) file a completed form with the Office of Tax Shelter Analysis (OTSA)
at: Internal Revenue Service LM:PFTG:OTSA, Large and Midsize Business
Division, 1111 Constitution Avenue., NW., Washington DC 20224 (or such other
address subsequently required).

            Section 27. Establishment of Accounts. The Securities Intermediary
and the Trustee hereby represent and warrant that:

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

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

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

            Section 28. Statement of Intent. It is the intention of the
parties hereto that, for purposes of federal income taxes, state and local
income and franchise taxes and any other taxes imposed upon, measured by or
based upon gross or net income, the Trust shall be treated as a grantor trust,
but failing that, as a partnership (other than a publicly traded partnership
taxable as a corporation) and, in any event, shall not be classified as a
corporation. The parties hereto agree that, unless otherwise required by
appropriate tax authorities, the Trustee shall file or cause to be filed
annual or other necessary returns, reports and other forms consistent with
such intended characterization. In the event that the Trust is characterized
by appropriate tax authorities as a partnership for federal income tax
purposes, each Certificateholder, by its acceptance of its Certificate, agrees
to report its respective share of the items of income, deductions, and credits
of the Trust on its respective returns. As further consideration for each
Certificateholder's purchase of a Certificate, each such Certificateholder is
deemed to agree not to irrevocably delegate to any person (for a period of
more than one year) authority to purchase, sell or exchange its Certificates.

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

            Section 29. Filing of Partnership Returns. In the event that the
Trust is characterized (by appropriate tax authorities) as a partnership for
United States federal income tax purposes the Trustor agrees to reimburse the
Trust for any expenses associated with the filing of partnership returns (or
returns related thereto).


                                      15
<PAGE>

            Section 30. "Financial Assets" Election. The Securities
Intermediary hereby agrees that the Underlying Securities credited to the
Certificate Account and any Posted Collateral credited to the Collateral
Account shall be treated as a "financial asset" within the meaning of Section
8-102(a)(9) of the UCC.

            Section 31. Trustee's Entitlement Orders. If at any time the
Securities Intermediary shall receive any order from the Trustee directing the
transfer or redemption of any Underlying Securities credited to the Accounts,
the Securities Intermediary shall comply with such entitlement order without
further consent by the Trustor or any other Person. The Securities
Intermediary shall take all instructions (including without limitation all
notifications and entitlement orders) with respect to the Accounts solely from
the Trustee.

            Section 32. Conflict with Other Agreements. The Securities
Intermediary hereby confirms and agrees that:

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

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

            (c) It has not entered into, and until the termination of the
Agreement will not enter into, any agreement with any Person purporting to
limit or condition the obligation of the Securities Intermediary to comply
with entitlement orders as set forth in Section 31 hereof.

            Section 33. Additional Trustee and Securities Intermediary
Representations. The Trustee and the Securities Intermediary each hereby
represents and warrants as follows:

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

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

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



                                      16
<PAGE>


            Section 34. Additional Trustor Representations. The Trustor hereby
represents and warrants to the Trustee as follows:

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

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

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

            Section 35. Certification Requirements. The Trustee agrees to
obtain, at the Trustor's direction and expense, a report of an independent
public accountant sufficient for the Trustor on behalf of the Trust to satisfy
its obligations with respect to certification requirements under Rules 13a-14
and 15d-14 of the Exchange Act.

            Section 36. Additional Rights of the Swap Counterparty. Section
10.8 of the Base Trust Agreement is hereby modified for purposes of this
Series Supplement to provide that the security interest referred to and
created pursuant thereto in the Trust assets shall, in addition to the
obligations provided for under Section 10.8(b)(3), secure all of the
obligations of the Trustor and the Trust to the Swap Counterparty under the
Swap Agreement and this Agreement. The Swap Counterparty shall have the rights
of a third party beneficiary with respect to this Agreement.

            Section 37. Modification of Certain Provisions of Base Trust
Agreement. The provisions of the Base Trust Agreement shall be modified as
they are applied with respect to this Series of Certificates to provide that
(i) notwithstanding Section 3.9 of the Base Trust Agreement, the Certificate
Account shall be held for the benefit of Certificateholders and the Swap
Counterparty and amounts in the Certificate Account shall be used to make
distributions to the Swap Counterparty as and when required under this Series
Supplement, (ii) the appointment of any successor of the Trustee under Section
8.7 of the Base Trust Agreement shall be subject to the prior approval of the
Swap Counterparty and (iii) notwithstanding Section 9.1(a) of the Base Trust
Agreement and subject to the proviso therein, the respective obligations and
responsibilities under this Agreement of the Trustor and the Trustee shall
terminate upon the distribution to Certificateholders and the Swap
Counterparty of all amounts held in all the Accounts and required to be paid
to such Holders or the Swap Counterparty pursuant to this Agreement and the
Swap Agreement on the Distribution Date coinciding with or following the final
payment on or other liquidation of the Underlying Securities and the
disposition of all


                                      17
<PAGE>

amounts acquired therefrom in accordance with this Agreement and the Swap
Agreement and the disposition of the final payments received under the Swap
Agreement.

            Section 38. Evidence of Integration for Tax Purposes. The Trustee
retains Exhibit E on behalf of each Certificateholder.

            Section 39. Optional Exchange.

            (a) On any Business Day occurring on or after January 15, 2006,
subject to satisfaction of all of the conditions set forth in clause (b), the
Depositor may exchange Certificates held by it for a distribution of
Underlying Securities representing the same percentage of the Underlying
Securities as such Certificates represent of all outstanding Certificates.

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

            (A) 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.

            (B) Certificates shall be surrendered to the trustee no later than
      10:00 a.m. (New York City time) on the optional exchange date.

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

            (D) 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.

            (E) The provisions of Section 4.5 of the Base Trust Agreement
      shall not apply to an Optional Exchange pursuant to this Section 39.
      This Section 39 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 39 shall entitle the Depositor to a distribution
      thereof.

            (F) The aggregate principal balance of Certificates exchanged in
      connection with any Optional Exchange pursuant to this Section 39 shall
      be in an amount that results in a distribution of Underlying Securities
      in an even multiple of the minimum denomination of the Underlying
      Securities.

            (G) No Swap Agreement Termination Event shall have occurred as a
      result of the Optional Exchange except to the extent of a termination
      resulting from the reduction in the Hedge Notional Amount (as defined in
      the Swap Agreement) to an amount equal to


                                      18
<PAGE>


the principal amount of the Underlying Securities after giving effect to the
Optional Exchange.

            (H) Any payments due under the Swap Agreement as a result of the
      reduction in such Hedge Notional Amount and any such Swap Agreement
      Termination Event (x) that are due to the Swap Counterparty (including
      but not limited to Unpaid Amounts) shall have been paid to the Swap
      Counterparty by the Depositor and (y) that are payable by the Swap
      Counterparty, shall be payable for the account of the Depositor.


                                      19
<PAGE>





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

                                     SYNTHETIC FIXED-INCOME SECURITIES, INC.


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

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


                                     By:
                                     -----------------------------------------
                                                Responsible Officer


<PAGE>

                                                                     EXHIBIT A


        IDENTIFICATION OF THE UNDERLYING SECURITIES AS OF CLOSING DATE



Underlying Securities Issuer:         Dominion Resources, Inc.

Underlying Securities:                $25,000,000  Series B 5.95%  Senior
                                      Notes due 2035.

Maturity Date/Final Distribution      June 15, 2035.
Date:

Original Principal Amount Issued:     $500,000,000.

CUSIP No.:                            25746UAV1.

Stated Interest Rate:                 5.95% per annum.

Interest Payment Dates:               June 15 and December 15

Principal Amount of Underlying        $25,000,000.
Securities Deposited Under Trust
Agreement:


The Underlying Securities will be held by the Trustee as securities
entitlements credited to an account of the Trustee or its agent at the
Depositary.


                                      A-1
<PAGE>

                                                                    EXHIBIT B

                 TERMS OF THE CERTIFICATES AS OF CLOSING DATE


Maximum Number of STRATS(SM)          1,000,000.
Certificates, Series 2005-6:

Aggregate Stated Amount of STRATS(SM) $25,000,000.
Certificates, Series 2005-6:

Authorized Denomination:              $25 and integral multiples thereof.

Rating Agency:                        S&P.

Closing Date:                         November 21, 2005.

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

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

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

Corporate Trust Office:               U.S. Bank Trust National Association 100
                                      Wall Street, Suite 1600 New York, New
                                      York 10005 Attention: Corporate Trust
                                      Department, Regarding STRATS(SM) Trust For
                                      Dominion Resources, Inc. Securities,
                                      Series 2005-6


                                      B-1
<PAGE>


                                                                     EXHIBIT C


                              FORM OF CERTIFICATE


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

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

CERTIFICATE NUMBER: 1                    $25,000,000 Certificate Stated Amount
CUSIP:   78478P889                                      1,000,000 Certificates
CERTIFICATE INTEREST RATE:                              Variable Floating Rate

                    STRATS(SM) CERTIFICATES, SERIES 2005-6

evidencing an undivided interest in the Trust, as defined below, the assets of
which include $25,000,000 of Series B 5.95% Senior Notes due 2035 issued by
the Underlying Securities Issuer.

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

      THIS CERTIFIES THAT Cede & Co. is the registered owner of a
nonassessable, fully-paid, fractional undivided interest in STRATS(SM) Trust For
Dominion Resources, Inc. Securities, Series 2005-6 (the "Trust") formed by
SYNTHETIC FIXED-INCOME SECURITIES, INC., as Trustor (the "Trustor") evidenced
by Certificates in the number and the Stated Amount set forth above.

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


                                      C-1
<PAGE>

solely as Trustee (the "Trustee"), as supplemented by the STRATS(SM)
Certificates Series Supplement 2005-6, dated as of November 21, 2005 (the
"Series Supplement" and, together with the Agreement, the "Trust Agreement"),
between the Trustor and the Trustee. This Certificate does not purport to
summarize the Trust Agreement and reference is hereby made to the Trust
Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Trustee with respect hereto. A copy of the Trust Agreement
may be obtained from the Trustee by written request sent to the Corporate
Trust Office. Capitalized terms used but not defined herein have the meanings
assigned to them in the Trust Agreement.

      This Certificate is one of the duly authorized Certificates designated
as "STRATS(SM) Certificates, Series 2005-6 (herein called the "Certificate" or
"Certificates"). This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. The assets of the Trust include the Underlying
Securities, all proceeds of the Underlying Securities and the Trust's rights
under the Swap Agreement.

      Under the Trust Agreement, there shall be distributed on the dates
specified in the Trust Agreement (a "Distribution Date"), to the person in
whose name this Certificate is registered at the close of business on the
related Record Date, such Certificateholder's fractional undivided interest in
the amount of distributions of the Underlying Securities to be distributed to
Certificateholders on such Distribution Date and distributions to the Trust
under the Swap Agreement. The Underlying Securities will pay interest on June
15 and December 15 of each year. The principal of the Underlying Securities is
scheduled to be paid on June 15, 2035. The Swap Agreement provides for
payments on the 15th calendar day of each month, commencing on December 15,
2005.

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

      The Underlying Securities held by the Trust are subject to the rights of
the Swap Counterparty, as provided for in the Series Supplement and the Swap
Agreement, and each Certificateholder, by accepting its Certificate,
acknowledges such rights in accordance with the terms of the Series Supplement
and the Swap Agreement.

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

      By acceptance of a Certificate, each Certificateholder (1) elects to
integrate the Underlying Securities and the Swap Agreement for United States
federal income tax purposes, (2) authorizes and directs the trustee (or the
trustee's agent) to retain, as part of the


                                      C-1
<PAGE>

Certificateholder's books and records, information that (a) describes the
Underlying Securities and the Swap Agreement, (b) identifies the two positions
as integrated for federal income tax purposes and (c) describes the features
of the resulting "synthetic" debt instrument and (3) agrees to retain copies
of such information as provided to the Certificateholder by the Trust.

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

      Certificates may not be acquired by or for the account of any employee
benefit plan, trust or account, including an individual retirement account,
that is subject to the requirements of Title I of the Employee Retirement
Income Security Act of 1974, as amended, or that is described in Section
4975(e)(1) of the Code, or by or for the account of any entity whose
underlying assets include any assets subject to these laws by reason of
investment in that entity by such plans, trusts or accounts. By accepting and
holding this Certificate, the holder of this Certificate will be deemed to
have represented and warranted that it is not a plan or entity described
above, and that its acquisition and holding of this Certificate are in
compliance with the foregoing restrictions.

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

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

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

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


                                      C-3
<PAGE>

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



                                       STRATS(SM) TRUST FOR DOMINION
                                       RESOURCES, INC. SECURITIES,
                                       SERIES 2005-6

                                       By:  U.S. BANK TRUST NATIONAL
                                       ASSOCIATION, not in its individual
                                       capacity but solely as Trustee


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

Dated:  November 21, 2005

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the STRATS(SM) Certificates, Series 2005-6, described in the
Trust Agreement referred to herein.

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


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



                                      C-4
<PAGE>

                                  ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE


_____________________________________________________________________________


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


Dated:

                                              ______________________________*




*NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Signatures must be guaranteed
by an "eligible guarantor institution" meeting the requirements of the
Certificate Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Certificate
Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.


                                      C-5
<PAGE>

                                                                     EXHIBIT D




                                                                Exhibit D-1

                                    ISDA(R)
                 International Swap Dealers Association, Inc.

                               MASTER AGREEMENT

                         dated as of November 21, 2005

         Wachovia Bank, National Association and STRATS (SM) Trust for
                  Dominion Resources, Inc. Securities 2005-6


have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming
those Transactions.

Accordingly, the parties agree as follows: --

1.    Interpretation

(a)   Definitions. The terms defined in Section 14 and in the Schedule will
have the meanings therein specified for the purpose of this Master Agreement.

(b)   Inconsistency. In the event of any inconsistency between the provisions
of the Schedule and the other provisions of this Master Agreement, the
Schedule will prevail. In the event of any inconsistency between the
provisions of any Confirmation and this Master Agreement (including the
Schedule), such Confirmation will prevail for the purpose of the relevant
Transaction.

(c)   Single Agreement. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"), and the
parties would not otherwise enter into any Transactions.

2.    Obligations

(a)   General Conditions.

      (i)   Each party will make each payment or delivery specified in
      each Confirmation to be made by it, subject to the other provisions of
      this Agreement.

      (ii)   Payments under this Agreement will be made on the due date
      for value on that date in the place of the account specified in the
      relevant Confirmation or otherwise pursuant to this Agreement, in freely
      transferable funds and in the manner customary for payments in the
      required currency. Where settlement is by delivery (that is, other than
      by payment), such delivery will be made for receipt on the due date in
      the manner customary for the relevant obligation unless otherwise
      specified in the relevant Confirmation or elsewhere in this Agreement.

      (iii)   Each obligation of each party under Section 2(a)(i) is subject to
      (1) the condition precedent that no Event of Default or Potential Event
      of Default with respect to the other party has occurred and is
      continuing, (2) the condition precedent that no Early Termination Date
      in respect of the relevant Transaction has occurred or been effectively
      designated and (3) each other applicable condition precedent specified
      in this Agreement.


<PAGE>

                                    D-1-1


(b)   Change of Account. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a
reasonable objection to such change.

(c)   Netting. If on any date amounts would otherwise be payable: --

      (i)   in the same currency; and

      (ii)  in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to
make payment of any such amount will be automatically satisfied and discharged
and, if the aggregate amount that would otherwise have been payable by one
party exceeds the aggregate amount that would otherwise have been payable by
the other party, replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable to pay to the other party the excess
of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be
made in the Schedule or a Confirmation by specifying that subparagraph (ii)
above will not apply to the Transactions identified as being subject to the
election, together with the starting date (in which case subparagraph (ii)
above will not, or will cease to, apply to such Transactions from such date).
This election may be made separately for different groups of Transactions and
will apply separately to each pairing of Offices through which the parties
make and receive payments or deliveries.

(d)   Deduction or Withholding for Tax.

      (i)  Gross-Up. All payments under this Agreement will be made without
      any deduction or withholding for or on account of any Tax unless such
      deduction or withholding is required by any applicable law, as modified
      by the practice of any relevant governmental revenue authority, then in
      effect. If a party is so required to deduct or withhold, then that party
      ("X") will: --

            (1)   promptly notify the other party ("Y") of such requirement;

            (2)   pay to the relevant authorities the full amount required to
            be deducted or withheld (including the full amount required to be
            deducted or withheld from any additional amount paid by X to Y
            under this Section 2(d)) promptly upon the earlier of determining
            that such deduction or withholding is required or receiving notice
            that such amount has been assessed against Y;

            (3)   promptly forward to Y an official receipt (or a certified
            copy), or other documentation reasonably acceptable to Y,
            evidencing such payment to such authorities; and

            (4)   if such Tax is an Indemnifiable Tax, pay to Y, in addition to
            the payment to which Y is otherwise entitled under this Agreement,
            such additional amount as is necessary to ensure that the net
            amount actually received by Y (free and clear of Indemnifiable
            Taxes, whether assessed against X or Y) will equal the full amount
            Y would have received had no such deduction or withholding been
            required. However, X will not be required to pay any additional
            amount to Y to the extent that it would not be required to be paid
            but for: --

                  (A)   the failure by Y to comply with or perform any
                  agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

                  (B)   the failure of a representation made by Y pursuant to
                  Section 3(f) to be accurate and true unless such failure
                  would not have occurred but for (I) any action taken by a
                  taxing authority, or brought in a court of competent
                  jurisdiction, on or after the date on which a Transaction is
                  entered into (regardless of whether such action is taken or
                  brought with respect to a party to this Agreement) or (II) a
                  Change in Tax Law.

<PAGE>

                                    D-1-2

      (ii)  Liability. If: --

            (1)  X is required by any applicable law, as modified by the
            practice of any relevant governmental revenue authority, to make
            any deduction or withholding in respect of which X would not be
            required to pay an additional amount to Y under Section
            2(d)(i)(4);

            (2)  X does not so deduct or withhold; and

            (3) a liability resulting from such Tax is assessed directly
            against X,

      then, except to the extent Y has satisfied or then satisfies the
      liability resulting from such Tax, Y will promptly pay to X the amount
      of such liability (including any related liability for interest, but
      including any related liability for penalties only if Y has failed to
      comply with or perform any agreement contained in Section 4(a)(i),
      4(a)(iii) or 4(d)).

(e)   Default Interest; Other Amounts. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant
Transaction, a party that defaults in the performance of any payment
obligation will, to the extent permitted by law and subject to Section 6(c),
be required to pay interest (before as well as after judgment) on the overdue
amount to the other party on demand in the same currency as such overdue
amount, for the period from (and including) the original due date for payment
to (but excluding) the date of actual payment, at the Default Rate. Such
interest will be calculated on the basis of daily compounding and the actual
number of days elapsed. If, prior to the occurrence or effective designation
of an Early Termination Date in respect of the relevant Transaction, a party
defaults in the performance of any obligation required to be settled by
delivery, it will compensate the other party on demand if and to the extent
provided for in the relevant Confirmation or elsewhere in this Agreement.

3.    Representations

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered
into and, in the case of the representations in Section 3(f), at all times
until the termination of this Agreement) that: --

(a)   Basic Representations.

      (i)   Status.  It is duly organised and validly existing under the laws
      of the jurisdiction of its organisation or incorporation and, if relevant
      under such laws, in good standing;

      (ii)  Powers. It has the power to execute this Agreement and any other
      documentation relating to this Agreement to which it is a party, to
      deliver this Agreement and any other documentation relating to this
      Agreement that it is required by this Agreement to deliver and to
      perform its obligations under this Agreement and any obligations it has
      under any Credit Support Document to which it is a party and has taken
      all necessary action to authorise such execution, delivery and
      performance;

      (iii)  No Violation or Conflict. Such execution, delivery and performance
      do not violate or conflict with any law applicable to it, any provision
      of its constitutional documents, any order or judgment of any court or
      other agency of government applicable to it or any of its assets or any
      contractual restriction binding on or affecting it or any of its assets;

      (iv)  Consents. All governmental and other consents that are required to
      have been obtained by it with respect to this Agreement or any Credit
      Support Document to which it is a party have been obtained and are in
      full force and effect and all conditions of any such consents have been
      complied with; and

      (v)  Obligations Binding. Its obligations under this Agreement and any
      Credit Support Document to which it is a party constitute its legal,
      valid and binding obligations, enforceable in accordance with their
      respective terms (subject to applicable bankruptcy, reorganisation,
      insolvency, moratorium or similar laws affecting creditors' rights
      generally and subject, as to enforceability, to equitable principles of
      general application (regardless of whether enforcement is sought in a
      proceeding in equity or at law)).


<PAGE>

                                    D-1-3


(b)   Absence of Certain Events.   No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has
occurred and is continuing and no such event or circumstance would occur as a
result of its entering into or performing its obligations under this Agreement
or any Credit Support Document to which it is a party.

(c)   Absence of Litigation.   There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding
at law or in equity or before any court, tribunal, governmental body, agency
or official or any arbitrator that is likely to affect the legality, validity
or enforceability against it of this Agreement or any Credit Support Document
to which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)   Accuracy of Specified Information.  All applicable information that is
furnished in writing by or on behalf of it to the other party and is
identified for the purpose of this Section 3(d) in the Schedule is, as of the
date of the information, true, accurate and complete in every material
respect.

(e)   Payer Tax Representation.  Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(e) is accurate and true.

(f)   Payee Tax Representations. Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(f) is accurate and true.

4.    Agreements

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party: --

(a)   Furnish Specified Information. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs: --

      (i)    any forms, documents or certificates relating to taxation
      specified in the Schedule or any Confirmation;

      (ii)   any other documents specified in the Schedule or any Confirmation;
      and

      (iii)  upon reasonable demand by such other party, any form or document
      that may be required or reasonably requested in writing in order to
      allow such other party or its Credit Support Provider to make a payment
      under this Agreement or any applicable Credit Support Document without
      any deduction or withholding for or on account of any Tax or with such
      deduction or withholding at a reduced rate (so long as the completion,
      execution or submission of such form or document would not materially
      prejudice the legal or commercial position of the party in receipt of
      such demand), with any such form or document to be accurate and
      completed in a manner reasonably satisfactory to such other party and to
      be executed and to be delivered with any reasonably required
      certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)   Maintain Authorisations. It will use all reasonable efforts to
maintain in full force and effect all consents of any governmental or other
authority that are required to be obtained by it with respect to this
Agreement or any Credit Support Document to which it is a party and will
use all reasonable efforts to obtain any that may become necessary in
the future.

(c)   Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)   Tax Agreement. It will give notice of any failure of a representation
made by it under Section 3(f) to be accurate and true promptly upon learning of
such failure.

(e)   Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of
this Agreement by a jurisdiction in which it is incorporated,


                                    D-1-4
<PAGE>

organised, managed and controlled, or considered to have its seat, or in which
a branch or office through which it is acting for the purpose of this
Agreement is located ("Stamp Tax Jurisdiction") and will indemnify the other
party against any Stamp Tax levied or imposed upon the other party or in
respect of the other party's execution or performance of this Agreement by any
such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with
respect to the other party.

5.    Events of Default and Termination Events

(a)   Events of Default. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any of the following events constitutes an event of
default (an "Event of Default") with respect to such party: --

      (i)   Failure to Pay or Deliver.  Failure by the party to make, when due,
      any payment under this Agreement or delivery under Section 2(a)(i) or
      2(e) required to be made by it if such failure is not remedied on or
      before the third Local Business Day after notice of such failure is
      given to the party;

      (ii)  Breach of Agreement. Failure by the party to comply with or perform
      any agreement or obligation (other than an obligation to make any
      payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
      or to give notice of a Termination Event or any agreement or obligation
      under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or
      performed by the party in accordance with this Agreement if such failure
      is not remedied on or before the thirtieth day after notice of such
      failure is given to the party;

      (iii) Credit Support Default.

            (1)  Failure by the party or any Credit Support Provider of such
            party to comply with or perform any agreement or obligation to be
            complied with or performed by it in accordance with any Credit
            Support Document if such failure is continuing after any
            applicable grace period has elapsed;

            (2)  the expiration or termination of such Credit Support Document
            or the failing or ceasing of such Credit Support Document to be in
            full force and effect for the purpose of this Agreement (in either
            case other than in accordance with its terms) prior to the
            satisfaction of all obligations of such party under each
            Transaction to which such Credit Support Document relates without
            the written consent of the other party; or

            (3)  the party or such Credit Support Provider disaffirms,
            disclaims, repudiates or rejects, in whole or in part, or
            challenges the validity of, such Credit Support Document;

      (iv)  Misrepresentation. A representation (other than a representation
      under Section 3(e) or (f)) made or repeated or deemed to have been made
      or repeated by the party or any Credit Support Provider of such party in
      this Agreement or any Credit Support Document proves to have been
      incorrect or misleading in any material respect when made or repeated or
      deemed to have been made or repeated;

      (v)   Default under Specified Transaction. The party, any Credit Support
      Provider of such party or any applicable Specified Entity of such party
      (1) defaults under a Specified Transaction and, after giving effect to
      any applicable notice requirement or grace period, there occurs a
      liquidation of, an acceleration of obligations under, or an early
      termination of, that Specified Transaction, (2) defaults, after giving
      effect to any applicable notice requirement or grace period, in making
      any payment or delivery due on the last payment, delivery or exchange
      date of, or any payment on early termination of, a Specified Transaction
      (or such default continues for at least three Local Business Days if
      there is no applicable notice requirement or grace period) or (3)
      disaffirms, disclaims, repudiates or rejects, in whole or in part, a
      Specified Transaction (or such action is taken by any person or entity
      appointed or empowered to operate it or act on its behalf);

      (vi)  Cross Default. If "Cross Default" is specified in the Schedule as
      applying to the party, the occurrence or existence of (1) a default,
      event of default or other similar condition or event (however


                                    D-1-5
<PAGE>

      described) in respect of such party, any Credit Support Provider of such
      party or any applicable Specified Entity of such party under one or more
      agreements or instruments relating to Specified Indebtedness of any of
      them (individually or collectively) in an aggregate amount of not less
      than the applicable Threshold Amount (as specified in the Schedule)
      which has resulted in such Specified Indebtedness becoming, or becoming
      capable at such time of being declared, due and payable under such
      agreements or instruments, before it would otherwise have been due and
      payable or (2) a default by such party, such Credit Support Provider or
      such Specified Entity (individually or collectively) in making one or
      more payments on the due date thereof in an aggregate amount of not less
      than the applicable Threshold Amount under such agreements or
      instruments (after giving effect to any applicable notice requirement or
      grace period);

      (vii) Bankruptcy. The party, any Credit Support Provider of such party
      or any applicable Specified Entity of such party: --

            (1) is dissolved (other than pursuant to a consolidation,
            amalgamation or merger); (2) becomes insolvent or is unable to pay
            its debts or fails or admits in writing its inability generally to
            pay its debts as they become due; (3) makes a general assignment,
            arrangement or composition with or for the benefit of its
            creditors; (4) institutes or has instituted against it a
            proceeding seeking a judgment of insolvency or bankruptcy or any
            other relief under any bankruptcy or insolvency law or other
            similar law affecting creditors' rights, or a petition is
            presented for its winding-up or liquidation, and, in the case of
            any such proceeding or petition instituted or presented against
            it, such proceeding or petition (A) results in a judgment of
            insolvency or bankruptcy or the entry of an order for relief or
            the making of an order for its winding-up or liquidation or (B) is
            not dismissed, discharged, stayed or restrained in each case
            within 30 days of the institution or presentation thereof; (5) has
            a resolution passed for its winding-up, official management or
            liquidation (other than pursuant to a consolidation, amalgamation
            or merger); (6) seeks or becomes subject to the appointment of an
            administrator, provisional liquidator, conservator, receiver,
            trustee, custodian or other similar official for it or for all or
            substantially all its assets; (7) has a secured party take
            possession of all or substantially all its assets or has a
            distress, execution, attachment, sequestration or other legal
            process levied, enforced or sued on or against all or
            substantially all its assets and such secured party maintains
            possession, or any such process is not dismissed, discharged,
            stayed or restrained, in each case within 30 days thereafter; (8)
            causes or is subject to any event with respect to it which, under
            the applicable laws of any jurisdiction, has an analogous effect
            to any of the events specified in clauses (1) to (7) (inclusive);
            or (9) takes any action in furtherance of, or indicating its
            consent to, approval of, or acquiescence in, any of the foregoing
            acts; or

      (viii)  Merger Without Assumption.  The party or any Credit Support
      Provider of such party consolidates or amalgamates with, or merges with
      or into, or transfers all or substantially all its assets to, another
      entity and, at the time of such consolidation, amalgamation, merger or
      transfer: --

            (1)   the resulting, surviving or transferee entity fails to assume
            all the obligations of such party or such Credit Support Provider
            under this Agreement or any Credit Support Document to which it or
            its predecessor was a party by operation of law or pursuant to an
            agreement reasonably satisfactory to the other party to this
            Agreement; or

            (2)   the benefits of any Credit Support Document fail to extend
            (without the consent of the other party) to the performance by
            such resulting, surviving or transferee entity of its obligations
            under this Agreement.

(b)   Termination Events.  The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any event specified below constitutes an Illegality if
the event is specified in (i) below, a Tax Event if the event is specified in
(ii) below or a Tax Event Upon Merger if the event is specified in (iii)
below, and, if specified to be applicable, a Credit Event


                                    D-1-6
<PAGE>

Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below: --

      (i)   Illegality. Due to the adoption of, or any change in, any applicable
      law after the date on which a Transaction is entered into, or due to the
      promulgation of, or any change in, the interpretation by any court,
      tribunal or regulatory authority with competent jurisdiction of any
      applicable law after such date, it becomes unlawful (other than as a
      result of a breach by the party of Section 4(b)) for such party (which
      will be the Affected Party): --

            (1)  to perform any absolute or contingent obligation to make a
            payment or delivery or to receive a payment or delivery in respect
            of such Transaction or to comply with any other material provision
            of this Agreement relating to such Transaction; or

            (2) to perform, or for any Credit Support Provider of such party
            to perform, any contingent or other obligation which the party (or
            such Credit Support Provider) has under any Credit Support
            Document relating to such Transaction;

      (ii)  Tax Event. Due to (x) any action taken by a taxing authority, or
      brought in a court of competent jurisdiction, on or after the date on
      which a Transaction is entered into (regardless of whether such action
      is taken or brought with respect to a party to this Agreement) or (y) a
      Change in Tax Law, the party (which will be the Affected Party) will, or
      there is a substantial likelihood that it will, on the next succeeding
      Scheduled Payment Date (1) be required to pay to the other party an
      additional amount in respect of an Indemnifiable Tax under Section
      2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii)
      or 6(e)) or (2) receive a payment from which an amount is required to be
      deducted or withheld for or on account of a Tax (except in respect of
      interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount
      is required to be paid in respect of such Tax under Section 2(d)(i)(4)
      (other than by reason of Section 2(d)(i)(4)(A) or (B));

      (iii) Tax Event Upon Merger.  The party (the "Burdened Party") on the
      next succeeding Scheduled Payment Date will either (1) be required to
      pay an additional amount in respect of an Indemnifiable Tax under
      Section 2(d)(i)(4) (except in respect of interest under Section 2(e),
      6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been
      deducted or withheld for or on account of any Indemnifiable Tax in
      respect of which the other party is not required to pay an additional
      amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either
      case as a result of a party consolidating or amalgamating with, or
      merging with or into, or transferring all or substantially all its
      assets to, another entity (which will be the Affected Party) where such
      action does not constitute an event described in Section 5(a)(viii);

      (iv)  Credit Event Upon Merger.  If "Credit Event Upon Merger" is
      specified in the Schedule as applying to the party, such party ("X"),
      any Credit Support Provider of X or any applicable Specified Entity of X
      consolidates or amalgamates with, or merges with or into, or transfers
      all or substantially all its assets to, another entity and such action
      does not constitute an event described in Section 5(a)(viii) but the
      creditworthiness of the resulting, surviving or transferee entity is
      materially weaker than that of X, such Credit Support Provider or such
      Specified Entity, as the case may be, immediately prior to such action
      (and, in such event, X or its successor or transferee, as appropriate,
      will be the Affected Party); or

      (v)  Additional Termination Event.  If any "Additional Termination Event"
      is specified in the Schedule or any Confirmation as applying, the
      occurrence of such event (and, in such event, the Affected Party or
      Affected Parties shall be as specified for such Additional Termination
      Event in the Schedule or such Confirmation).

(c)   Event of Default and Illegality.  If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an
Event of Default.


                                    D-1-7
<PAGE>


6.    Early Termination

(a)   Right to Terminate Following Event of Default. If at any time an Event of
Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as
an Early Termination Date in respect of all outstanding Transactions. If,
however, "Automatic Early Termination" is specified in the Schedule as
applying to a party, then an Early Termination Date in respect of all
outstanding Transactions will occur immediately upon the occurrence with
respect to such party of an Event of Default specified in Section
5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as
of the time immediately preceding the institution of the relevant proceeding
or the presentation of the relevant petition upon the occurrence with respect
to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to
the extent analogous thereto, (8).

(b)   Right to Terminate Following Termination Event.

      (i)   Notice. If a Termination Event occurs, an Affected Party will,
      promptly upon becoming aware of it, notify the other party, specifying
      the nature of that Termination Event and each Affected Transaction and
      will also give such other information about that Termination Event as
      the other party may reasonably require.

      (ii)  Transfer to Avoid Termination Event. If either an Illegality under
      Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
      Party, or if a Tax Event Upon Merger occurs and the Burdened Party is
      the Affected Party, the Affected Party will, as a condition to its right
      to designate an Early Termination Date under Section 6(b)(iv), use all
      reasonable efforts (which will not require such party to incur a loss,
      excluding immaterial, incidental expenses) to transfer within 20 days
      after it gives notice under Section 6(b)(i) all its rights and
      obligations under this Agreement in respect of the Affected Transactions
      to another of its Offices or Affiliates so that such Termination Event
      ceases to exist.

      If the Affected Party is not able to make such a transfer it will give
      notice to the other party to that effect within such 20 day period,
      whereupon the other party may effect such a transfer within 30 days
      after the notice is given under Section 6(b)(i).

      Any such transfer by a party under this Section 6(b)(ii) will be subject
      to and conditional upon the prior written consent of the other party,
      which consent will not be withheld if such other party's policies in
      effect at such time would permit it to enter into transactions with the
      transferee on the terms proposed.

      (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or
      a Tax Event occurs and there are two Affected Parties, each party will
      use all reasonable efforts to reach agreement within 30 days after
      notice thereof is given under Section 6(b)(i) on action to avoid that
      Termination Event.

      (iv)  Right to Terminate. If: --

            (1)  a transfer under Section 6(b)(ii) or an agreement under
            Section 6(b)(iii), as the case may be, has not been effected with
            respect to all Affected Transactions within 30 days after an
            Affected Party gives notice under Section 6(b)(i); or

            (2)  an Illegality under Section 5(b)(i)(2), a Credit Event Upon
            Merger or an Additional Termination Event occurs, or a Tax Event
            Upon Merger occurs and the Burdened Party is not the Affected
            Party,

      either party in the case of an Illegality, the Burdened Party in the
      case of a Tax Event Upon Merger, any Affected Party in the case of a Tax
      Event or an Additional Termination Event if there is more than one
      Affected Party, or the party which is not the Affected Party in the case
      of a Credit Event Upon Merger or an Additional Termination Event if
      there is only one Affected Party may, by not more than 20 days notice to
      the other party and provided that the relevant Termination Event is then


                                    D-1-8
<PAGE>

      continuing, designate a day not earlier than the day such notice is
      effective as an Early Termination Date in respect of all Affected
      Transactions.

(c)   Effect of Designation.

      (i)   If notice designating an Early Termination Date is given under
      Section 6(a) or (b), the Early Termination Date will occur on the date
      so designated, whether or not the relevant Event of Default or
      Termination Event is then continuing.

      (ii)  Upon the occurrence or effective designation of an Early
      Termination Date, no further payments or deliveries under Section
      2(a)(i) or 2(e) in respect of the Terminated Transactions will be
      required to be made, but without prejudice to the other provisions of
      this Agreement. The amount, if any, payable in respect of an Early
      Termination Date shall be determined pursuant to Section 6(e).

(d)   Calculations.

      (i)  Statement. On or as soon as reasonably practicable following the
      occurrence of an Early Termination Date, each party will make the
      calculations on its part, if any, contemplated by Section 6(e) and will
      provide to the other party a statement (1) showing, in reasonable
      detail, such calculations (including all relevant quotations and
      specifying any amount payable under Section 6(e)) and (2) giving details
      of the relevant account to which any amount payable to it is to be paid.
      In the absence of written confirmation from the source of a quotation
      obtained in determining a Market Quotation, the records of the party
      obtaining such quotation will be conclusive evidence of the existence
      and accuracy of such quotation.

      (ii)  Payment Date. An amount calculated as being due in respect of any
      Early Termination Date under Section 6(e) will be payable on the day
      that notice of the amount payable is effective (in the case of an Early
      Termination Date which is designated or occurs as a result of an Event
      of Default) and on the day which is two Local Business Days after the
      day on which notice of the amount payable is effective (in the case of
      an Early Termination Date which is designated as a result of a
      Termination Event). Such amount will be paid together with (to the
      extent permitted under applicable law) interest thereon (before as well
      as after judgment) in the Termination Currency, from (and including) the
      relevant Early Termination Date to (but excluding) the date such amount
      is paid, at the Applicable Rate. Such interest will be calculated on the
      basis of daily compounding and the actual number of days elapsed.

(e)   Payments on Early Termination. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the
Schedule of a payment measure, either "Market Quotation" or "Loss", and a
payment method, either the "First Method" or the "Second Method". If the
parties fail to designate a payment measure or payment method in the Schedule,
it will be deemed that "Market Quotation" or the "Second Method", as the case
may be, shall apply. The amount, if any, payable in respect of an Early
Termination Date and determined pursuant to this Section will be subject to
any Set-off.

      (i)   Events of Default. If the Early Termination Date results from an
      Event of Default: --

            (1)   First Method and Market Quotation. If the First Method and
            Market Quotation apply, the Defaulting Party will pay to the
            Non-defaulting Party the excess, if a positive number, of (A) the
            sum of the Settlement Amount (determined by the Non-defaulting
            Party) in respect of the Terminated Transactions and the
            Termination Currency Equivalent of the Unpaid Amounts owing to the
            Non-defaulting Party over (B) the Termination Currency Equivalent
            of the Unpaid Amounts owing to the Defaulting Party.

            (2)  First Method and Loss. If the First Method and Loss apply, the
            Defaulting Party will pay to the Non-defaulting Party, if a
            positive number, the Non-defaulting Party's Loss in respect of
            this Agreement.

            (3)  Second Method and Market Quotation. If the Second Method and
            Market Quotation apply, an amount will be payable equal to (A) the
            sum of the Settlement Amount (determined by the


                                    D-1-9
<PAGE>

            Non-defaulting Party) in respect of the Terminated Transactions
            and the Termination Currency Equivalent of the Unpaid Amounts
            owing to the Non-defaulting Party less (B) the Termination
            Currency Equivalent of the Unpaid Amounts owing to the Defaulting
            Party. If that amount is a positive number, the Defaulting Party
            will pay it to the Non-defaulting Party; if it is a negative
            number, the Non-defaulting Party will pay the absolute value of
            that amount to the Defaulting Party.

            (4)  Second Method and Loss. If the Second Method and Loss apply,
            an amount will be payable equal to the Non-defaulting Party's Loss
            in respect of this Agreement. If that amount is a positive number,
            the Defaulting Party will pay it to the Non-defaulting Party; if
            it is a negative number, the Non-defaulting Party will pay the
            absolute value of that amount to the Defaulting Party.

(ii)  Termination Events. If the Early Termination Date results from a
Termination Event: --

      (1)   One Affected Party. If there is one Affected Party, the amount
      payable will be determined in accordance with Section 6(e)(i)(3), if
      Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except
      that, in either case, references to the Defaulting Party and to the
      Non-defaulting Party will be deemed to be references to the Affected
      Party and the party which is not the Affected Party, respectively, and,
      if Loss applies and fewer than all the Transactions are being
      terminated, Loss shall be calculated in respect of all Terminated
      Transactions.

      (2)   Two Affected Parties. If there are two Affected Parties: --

            (A)  if Market Quotation applies, each party will determine a
            Settlement Amount in respect of the Terminated Transactions, and
            an amount will be payable equal to (I) the sum of (a) one-half of
            the difference between the Settlement Amount of the party with the
            higher Settlement Amount ("X") and the Settlement Amount of the
            party with the lower Settlement Amount ("Y") and (b) the
            Termination Currency Equivalent of the Unpaid Amounts owing to X
            less (II) the Termination Currency Equivalent of the Unpaid
            Amounts owing to Y; and

            (B)  if Loss applies, each party will determine its Loss in respect
            of this Agreement (or, if fewer than all the Transactions are
            being terminated, in respect of all Terminated Transactions) and
            an amount will be payable equal to one-half of the difference
            between the Loss of the party with the higher Loss ("X") and the
            Loss of the party with the lower Loss ("Y").

      If the amount payable is a positive number, Y will pay it to X; if it is
      a negative number, X will pay the absolute value of that amount to Y.

(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination
      Date occurs because "Automatic Early Termination" applies in respect of
      a party, the amount determined under this Section 6(e) will be subject
      to such adjustments as are appropriate and permitted by law to reflect
      any payments or deliveries made by one party to the other under this
      Agreement (and retained by such other party) during the period from the
      relevant Early Termination Date to the date for payment determined under
      Section 6(d)(ii).

(iv)  Pre-Estimate.  The parties agree that if Market Quotation applies an
      amount recoverable under this Section 6(e) is a reasonable pre-estimate
      of loss and not a penalty. Such amount is payable for the loss of
      bargain and the loss of protection against future risks and except as
      otherwise provided in this Agreement neither party will be entitled to
      recover any additional damages as a consequence of such losses.


                                    D-1-10

<PAGE>


7.    Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of
the other party, except that: --

(a)   a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to
any other right or remedy under this Agreement); and

(b)   a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be
void.

8.    Contractual Currency

(a)   Payment in the Contractual Currency.  Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable
law, any obligation to make payments under this Agreement in the Contractual
Currency will not be discharged or satisfied by any tender in any currency
other than the Contractual Currency, except to the extent such tender results
in the actual receipt by the party to which payment is owed, acting in a
reasonable manner and in good faith in converting the currency so tendered
into the Contractual Currency, of the full amount in the Contractual Currency
of all amounts payable in respect of this Agreement. If for any reason the
amount in the Contractual Currency so received falls short of the amount in
the Contractual Currency payable in respect of this Agreement, the party
required to make the payment will, to the extent permitted by applicable law,
immediately pay such additional amount in the Contractual Currency as may be
necessary to compensate for the shortfall. If for any reason the amount in the
Contractual Currency so received exceeds the amount in the Contractual
Currency payable in respect of this Agreement, the party receiving the payment
will refund promptly the amount of such excess.

(b)   Judgments.  To the extent permitted by applicable law, if any judgment or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party
is entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency and will refund promptly to the other party any excess of
the Contractual Currency received by such party as a consequence of sums paid
in such other currency if such shortfall or such excess arises or results from
any variation between the rate of exchange at which the Contractual Currency
is converted into the currency of the judgment or order for the purposes of
such judgment or order and the rate of exchange at which such party is able,
acting in a reasonable manner and in good faith in converting the currency
received into the Contractual Currency, to purchase the Contractual Currency
with the amount of the currency of the judgment or order actually received by
such party. The term "rate of exchange" includes, without limitation, any
premiums and costs of exchange payable in connection with the purchase of or
conversion into the Contractual Currency.

(c)   Separate Indemnities. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the
party to which any payment is owed and will not be affected by judgment being
obtained or claim or proof being made for any other sums payable in respect of
this Agreement.

(d)   Evidence of Loss. For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.


                                    D-1-11

<PAGE>

9.    Miscellaneous

(a)   Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)   Amendments. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced
by a facsimile transmission) and executed by each of the parties or confirmed
by an exchange of telexes or electronic messages on an electronic messaging
system.

(c)   Survival of Obligations. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)   Remedies Cumulative. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)   Counterparts and Confirmations.

      (i)   This Agreement (and each amendment, modification and waiver in
      respect of it) may be executed and delivered in counterparts (including
      by facsimile transmission), each of which will be deemed an original.

      (ii)  The parties intend that they are legally bound by the terms of each
      Transaction from the moment they agree to those terms (whether orally or
      otherwise). A Confirmation shall be entered into as soon as practicable
      and may be executed and delivered in counterparts (including by
      facsimile transmission) or be created by an exchange of telexes or by an
      exchange of electronic messages on an electronic messaging system, which
      in each case will be sufficient for all purposes to evidence a binding
      supplement to this Agreement. The parties will specify therein or
      through another effective means that any such counterpart, telex or
      electronic message constitutes a Confirmation.

(f)   No Waiver of Rights.  A failure or delay in exercising any right, power
or privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)   Headings.  The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10.   Offices; Multibranch Parties

(a)   If Section 10(a) is specified in the Schedule as applying, each party that
enters into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking
office or jurisdiction of incorporation or organisation of such party, the
obligations of such party are the same as if it had entered into the
Transaction through its head or home office. This representation will be
deemed to be repeated by such party on each date on which a Transaction is
entered into.

(b)   Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c)   If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a
Transaction will be specified in the relevant Confirmation.

11.   Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other
party for and against all reasonable out-of-pocket expenses, including legal
fees and Stamp Tax, incurred by such other party by reason of the enforcement
and protection of its rights under this Agreement or any Credit Support
Document

                                    D-1-12

<PAGE>

to which the Defaulting Party is a party or by reason of the early termination
of any Transaction, including, but not limited to, costs of collection.

12.   Notices

(a)   Effectiveness.  Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated: --

      (i)   if in writing and delivered in person or by courier, on the date it
      is delivered;

      (ii)  if sent by telex, on the date the recipient's answerback is
      received;

      (iii) if sent by facsimile transmission, on the date that transmission
      is received by a responsible employee of the recipient in legible form
      (it being agreed that the burden of proving receipt will be on the
      sender and will not be met by a transmission report generated by the
      sender's facsimile machine);

      (iv) if sent by certified or registered mail (airmail, if overseas) or
      the equivalent (return receipt requested), on the date that mail is
      delivered or its delivery is attempted; or

      (v) if sent by electronic messaging system, on the date that electronic
      message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)   Change of Addresses.  Either party may by notice to the other change the
      address, telex or facsimile number or electronic messaging system
      details at which notices or other communications are to be given to it.

13.   Governing Law and Jurisdiction

(a)   Governing Law. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)   Jurisdiction. With respect to any suit, action or proceedings relating to
this Agreement ("Proceedings"), each party irrevocably: --

      (i)   submits to the jurisdiction of the English courts, if this Agreement
      is expressed to be governed by English law, or to the non-exclusive
      jurisdiction of the courts of the State of New York and the United
      States District Court located in the Borough of Manhattan in New York
      City, if this Agreement is expressed to be governed by the laws of the
      State of New York; and

      (ii)  waives any objection which it may have at any time to the laying of
      venue of any Proceedings brought in any such court, waives any claim
      that such Proceedings have been brought in an inconvenient forum and
      further waives the right to object, with respect to such Proceedings,
      that such court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the
Civil Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)   Service of Process. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any



                                    D-1-13
<PAGE>


reason any party's Process Agent is unable to act as such, such party will
promptly notify the other party and within 30 days appoint a substitute
process agent acceptable to the other party. The parties irrevocably consent
to service of process given in the manner provided for notices in Section 12.
Nothing in this Agreement will affect the right of either party to serve
process in any other manner permitted by law.

(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and
assets (irrespective of their use or intended use), all immunity on the
grounds of sovereignty or other similar grounds from (i) suit, (ii)
jurisdiction of any court, (iii) relief by way of injunction, order for
specific performance or for recovery of property, (iv) attachment of its
assets (whether before or after judgment) and (v) execution or enforcement of
any judgment to which it or its revenues or assets might otherwise be entitled
in any Proceedings in the courts of any jurisdiction and irrevocably agrees,
to the extent permitted by applicable law, that it will not claim any such
immunity in any Proceedings.

14.   Definitions

As used in this Agreement: --

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control"
of any entity or person means ownership of a majority of the voting power of
the entity or person.

"Applicable Rate" means: --

(a) in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii))
on which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Non-defaulting Party, the
Non-default Rate; and

(d) in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or
ratification of, or any change in or amendment to, any law (or in the
application or official interpretation of any law) that occurs on or after the
date on which the relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified
as such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.


                                    D-1-14

<PAGE>

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if
applicable, in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" means any Tax other than a Tax that would not be imposed
in respect of a payment under this Agreement but for a present or former
connection between the jurisdiction of the government or taxation authority
imposing such Tax and the recipient of such payment or a person related to
such recipient (including, without limitation, a connection arising from such
recipient or related person being or having been a citizen or resident of such
jurisdiction, or being or having been organised, present or engaged in a trade
or business in such jurisdiction, or having or having had a permanent
establishment or fixed place of business in such jurisdiction, but excluding a
connection arising solely from such recipient or related person having
executed, delivered, performed its obligations or received a payment under, or
enforced, this Agreement or a Credit Support Document).

"law" includes any treaty, law, rule or regulation (as modified, in the case
of tax matters, by the practice of any relevant governmental revenue
authority) and "lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and
foreign currency deposits) (a) in relation to any obligation under Section
2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so
specified, as otherwise agreed by the parties in writing or determined
pursuant to provisions contained, or incorporated by reference, in this
Agreement, (b) in relation to any other payment, in the place where the
relevant account is located and, if different, in the principal financial
centre, if any, of the currency of such payment, (c) in relation to any notice
or other communication, including notice contemplated under Section 5(a)(i),
in the city specified in the address for notice provided by the recipient and,
in the case of a notice contemplated by Section 2(b), in the place where the
relevant new account is to be located and (d) in relation to Section
5(a)(v)(2), in the relevant locations for performance with respect to such
Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be
its total losses and costs (or gain, in which case expressed as a negative
number) in connection with this Agreement or that Terminated Transaction or
group of Terminated Transactions, as the case may be, including any loss of
bargain, cost of funding or, at the election of such party but without
duplication, loss or cost incurred as a result of its terminating,
liquidating, obtaining or reestablishing any hedge or related trading position
(or any gain resulting from any of them). Loss includes losses and costs (or
gains) in respect of any payment or delivery required to have been made
(assuming satisfaction of each applicable condition precedent) on or before
the relevant Early Termination Date and not made, except, so as to avoid
duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does
not include a party's legal fees and out-of-pocket expenses referred to under
Section 11. A party will determine its Loss as of the relevant Early
Termination Date, or, if that is not reasonably practicable, as of the
earliest date thereafter as is reasonably practicable. A party may (but need
not) determine its Loss by reference to quotations of relevant rates or prices
from one or more leading dealers in the relevant markets.

"Market Quotation" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or
by such party (expressed as a positive number) in consideration of an
agreement between such party (taking into account any existing Credit Support
Document with respect to the obligations of such party) and the quoting
Reference Market-maker to enter into a transaction (the "Replacement
Transaction") that would have the effect of preserving for such party the
economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of each
applicable condition precedent) by the parties under Section 2(a)(i) in
respect of such Terminated Transaction or group of Terminated Transactions
that would, but for the occurrence of the relevant Early Termination Date,
have


                                    D-1-15
<PAGE>


been required after that date. For this purpose, Unpaid Amounts in respect of
the Terminated Transaction or group of Terminated Transactions are to be
excluded but, without limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after that Early Termination Date is
to be included. The Replacement Transaction would be subject to such
documentation as such party and the Reference Market-maker may, in good faith,
agree. The party making the determination (or its agent) will request each
Reference Market-maker to provide its quotation to the extent reasonably
practicable as of the same day and time (without regard to different time
zones) on or as soon as reasonably practicable after the relevant Early
Termination Date. The day and time as of which those quotations are to be
obtained will be selected in good faith by the party obliged to make a
determination under Section 6(e), and, if each party is so obliged, after
consultation with the other. If more than three quotations are provided, the
Market Quotation will be the arithmetic mean of the quotations, without regard
to the quotations having the highest and lowest values. If exactly three such
quotations are provided, the Market Quotation will be the quotation remaining
after disregarding the highest and lowest quotations. For this purpose, if
more than one quotation has the same highest value or lowest value, then one
of such quotations shall be disregarded. If fewer than three quotations are
provided, it will be deemed that the Market Quotation in respect of such
Terminated Transaction or group of Terminated Transactions cannot be
determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it)
if it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head
or home office.

"Potential Event of Default" means any event which, with the giving of notice
or the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria
that such party applies generally at the time in deciding whether to offer or
to make an extension of credit and (b) to the extent practicable, from among
such dealers having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a)
in which the party is incorporated, organised, managed and controlled or
considered to have its seat, (b) where an Office through which the party is
acting for purposes of this Agreement is located, (c) in which the party
executes this Agreement and (d) in relation to any payment, from or through
which such payment is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of retention
or withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or
imposed on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination
Date, the sum of: --

(a) the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b) such party's Loss (whether positive or negative and without reference to
any Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not
(in the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.


                                    D-1-14

<PAGE>


"Specified Indebtedness" means, subject to the Schedule, any obligation
(whether present or future, contingent or otherwise, as principal or surety or
otherwise) in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter
entered into between one party to this Agreement (or any Credit Support
Provider of such party or any applicable Specified Entity of such party) and
the other party to this Agreement (or any Credit Support Provider of such
other party or any applicable Specified Entity of such other party) which is a
rate swap transaction, basis swap, forward rate transaction, commodity swap,
commodity option, equity or equity index swap, equity or equity index option,
bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar
transaction (including any option with respect to any of these transactions),
(b) any combination of these transactions and (c) any other transaction
identified as a Specified Transaction in this Agreement or the relevant
confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment
or fee of any nature (including interest, penalties and additions thereto)
that is imposed by any government or other taxing authority in respect of any
payment under this Agreement other than a stamp, registration, documentation
or similar tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in
effect immediately before the effectiveness of the notice designating that
Early Termination Date (or, if "Automatic Early Termination" applies,
immediately before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated
in the Termination Currency, such Termination Currency amount and, in respect
of any amount denominated in a currency other than the Termination Currency
(the "Other Currency"), the amount in the Termination Currency determined by
the party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or,
if the relevant Market Quotation or Loss (as the case may be), is determined
as of a later date, that later date, with the Termination Currency at the rate
equal to the spot exchange rate of the foreign exchange agent (selected as
provided below) for the purchase of such Other Currency with the Termination
Currency at or about 11:00 a.m. (in the city in which such foreign exchange
agent is located) on such date as would be customary for the determination of
such a rate for the purchase of such Other Currency for value on the relevant
Early Termination Date or that later date. The foreign exchange agent will, if
only one party is obliged to make a determination under Section 6(e), be
selected in good faith by that party and otherwise will be agreed by the
parties.

"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon
Merger or, if specified to be applicable, a Credit Event Upon Merger or an
Additional Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as
certified by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early
Termination Date, the aggregate of (a) in respect of all Terminated
Transactions, the amounts that became payable (or that would have become
payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or
prior to such Early Termination Date and which remain unpaid as at such Early
Termination Date and (b) in respect of each Terminated Transaction, for each
obligation under Section 2(a)(i) which was (or would have been but for Section
2(a)(iii)) required to be settled by delivery to such party on or prior to
such Early Termination Date and which has not been so settled as at such Early
Termination Date, an amount equal to the fair market


                                    D-1-17
<PAGE>


value of that which was (or would have been) required to be delivered as of
the originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or
would have been required to have been paid or performed to (but excluding)
such Early Termination Date, at the Applicable Rate. Such amounts of interest
will be calculated on the basis of daily compounding and the actual number of
days elapsed. The fair market value of any obligation referred to in clause
(b) above shall be reasonably determined by the party obliged to make the
determination under Section 6(e) or, if each party is so obliged, it shall be
the average of the Termination Currency Equivalents of the fair market values
reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.




WACHOVIA BANK, NATIONAL ASSOCIATION         STRATS (SM) TRUST FOR DOMINION
                                            RESOURCES, INC. SECURITIES, SERIES
                                            2005-6

                                            By: U.S. Bank Trust National
                                            Association, as Trustee

By:                                         By:
   -------------------------------             --------------------------------
   Name:                                       Name:
   Title:                                      Title:
   Date:  November 21, 2005                    Date:  November 21, 2005



                                    D-1-18
<PAGE>

                                                                Exhibit D-2

                                   SCHEDULE
                                    to the
                               MASTER AGREEMENT
                     dated as of November 21, 2005 between
                WACHOVIA BANK, NATIONAL ASSOCIATION("Party A")
                                      and
                STRATS(SM) TRUST FOR DOMINION RESOURCES, INC.,
                           SERIES 2005-6 ("Party B")

Part 1. Termination Provisions

(a)     "Specified Entity" means, with respect to Party A for all purposes of
        this Agreement, none specified, and with respect to Party B for all
        purposes of this Agreement, none specified.

(b)     "Specified Transaction" has its meaning as defined in Section 14 of
        this Agreement.

(c)     "Cross Default" does not apply to Party A or Party B.

(d)     "Credit Event Upon Merger" does not apply to Party A or Party B.

(e)     "Automatic Early Termination" does not apply to Party A or Party B.

(f)     Payments on Early Termination. Except as otherwise provided in this
        Schedule, "Market Quotation" and the "Second Method" apply. In the
        case of any Terminated Transaction that is, or is subject to, any
        unexercised option, the words "economic equivalent of any payment or
        delivery" appearing in the definition of "Market Quotation" shall be
        construed to take into account the economic equivalent of the option.
        Additionally, in the event an Early Termination Date is designated by
        Party B in connection with an Event of Default or Termination Event
        with respect to which Party A is the Defaulting Party or sole Affected
        Party, then in no event shall any amount be payable under Section 6(e)
        of the Agreement by either Party A or Party B.

(g)     "Termination Currency" means United States Dollars.

(h)     Limitation on Defaults. The Events of Default specified in Section 5
        of this Agreement shall not apply to Party A or Party B except for the
        following:

        (i)     Section 5(a)(i) of this Agreement (Failure to Pay or Deliver).

        (ii)    Section 5(a)(vii) of this Agreement (Bankruptcy), provided
                that, the failure to make any payment of interest on or
                principal of the Certificates which does not give rise to an
                event of default pursuant to the terms of the Trust Agreement
                shall not be deemed to constitute a Bankruptcy within the
                meaning of clause (2) thereof with respect to Party B; and

        (iii)   Section 5(a)(viii) of this Agreement (Merger Without
                Assumption).


                                      D-2-1

<PAGE>

(i)     Additional Termination Events.

        (i)     The occurrence of any of the following events shall be an
                Additional Termination Event:

                (A)     the unsecured and unsubordinated debt obligations of
                        Party A are assigned a rating by S&P below the Hedge
                        Counterparty Required Rating ("S&P Required Rating
                        Downgrade Event"), and Party A fails to make a
                        Permitted Transfer in accordance with the provisions
                        of Part 6(a)(ii) of this Schedule within seven (7)
                        Business Days of the date on which Party A's unsecured
                        and unsubordinated debt obligations were assigned a
                        rating by S&P below the Hedge Counterparty Required
                        Rating. Party A shall notify Party B within one (1)
                        Business Day of the occurrence of a S&P Required
                        Rating Downgrade Event;

                (B)     The Certificates become due and payable prior to their
                        final scheduled maturity date for any reason;

                (C)     Party B fails to comply with sub-paragraph (e)(i) of
                        Part 6 of this Schedule; any prepayment, redemption,
                        retirement, liquidation or distribution of the
                        Underlying Securities (including as a result of a
                        Payment Default, an Acceleration or an SEC Reporting
                        Failure (as such terms are defined in the Trust
                        Agreement)) or other prepayment in full of all
                        Certificates outstanding occurs under the Trust
                        Agreement (or any notice is given to that effect and
                        such prepayment, redemption, retirement, liquidation
                        or distribution of the Underlying Securities is not
                        capable of being rescinded); any Trust Termination
                        Event (as defined in the Trust Agreement) occurs under
                        the Trust Agreement (or any notice is given by the
                        Trustee or any other authorized party to that effect)
                        and the Trustee, the Certificateholders or any other
                        authorized party thereunder takes any action or
                        exercises any rights or remedies under the Trust
                        Agreement or under law that would result in (1) the
                        appropriation of all right, title and interest in and
                        to the assets under the Trust Agreement in
                        satisfaction, in whole or in part, of the obligations
                        secured thereby, (2) the sale, liquidation or
                        disposition of the assets under the Trust Agreement
                        and the application of the proceeds thereof, in whole
                        or in part, to the obligations secured thereby, or (3)
                        the release of the security interest in the assets
                        granted under the Trust Agreement in exchange for
                        receiving either the payment, in whole or in part, of
                        the obligations secured thereby or substitute
                        collateral or credit support; or

                (D)     Party B fails to comply with sub-paragraph (j)(i) of
                        Part 1 of this Schedule, or any Additional Termination
                        Event occurs under paragraph (j) of Part 1 of this
                        Schedule in either event to the extent of the
                        applicable Affected Notional Amount as described in
                        that paragraph.


                                    D-2-2
<PAGE>

        (ii)    For purposes of the right to terminate under Section 6(b)(iv),
                Party A will be the sole Affected Party for any Additional
                Termination Event described in clause (A) of sub-paragraph (i)
                above, and Party B will be the sole Affected Party for any
                other Additional Termination Event.

        (iii)   Notwithstanding which party is the Affected Party for any
                Additional Termination Event, upon the occurrence of an Early
                Termination Date for any Additional Termination Event under
                this Part 1(i), Party A shall make the calculations under
                Section 6(e) of this Agreement as though it were the
                non-Affected Party for purposes of Section 6(e)(ii)(1) of this
                Agreement.

        (iv)    "Hedge Counterparty Required Rating" means, as applicable, at
                any time that any Certificates are outstanding under the Trust
                Agreement and have a long-term rating by S&P, the lower of:
                (x) the long-term rating assigned to the Certificates by S&P;
                and (y) A- by S&P (for so long as any Certificates are
                outstanding under the Trust Agreement and are rated by S&P);
                provided that should S&P effect an overall downward adjustment
                of its short-term or long-term ratings, then the applicable
                Hedge Counterparty Required Rating shall be downwardly
                adjusted accordingly; provided further, that any adjustment to
                a rating shall be subject to the prior written consent of S&P.

        (v)     "S&P" means, Standard & Poor's Ratings Services, a division of
                The McGraw-Hill Companies ("S&P") (so long as any Certificates
                deemed outstanding under the Trust Agreement are rated by
                S&P).

(j)     Mandatory Reduction Events. To protect Party A's interest in the Trust
        Agreement as a source of payment for Party B's obligations hereunder,
        including the priority of those payments under the Trust Agreement,
        the following provisions shall apply with respect to all Transactions
        hereunder:

        (i)     If either (x) without the prior written consent of Party A,
                Party B enters into any "Swap Agreement" (as defined in the
                Trust Agreement) on any date (a "Principal Payment Date") with
                any person or entity that would result in the Hedge Notional
                Amount exceeding the remaining Principal Balance on any date
                or (y) as the result of any payment, repayment, retirement or
                redemption of any amount of the Principal Balance under the
                Trust Agreement on any date (a "Principal Payment Date"), (A)
                the Principal Balance would be reduced to zero, or (B) the
                Hedge Notional Amount would exceed the remaining Principal
                Balance (after giving effect to that repayment), (each, a
                "Mandatory Reduction Event"), then not later than 1:00 p.m.
                (New York City time) on the date ("Mandatory Reduction Date")
                which is the second New York Business Day prior to that
                Principal Payment Date, Party B shall:

                (1)     notify Party A of that Mandatory Reduction Event,
                        including the amount to be repaid and the outstanding
                        Hedge Notional Amount; and

                (2)     specify in that notice each outstanding Transaction
                        hereunder and the


                                    D-2-3
<PAGE>

                        corresponding amount by which the Transactional
                        Notional Amount of that Transaction is to be reduced
                        for that Mandatory Reduction Event ("Affected Notional
                        Amount") so that the Hedge Notional Amount for any
                        date (after giving effect to all such reductions)
                        would not exceed the Principal Balance for that date
                        (after giving effect to any repayment) (except that if
                        the Principal Balance is reduced to zero, the Hedge
                        Notional Amount shall be reduced to zero).

        "Hedge Notional Amount" means, as of the date of determination, an
        amount equal to the aggregate Notional Amount outstanding on that date
        and for the then current Calculation Period of all Transactions
        outstanding under any Swap Agreement (as defined in the Trust
        Agreement) then in effect.

        "Principal Balance" means, on any date, the aggregate principal amount
        of the Certificates, outstanding under the Trust Agreement on that
        date, after giving effect to all repayments, redemptions, advances or
        distributions of principal thereon on that date.

        (ii)    For each Transaction for which a corresponding Affected
                Notional Amount is specified ("Affected Transaction") pursuant
                to sub-paragraph (i) above, the Notional Amount of that
                Affected Transaction shall be reduced as of the Mandatory
                Reduction Date by an amount equal to the Affected Notional
                Amount (and, if the Notional Amount otherwise accretes or
                amortizes after the Mandatory Reduction Date, the effect of
                that reduction shall be to reduce proportionately the Notional
                Amount of each future Calculation Period remaining under the
                Transaction), and an Additional Termination Event and Early
                Termination Date shall be deemed to have occurred on the
                Mandatory Reduction Date for that Transaction and Party B will
                be the sole Affected Party. For purposes of such Early
                Termination Date, the term "Terminated Transaction" as used in
                Section 6(e) of this Agreement shall be only that part of the
                Affected Transaction relating to the Affected Notional Amount,
                and the remainder of the Affected Transaction shall continue
                in full force and effect as a Transaction hereunder subject to
                the terms of this Agreement. The amount payable under Section
                6(e) of this Agreement with respect to any such Early
                Termination Date shall be due and payable in accordance with
                such Section 6(e), provided that such payment shall be made no
                later than the next "Distribution Date" under the Trust
                Agreement to occur after the Mandatory Reduction Date, and
                provided further that the Market Quotation with respect to any
                Terminated Transaction under this sub-paragraph (ii) shall be
                determined on the basis of the quotation of one Reference
                Market-maker selected by Party A, which may be Party A to the
                extent its quotation is reasonably determined in good faith.

(k)     Events of Default. An Event of Default shall not occur with respect to
        Party A under Section 5(a)(v)(1) or (2) or Section 5(a)(vi) when the
        failure to pay or deliver, or the default, event of default or other
        similar condition or event, as the case may be, arises solely (i) out
        of a wire transfer problem or an operational or administrative error
        or omission (so long as the required funds or property required to
        make that payment or delivery were otherwise available to Party A), or
        (ii) from the general unavailability of the relevant currency due to


                                    D-2-4
<PAGE>

        exchange controls or other similar governmental action, but in either
        case only if the payment or delivery is made within three Local
        Business Days after the problem has been corrected, the error or
        omission has been discovered or the currency becomes generally
        available.

(l)     Modification of Section 5(a)(i) - Failure to Pay or Deliver. Section
        5(a)(i) is hereby amended to add the following language immediately
        after the word "party" at the end of the third line of such subsection
        "provided, however, such cure period shall not apply with respect to
        any amounts payable on the Termination Date".

(m)     Reports. For purposes hereof, Party B shall cause to be delivered to
        Party A within 10 days of the end of each calendar month a statement
        ("Reporting Statement") showing the Stated Amount of all Outstanding
        Certificates as of the end of such month and the Hedge Notional Amount
        as of the end of such month and each following month during the term
        of this Agreement for all outstanding Transactions under all Swap
        Agreements which Party B has entered into, whether the same have
        already commenced or are scheduled to commence on a future date.

Part 2. Tax Provisions

(a)     Payer Tax Representations. For the purpose of Section 3(e) of this
        Agreement, each party makes the following representation:

        It is not required by any applicable law, as modified by the practice
        of any relevant governmental revenue authority, of any Relevant
        Jurisdiction to make any deduction or withholding for or on account of
        any Tax from any payment (other than interest under Section 2(e),
        6(d)(ii) or 6(e) of this Agreement) to be made by it to the other
        party under this Agreement.

        In making this representation, a party may rely on (i) the accuracy of
        any representations made by the other party pursuant to Section 3(f)
        of this Agreement, (ii) the satisfaction of the agreement contained in
        Section 4(a)(i) or 4(a)(iii) of this Agreement, and the accuracy and
        effectiveness of any document provided by the other party pursuant to
        Section 4(a)(i) or 4(a)(iii) of this Agreement, and (iii) the
        satisfaction of the agreement of the other party contained in Section
        4(d) of this Agreement, provided that it shall not be a breach of this
        representation where reliance is placed on clause (ii) above and the
        other party does not deliver a form or document under Section
        4(a)(iii) by reason of material prejudice to its legal or commercial
        position.

(b)     Payee Tax Representations. For the purpose of Section 3(f) of this
        Agreement:

        (i)     Party A makes the following representation(s):

                (A)     It is a national banking association organized or
                        formed under the laws of the United States and is a
                        United States resident for United States federal
                        income tax purposes.

                (B)     Party A makes no other Payee Tax Representations.


                                    D-2-5
<PAGE>

        (ii)    Party B makes the following representation(s):

                (A)     It is a common law trust organized or formed under the
                        laws of New York.

(c)     Tax Forms.

        (i)     Delivery of Tax Forms. For the purpose of Section 4(a)(i), and
                without limiting Section 4(a)(iii), each party agrees to duly
                complete, execute and deliver to the other party the tax forms
                specified below with respect to it (A) before the first
                Payment Date under this Agreement, (B) promptly upon
                reasonable demand by the other party and (C) promptly upon
                learning that any such form previously provided by the party
                has become obsolete or incorrect.

                In addition, in the case of any tax form that is a Periodic
                Tax Form required to be delivered by Party B under this
                Agreement, Party B agrees to renew such tax form prior to its
                expiration by completing, executing and delivering to Party A
                that tax form ("Renewal Tax Form") in each succeeding third
                year following the year of execution of any such tax form or
                Renewal Tax Form delivered by Party B to Party A under this
                Agreement so that Party A receives each Renewal Tax Form not
                later than December 31 of the relevant year. "Periodic Tax
                Form" means any IRS Form W-9 that is delivered by Party B to
                Party A without a U.S. Taxpayer Identification Number.

        (ii)    Tax Forms to be Delivered by Party A:

                Party A will deliver a correct, complete and duly executed
                U.S. Internal Revenue Service Form W-9 (or successor thereto),
                together with appropriate attachments, that eliminates U.S.
                federal withholding and backup withholding tax on payments to
                Party A under this Agreement.

        (iii)   Tax forms to be Delivered by Party B:

                Party B will deliver a correct, complete and duly executed
                U.S. Internal Revenue Service Form W-9 (or successor thereto),
                together with appropriate attachments, that eliminates U.S.
                federal withholding and backup withholding tax on payments to
                Party B under this Agreement.

Part 3. Documents

(a)     Delivery of Documents. When it delivers this Agreement, each party
        shall also deliver its Closing Documents to the other party in form
        and substance reasonably satisfactory to the other party. For each
        Transaction, a party shall deliver, promptly upon request, a duly
        executed incumbency certificate for the person(s) executing the
        Confirmation for that Transaction on behalf of that party.

(b)     Closing Documents.

        (i)     For Party A, "Closing Documents" mean:


                                    D-2-6
<PAGE>



                (A)     an opinion of Party A's counsel addressed to Party B
                        in form and substance acceptable to Party B;

                (B)     a duly executed incumbency certificate for each person
                        executing this Agreement for Party A, or in lieu
                        thereof, a copy of the relevant pages of its official
                        signature book; and

                (C)     each Credit Support Document (if any) specified for
                        Party A in this Schedule, together with a duly
                        executed incumbency certificate for the person(s)
                        executing that Credit Support Document, or in lieu
                        thereof, a copy of the relevant pages of its official
                        signature book.

        (ii)    For Party B, "Closing Documents" mean:

                (A)     an opinion of Party B's counsel addressed to Party A
                        in form and substance acceptable to Party A;

                (B)     a duly executed copy of the Trust Agreement and the
                        other operative documents relating thereto and
                        referred to therein, executed and delivered by the
                        parties thereto.

                (C)     a copy, certified by the secretary or assistant
                        secretary of Party B, of the resolutions of the board
                        of directors or extracts from the bylaws of Party B
                        authorizing the execution, delivery and performance by
                        Party B of this Agreement and authorizing Party B to
                        enter into Transactions hereunder; and

                (D)     a duly executed certificate of the secretary or
                        assistant secretary of Party B certifying the name and
                        true signature of each person authorized to execute
                        this Agreement and enter into Transactions for Party
                        B.

Part 4. Miscellaneous

(a)     Addresses for Notices. For purposes of Section 12(a) of this
        Agreement, all notices to a party shall, with respect to any
        particular Transaction, be sent to its address, telex number or
        facsimile number specified in the relevant Confirmation, provided that
        any notice under Section 5 or 6 of this Agreement, and any notice
        under this Agreement not related to a particular Transaction, shall be
        sent to a party at its address, telex number or facsimile number
        specified below.

        To Party A:

        WACHOVIA BANK, NATIONAL ASSOCIATION
        301 South College, DC-8
        Charlotte, NC 28202-0600
        Attention: Bruce M. Young
        Senior Vice President, Risk Management


                                    D-2-7
<PAGE>


        Fax: (704) 383-0575
        Phone: (704) 383-8778

        To Party B:

        STRATS(SM) Trust for Dominion Resources, Inc., Series 2005-6
        U.S. Bank Trust National Association
        100 Wall Street, Suite 1600
        New York, New York 10005
        Attention: Corporate Trust
        Fax: (212)809-5459

(b)     Process Agent. Not applicable.

(c)     Offices. Section 10(a) applies.

(d)     Multibranch Party. Neither party is a Multibranch Party.

(e)     "Calculation Agent" means Party A.

(f)     Credit Support Document.

        (i)     For Party A, the following is a Credit Support Document: none
                specified.

        (ii)    For Party B, the following is a Credit Support Document: none
                specified.

(g)     Credit Support Provider.

        (i)     For Party A, Credit Support Provider means: none specified.

        (ii)    For Party B, Credit Support Provider means: none specified.

(h)     Governing Law. This Agreement will be governed by and construed in
        accordance with the law (and not the law of conflicts except with
        respect to ss.ss. 5-1401 and 5-1402 of the New York General
        Obligations Law) of the State of New York.

(i)     Waiver of Jury Trial. To the extent permitted by applicable law, each
        party irrevocably waives any and all right to trial by jury in any
        legal proceeding in connection with this Agreement, any Credit Support
        Document to which it is a party, or any Transaction.

(j)     Netting of Payments. Section 2(c)(ii) of this Agreement will apply.

(k)     "Affiliate" has its meaning as defined in Section 14 of this
        Agreement.


                                    D-2-8
<PAGE>


Part 5. Other Provisions

(a)     ISDA Publications.

        (i)     2000 ISDA Definitions. This Agreement and each Transaction are
                subject to the 2000 ISDA Definitions (including its Annex)
                published by the International Swaps and Derivatives
                Association, Inc. (together, the "2000 ISDA Definitions") and
                will be governed by the provisions of the 2000 ISDA
                Definitions. The provisions of the 2000 ISDA Definitions are
                incorporated by reference in, and shall form part of, this
                Agreement and each Confirmation. Any reference to a "Swap
                Transaction" in the 2000 ISDA Definitions is deemed to be a
                reference to a "Transaction" for purposes of this Agreement or
                any Confirmation, and any reference to a "Transaction" in this
                Agreement or any Confirmation is deemed to be a reference to a
                "Swap Transaction" for purposes of the 2000 ISDA Definitions.
                The provisions of this Agreement (exclusive of the 2000 ISDA
                Definitions) shall prevail in the event of any conflict
                between such provisions and the 2000 ISDA Definitions.

(b)     Additional Representations. Section 3 is amended by adding the
        following Sections 3(g), (h), (i) and (j):

        "(g) Non-Reliance. For any Relevant Agreement: (i) it acts as
        principal and not as agent; (ii) it acknowledges that the other party
        acts only at arm's length and is not its agent, broker, advisor or
        fiduciary in any respect, and any agency, brokerage, advisory or
        fiduciary services that the other party (or any of its affiliates) may
        otherwise provide to the party (or to any of its affiliates) excludes
        the Relevant Agreement; (iii) with respect to Party A, it understands
        the Relevant Agreement and those risks, has determined they are
        appropriate for it, and willingly assumes those risks, and with
        respect to Party B, it has been directed to execute the Relevant
        Agreement and it understands the Relevant Agreement and those risks
        and willingly assumes those risks; (iv) it has not relied and will not
        be relying upon any evaluation or advice (including any
        recommendation, opinion, or representation) from the other party, or
        the representatives or advisors of the other party (except
        representations expressly made in the Relevant Agreement or an opinion
        of counsel required thereunder); and (vi) if a party is acting as a
        Calculation Agent or Valuation Agent, it does so not as the other
        party's agent or fiduciary, but on an arm's length basis for the
        purpose of performing an administrative function in good faith.

        "Relevant Agreement" means this Agreement, each Transaction, each
        Confirmation, any Credit Support Document, and any agreement
        (including any amendment, modification, transfer or early termination)
        between the parties relating thereto or to any Transaction.

        (h) Eligibility. It is an "eligible contract participant" within the
        meaning of the Commodity Exchange Act (as amended by the Commodity
        Futures Modernization Act of 2000).

        (i) FDIC Requirements. If it is a bank subject to the requirements of
        12 U.S.C. ss. 1823(e), its execution, delivery and performance of this
        Agreement (including the Schedule and each Confirmation) have been
        approved by its board of directors or its loan committee, such


                                    D-2-9
<PAGE>


        approval is reflected in the minutes of said board of directors or
        loan committee, and this Agreement (including the Schedule and each
        Confirmation) will be maintained as one of its official records
        continuously from the time of its execution (or in the case of any
        Confirmation, continuously until such time as the relevant Transaction
        matures and the obligations therefor are satisfied in full).

        (j) ERISA. It is not (i) an employee benefit plan as defined in
        Section 3(3) of the Employee Retirement Income Security Act of 1974,
        as amended ("ERISA") or a plan as defined in Section 4975(e) of the
        Internal Revenue Code of 1986, as amended (the "Code"), subject to
        Title I of ERISA or Section 4975 of the Code, or a plan as so defined
        but which is not subject to Title I of ERISA or Section 4975 of the
        Code (each, an "ERISA Plan"), (ii) a person or entity acting on behalf
        of an ERISA Plan, or (iii) a person or entity the assets of which
        constitute assets of an ERISA Plan.

(c)     Recorded Conversations. Each party and any of its Affiliates may
        electronically record any of its telephone conversations with the
        other party or with any of the other party's Affiliates in connection
        with this Agreement or any Transaction, and any such recordings may be
        submitted in evidence in any proceeding to establish any matters
        pertinent to this Agreement or any Transaction.

(d)     Confirmation Procedures. Upon receipt thereof, Party B shall examine
        the terms of each Confirmation sent by Party A, and unless Party B
        objects to the terms within three New York business days after receipt
        of that Confirmation, those terms shall be deemed accepted and correct
        absent manifest error, in which case that Confirmation will be
        sufficient to form a binding supplement to this Agreement
        notwithstanding Section 9(e)(ii) of this Agreement.

Part 6. Additional Terms Relating to the Trust Agreement

(a)     Permitted Transfers.

        (i)     Notwithstanding Section 7 of this Agreement, Party A may make
                a Permitted Transfer without the prior written consent of
                Party B, and at Party A's own cost and expense, if either of
                the following events occurs:

                (A)     the unsecured and unsubordinated debt obligations of
                        Party A are rated below the Hedge Counterparty
                        Required Rating by S&P at the time of the transfer; or

                (B)     any Tax Event or Tax Event Upon Merger exists with
                        respect to Party A at the time of the transfer.

        (ii)    "Permitted Transfer" means a transfer, in whole but not in
                part, of all of Party A's rights and obligations under this
                Agreement and which meets all of the following requirements:

                (A)     the transferee is a "Qualified Hedge Party " (as
                        defined in the Trust Agreement) or a recognized dealer
                        in interest rate swaps organized under the


                                    D-2-10
<PAGE>


                        laws of the United States of America or a jurisdiction
                        located in the United States of America (or another
                        jurisdiction reasonably acceptable to Party B and the
                        Trustee under the Trust Agreement) that, at the time
                        of the transfer, maintains (or its proposed guarantor
                        maintains) the Hedge Counterparty Required Rating from
                        S&P on its unsecured and unsubordinated debt, deposit
                        or letter of credit obligations;

                (B)     S&P confirms in writing that such transfer will not
                        result in a reduction or withdrawal of its then
                        current rating of the Certificates under the Trust
                        Agreement with respect to which it has previously
                        issued a rating;

                (C)     neither an Event of Default with respect to the
                        transferee nor a Termination Event would exist
                        immediately after that transfer;

                (D)     the transferee executes and delivers a written
                        agreement reasonably satisfactory to Party B and the
                        Trustee under the Trust Agreement in which the
                        transferee, among other things, legally and
                        effectively accepts all the rights and assumes all the
                        obligations of Party A under this Agreement; and

                (E)     such transfer otherwise complies with the terms of the
                        Trust Agreement.

        (b)     Transfer. No Party to this Agreement may transfer its
                obligations under this Agreement pursuant to Sections 6(b)(ii)
                or 7(a) of this Agreement except upon written confirmation
                from S&P that, any such reduction would not cause S&P's
                then-current rating on the Certificates to be adversely
                qualified, reduced, suspended or withdrawn.

        (c)     Payments. All payments to Party B under this Agreement or any
                Transaction shall be made to the Certificate Account created
                under the Trust Agreement.

        (d)     Set-off. Party A and Party B hereby waive any and all right of
                set-off with respect to any amounts due under this Agreement
                or any Transaction, provided that nothing herein shall be
                construed to waive or otherwise limit the netting provisions
                contained in Sections 2(c) and 6(e) of this Agreement or the
                setoff rights contained in any Credit Support Annex.

        (e)     Trust Agreement

                (i)     Party B hereby acknowledges that Party A is a secured
                        party under the Trust Agreement with respect to this
                        Agreement and a third-party beneficiary under the
                        Trust Agreement and Party B agrees for the benefit of
                        Party A that neither it nor any other Person will take
                        any action (whether in the form of an amendment, a
                        modification, waiver, approval, consent or otherwise)
                        which may have a material adverse effect with respect
                        to the rights, interest or benefits granted to Party A
                        under the Trust Agreement with respect to this
                        Agreement, whether or not this Agreement is
                        specifically referred to or identified therein.

                (ii)    On the date Party B executes and delivers this
                        Agreement and on each date on which a Transaction is
                        entered into, Party B hereby represents and warrants
                        to Party A: that


                                    D-2-11
<PAGE>

                        the Trust Agreement is in full force and effect; that
                        Party B is not party to any separate agreement with
                        any of the parties to the Trust Agreement that would
                        have the effect of diminishing or impairing the
                        rights, interests or benefits that have been granted
                        to Party A under, and which are expressly set forth
                        in, the Trust Agreement; that Party B's obligations
                        under this Agreement are secured under the Trust
                        Agreement; and that nothing herein violates or
                        conflicts with any of the provisions of the Trust
                        Agreement or any other documents executed in
                        connection therewith.

        (f)     Consent to Notice & Communications. Party B hereby consents to
                the giving to the Trustee of notice by Party A of Party A's
                address and telecopy and telephone numbers for all purposes of
                the Trust Agreement, and in addition, Party A shall also be
                entitled at any time to provide the Trustee with copies of
                this Agreement, including all Confirmations. In addition,
                Party A shall not be precluded from communicating with the
                Trustee or any party to, or any third party beneficiary under,
                the Trust Agreement for the purpose of exercising, enforcing
                or protecting any of Party A's rights or remedies under this
                Agreement or any rights, interests or benefits granted to
                Party A under the Trust Agreement.

        (g)     No Bankruptcy Petition. Party A agrees that, prior to the date
                which is at least one year and one day after all Rated
                Indebtedness (as hereinafter defined) has been paid in full,
                it will not institute against, or join any other person or
                entity in instituting against, Party B any bankruptcy,
                reorganization, arrangement, insolvency, moratorium or
                liquidation proceedings, or other proceedings under federal or
                State bankruptcy or similar laws, provided that nothing herein
                shall preclude, or be deemed to estop, Party A from taking any
                action in any case or proceeding voluntarily filed or
                commenced by or on behalf of Party B or in any involuntary
                case or proceeding after it has commenced.

        (h)     Limitation of Liability. Notwithstanding anything contained
                herein to the contrary, in executing this Agreement (including
                the Schedule and each Confirmation) on behalf of Party B, the
                Trustee is acting solely in its capacity as trustee of Party B
                and not in its individual capacity, and in no event shall the
                Trustee, in its individual capacity or as beneficial owner of
                Party B, have any liability for the representations,
                warranties, covenants, agreements or other obligations of
                Party B hereunder, for which recourse shall be had solely to
                the assets of Party B.

        (i)     Party A Rights Solely Against Collateral. The liability of
                Party B to Party A hereunder is limited in recourse to the
                assets of Party B and to the extent that the proceeds of such
                assets, when applied in accordance with the Trust Agreement,
                are insufficient to meet the obligations of Party B hereunder
                in full, Party B shall have no further liability in respect of
                any such outstanding obligations and any obligations of Party
                B which remain outstanding shall be extinguished. Party A
                further agrees that it shall not take any action against the
                directors, shareholders, administrator or officers of Party B
                to recover any amounts due hereunder (absent fraud or willful
                misconduct by any such person). This clause shall survive the
                termination of this agreement for any reason.


                                    D-2-12
<PAGE>


Part 7. Definitions:

        All capitalized terms used herein and not defined, shall have the
        definition ascribed to them in the Trust Agreement.

        "Rated Indebtedness," means the Certificates issued under the Trust
        Agreement.

j       "Securities Intermediary" means U.S. Bank Trust, National Association
        or any successor, acting as Securities Intermediary pursuant to the
        Trust Agreement.

        "Trust Agreement" means that certain STRATS(SM) Certificates Series
        Supplement 2005-6 between Synthetic Fixed-Income Securities, Inc., as
        trustor (the "Trustor") and the Trustee and Securities Intermediary,
        dated as of November 21, 2005, which was entered into pursuant to, and
        as a supplement to, that certain Base Trust Agreement, dated as of
        September 26, 2003 by and between the Trustor and the Trustee.

        "Trustee" means U.S. Bank Trust, National Association or any
        successor, acting as Trustee pursuant to the Trust Agreement.


                                    D-2-13

<PAGE>





<PAGE>

IN WITNESS WHEREOF, the parties have executed this Schedule by their duly
authorized signatories as of the date hereof.

WACHOVIA BANK, NATIONAL ASSOCIATION




By:__________________________________
   Name:
   Title:



STRATS(SM) TRUST FOR DOMINION RESOURCES, INC., SERIES 2005-6

By:  U.S. Bank Trust National Association, as Trustee



By:   __________________________________
Name:
Title:





<PAGE>


                                                                   Exhibit D-3


                   RATE COLLAR TRANSACTION CONFIRMATION

[LOGO OMITTED]WACHOVIA

Date:           November 21, 2005
To:             STRATS(SM)Trust for Dominion Resources, Inc. Securities,
                Series 2005-6 ("Counterparty")
Address:        U.S. Bank Trust National Association
                100 Wall Street, Suite 1600
                New York NY
                10005 USA
Fax:            704-374-2872
Attention:      Sir or Madam
From:           Wachovia Bank, N.A. ("Wachovia")
Ref. No:        1267407, 1267408

Dear Sir or Madam:

This confirms the terms of the Transaction described below between
Counterparty and Wachovia. The definitions and provisions contained in the
2000 ISDA Definitions, as published by the International Swaps and Derivatives
Association, Inc., are incorporated into this Confirmation. In the event of
any inconsistency between those definitions and provisions and this
Confirmation, this Confirmation will govern.

1.   The terms of the particular Transaction to which the Confirmation
     relates are as follows:

Transaction Type:                   Interest Rate Swap

Currency for Payments:              U.S. Dollars

Notional Amount:                    USD 25,000,000.00

Term:
   Trade Date:                      November 01, 2005
   Effective Date:                  November 11, 2005
   Termination Date:                June 15, 2035

Fixed Amounts:
   Fixed Rate Payer:                Counterparty
   Period End Dates:                Semi-annually on the 15th of each December
                                    and June commencing December 15, 2005,
                                    through and including June 15, 2035;
                                    No Adjustment.
   Payment Dates:                   Semi-annually on the 15th of each December
                                    and June commencing December 15, 2005,
                                    through and including June 15, 2035.
   Business Day Convention:         Following
   Business Day:                    New York
   Fixed Rate:                      5.95%
   Fixed Rate Day Count Fraction    30/360



                                    D-3-1

<PAGE>

Additional Fixed Amount:

   Fixed Amount Payer:                 Wachovia
   Fixed Amount:                       USD 175,000.00
   Fixed Amount
   Payment Date:                       November 21, 2005

Floating Amounts:

   Floating Rate Payer:                Wachovia
   Period End Dates:                   Monthly on the 5th of each month
                                       commencing December 05, 2005, through
                                       and including the June 05, 2035.
                                       Notwithstanding the provisions of
                                       Section 4.13 of the 2000 ISDA
                                       Definitions, the Termination Date shall
                                       not be a Period End Date hereunder. The
                                       final Calculation Period End Date shall
                                       be June 05, 2035; No Adjustment.
   Payment Dates:                      Monthly on the 15th of each month,
                                       commmencing December 15, 2005, through
                                       and including June 15, 2035.
   Business Day Convention:            Following
   Business Day:                       New York
   Floating Rate Option:               USD-TBILL-H15
   Designated Maturity:                3 Months
   Spread:                             Plus 1.15%
   Floating Rate Day Count Fraction:   Actual/Actual
   Reset Dates:                        Weekly on Monday
   Method of Averaging:                Unweighted Average
   Compounding:                        Inapplicable
   Rounding convention:                5 decimal places per the ISDA
                                       Definitions.

Interest Rate Cap:

   Floating Rate Payer:                Counterparty
   Cap Rate:                           8.00%
   Period End Dates:
                                       Monthly on the 5th of each month
                                       commencing December 05, 2005, through
                                       and including the June 05, 2035.
                                       Notwithstanding the provisions of
                                       Section 4.13 of the 2000 ISDA
                                       Definitions, the Termination Date shall
                                       not be a Period End Date hereunder. The
                                       final Calculation Period End Date shall
                                       be June 05, 2035; No Adjustment.

   Payment Dates:                      Monthly on the 15th of each month,
                                       commencing December 15, 2005, through
                                       and including June 15, 2035.

   Business Day Convention:            Following
   Business Day:                       New York
   Floating Rate Option:               USD-TBILL-H15
   Designated Maturity:                3 Months
   Spread:                             Plus 1.15%
   Floating Rate Day Count Fraction:   Actual/Actual
   Reset Dates:                        Weekly on Monday
   Method of Averaging:                Unweighted Average
   Compounding:                        Inapplicable
   Rounding Convention:                5 decimal places per the ISDA
                                       Definitions.

Interest Rate Floor:

   Floating Rate Payer:                Wachovia
   Floor Rate:                         3.00%
   Period End Dates:                   Monthly on the 5th of each month
                                       commencing December 05, 2005, through


                                    D-3-2

<PAGE>

                                       and including the June 05, 2035.
                                       Notwithstanding the provisions of
                                       Section 4.13 of the 2000 ISDA
                                       Definitions, the Termination Date shall
                                       not be a Period End Date hereunder. The
                                       final Calculation Period End Date shall
                                       be June 05, 2035; No Adjustment.
   Payment Dates:                      Monthly on the 15th of each month,
                                       commencing December 15, 2005, through
                                       and including June 15, 2035.
   Business Day Convention:            Following
   Business Day:                       New York
   Floating Rate Option:               USD-TBILL-H15
   Designated Maturity:                3 Months
   Spread:                             Plus 1.15%
   Floating Rate Day Count Fraction:   Actual/Actual
   Reset Dates:                        Weekly on Monday
   Method of Averaging:                Unweighted Average
   Compounding:                        Inapplicable
   Rounding Convention:                5 decimal places per the ISDA
                                       Definitions.


2. The additional provisions of this Confirmation are as follows:

Calculation Agent:                     Wachovia
Payment Instructions:                  Wachovia Bank, N.A.
                                       CIB Group, ABA 053000219
                                       Ref: Derivative Desk
                                       (Trade No: 1267407, 1267408)
                                       Account #: 04659360006116

Wachovia Contacts:                     Settlement and/or Rate Resets:
                                       1-800-249-3865
                                       1-704-383-8429

                                       Documentation:
                                       Tel: (704) 383-4599
                                       Fax: (704) 383-9139
                                       Collateral:
                                       Tel: (704) 383-9529
                                       Please quote transaction reference
                                       number.

Payments to Counterparty:              US Bank
                                       ABA# 091 000 022
                                       BNF: U.S. Bank Trust N.A.
                                       A/C 1801 2116 7365
                                       Attn: Gagendra Hiralal 212-361-3834
                                       Ref: STRATS(SM)Trust for Dominion
                                       Resources, Inc. Securities,
                                       Series 2005-6, A/C # 791861000

Documentation

This Confirmation supplements, forms part of, and is subject to, the ISDA
Master Agreement between Wachovia and Counterparty dated as of November 21,
2005, as amended and supplemented from time to time (the "ISDA Master
Agreement"). All provisions contained or incorporated by reference in the
Master Agreement will govern this Confirmation except as expressly modified
herein.



                                    D-3-3

<PAGE>

Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing a copy of this Confirmation and returning it to us or
by sending to us a letter substantially similar to this letter, which letter
sets forth the material terms of the Transaction to which this Confirmation
relates and indicates your agreement to those terms.

                               Very truly yours,
                               Wachovia Bank, N.A.


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


                                   SP__



                                   Ref. No. 1267407, 1267408

Accepted and Confirmed as of date first
written above:
STRATS(SM)Trust for Dominion
Resources, Inc. Securities, Series 2005-6


By: U.S. Bank Trust National
Association, as Trustee



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





                                    D-3-2

<PAGE>



                                                                    EXHIBIT E


                   EVIDENCE OF INTEGRATION FOR TAX PURPOSES

            This information is retained on behalf of each Certificateholder
and is intended to comply with requirements imposed by Section 1.1275-6(e) of
the United States Treasury Regulations.

      (1) The date the qualifying debt instrument was issued or acquired (or
      is expected to be issued or acquired) by the taxpayer and the date the
      Section 1.1275-6 hedge was entered into by the taxpayer.

      The Trust acquired the qualifying debt instrument on November 21, 2005
      and entered into the Section 1.1275-6 hedge on the same date. Each
      Certificateholder simultaneously acquires its interest in the qualifying
      debt instrument and enters into the Section 1.1275-6 hedge on the trade
      date identified in the trade confirmation for the purchase of
      Certificates.

      (2) A description of the qualifying debt instrument and the Section
      1.1275-6 hedge.

      The qualifying debt instrument is $25,000,000 in aggregate principal
      amount of Series B 5.95% Senior Notes Due 2035 issued by Dominion
      Resources, Inc. The Section 1.1275-6 hedge is a swap agreement between
      the Trust and Wachovia Bank, N.A., as evidenced by an ISDA Master
      Agreement (including a schedule thereto) dated as of November 21, 2005
      and as supplemented by a confirmation number 1267407, 1267408, in the
      form attached to this series supplement as Exhibit D.

      (3) A summary of the cash flows and accruals resulting from treating the
      qualifying debt instrument and the Section 1.1275-6 hedge as an
      integrated transaction (that is, the cash flows and accruals on the
      synthetic debt instrument).

            A single principal payment of $25,000,000 is payable on the
maturity date of June 15, 2035. Interest payments at the three-month Treasury
Bill Average plus 1.15% per annum (but no less than 3.00% per annum and no
more than 8.00% per annum) (each such interest payment, an "Interest Payment")
are payable on the 15th day of each calendar month (or if the 15th calendar
day is not a business day, on the next succeeding business day).

            For any Interest Period (as hereinafter defined), the "three-month
Treasury Bill Average" will be, with respect to any Interest Period, the
unweighted average of the USD-TBILL-H.15 rate for each Reset Date that
occurred during the Reset Period applicable to that Interest Period.

            For purposes hereof, the term "USD-TBILL-H.15 rate" shall mean the
rate for a Reset Date which appears on either the Telerate page 56 or the
Telerate page 57 opposite the three (3) month designated maturity under the
heading "INVEST RATE." If United States Treasury bills of the three (3) month
designated maturity have been auctioned on a Reset Date but such rate for such
Reset Date does not appear on either the Telerate Page 56 or the Telerate


                                      E-1
<PAGE>


Page 57, the rate for that Reset Date will be the Bond Equivalent Yield of the
rate set forth in H.15 Daily Update, or such other recognized electronic source
used for the purpose of displaying such rate, for that day in respect of the
three (3) month designated maturity under the caption "U.S. Government
securities/Treasury bills/Auction high." If United States Treasury bills of
the three (3) month designated maturity have been auctioned on a Reset Date
but such rate for such Reset Date does not appear on either the Telerate Page
56 or the Telerate page 57 and such rate is not set forth in the H.15 Daily
Update in respect of the three (3) month designated maturity under the caption
"U.S. Government securities/Treasury bills/Auction high" or another recognized
electronic source, the rate for that Reset Date will be the Bond Equivalent
Yield of the auction rate for those Treasury bills as announced by the United
States Department of the Treasury. If the United States Treasury bills of the
three (3) month designated maturity are not auctioned during any period of
seven consecutive calendar days ending on, and including, any Friday and a
Reset Date would have occurred if such Treasury bills had been auctioned
during that seven-day period, a Reset Date will be deemed to have occurred on
the day during that seven-day period on which such Treasury bills would have
been auctioned in accordance with the usual practices of the United States
Department of the Treasury, and the rate for that Reset Date will be
determined as if the parties had specified "USD-TBILL-Secondary Market" as the
applicable USD-TBILL-H.15 rate. For purposes hereof, the terms "Bond
Equivalent Yield", "H.15 Daily Update" and "USD-TBILL-Secondary Market" shall
each have the meanings set forth in the Annex to the 2000 ISDA Definitions
(June 2000 Version) as published by the International Swaps and Derivatives
Association, Inc.

            For purposes hereof, the term "USD-TBILL-H.15 rate" shall mean the
rate for a Reset Date which appears on either the Telerate page 56 or the
Telerate page 57 opposite the three (3) month designated maturity under the
heading "INVEST RATE." If United States Treasury bills of the three (3) month
designated maturity have been auctioned on a Reset Date but such rate for such
Reset Date does not appear on either the Telerate Page 56 or the Telerate Page
57, the rate for that Reset Date will be the Bond Equivalent Yield of the rate
set forth in H.15 Daily Update, or such other recognized electronic source
used for the purpose of displaying such rate, for that day in respect of the
three (3) month designated maturity under the caption "U.S. Government
securities/Treasury bills/Auction high." If United States Treasury bills of
the three (3) month designated maturity have been auctioned on a Reset Date
but such rate for such Reset Date does not appear on either the Telerate Page
56 or the Telerate page 57 and such rate is not set forth in the H.15 Daily
Update in respect of the three (3) month designated maturity under the caption
"U.S. Government securities/Treasury bills/Auction high" or another recognized
electronic source, the rate for that Reset Date will be the Bond Equivalent
Yield of the auction rate for those Treasury bills as announced by the United
States Department of the Treasury. If the United States Treasury bills of the
three (3) month designated maturity are not auctioned during any period of
seven consecutive calendar days ending on, and including, any Friday and a
Reset Date would have occurred if such Treasury bills had been auctioned
during that seven-day period, a Reset Date will be deemed to have occurred on
the day during that seven-day period on which such Treasury bills would have
been auctioned in accordance with the usual practices of the United States
Department of the Treasury, and the rate for that Reset Date will be
determined as if the parties had specified "USD-TBILL-Secondary Market" as the
applicable USD-TBILL-H.15 rate. For purposes hereof, the terms "Bond
Equivalent Yield", "H.15 Daily Update" and "USD-TBILL-Secondary Market" shall
each have the meanings set


                                      E-2
<PAGE>

forth in the Annex to the 2000 ISDA Definitions (June 2000 Version) as
published by the International Swaps and Derivatives Association, Inc.

            "Interest Period" means, with respect to the first distribution
date, the period from and including the original issue date of the
Certificates to, but excluding, December 15, 2005, and thereafter, so long as
the Swap Agreement is in effect, the period from and including the 15th day of
the preceding calendar month to, but excluding, the 15th day of the current
calendar month.

            For each Interest Period, the term "Reset Date" means each Monday
during the Reset Period applicable to that Interest Period, provided, however,
that if any such Monday is not a Business Day, then the Reset Date shall be
deemed to be the next succeeding Business Day and if pursuant to the
next-to-last sentence of the prior paragraph, a Reset Date would be deemed to
have occurred during such Reset Period on other than a Monday, then the Reset
Date shall be deemed to have been such other date. The term "Reset Period"
means, for each Interest Period, the period that starts 10 calendar days prior
to the first day of such Interest Period and ends 10 calendar days prior to
the last day of such Interest Period. "Business Day" means any other day other
than a Saturday, a Sunday or a day on which banking institutions in New York,
New York are authorized or obligated by law or executive order to be closed.

            "Telerate Page 56" and "Telerate Page 57" mean the display pages
so designated on Moneyline's Telerate Service (or such other page as may
replace that page on that service, or such other service as may be nominated
as the information vendor, for the purpose of displaying the USD-TBILL-H.15
rate).


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