Exhibit 4.2

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






                                SERIES SUPPLEMENT

                       CORPORATE BACKED TRUST CERTIFICATES

                              SERIES 200_-[ ] TRUST

                                     between

                          BEAR STEARNS DEPOSITOR INC.,

                                  as Depositor

                                       and

                                   [trustee],

                                   as Trustee

                       CORPORATE BACKED TRUST CERTIFICATES

                              Dated as of [ ], 200_







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

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

SECTION 1.    INCORPORATION OF STANDARD TERMS.................................1

SECTION 2.    DEFINITIONS.....................................................1

SECTION 3.    DESIGNATION OF TRUST AND CERTIFICATES...........................5

SECTION 4.    TRUST CERTIFICATES..............................................6

SECTION 5.    DISTRIBUTIONS...................................................6

SECTION 6.    TRUSTEE'S FEES..................................................8

SECTION 7.    OPTIONAL EXCHANGE; OPTIONAL REDEMPTION..........................8

SECTION 8.    EVENTS OF DEFAULT..............................................10

SECTION 9.    MISCELLANEOUS..................................................10

SECTION 10.   GOVERNING LAW..................................................13

SECTION 11.   COUNTERPARTS...................................................13

SECTION 12.   TERMINATION OF THE TRUST.......................................13

SECTION 13.   SALE OF UNDERLYING SECURITIES..................................13

SECTION 14.   AMENDMENTS.....................................................13

SECTION 15.   VOTING OF UNDERLYING SECURITIES, MODIFICATION OF INDENTURE.....13

SCHEDULE I    SERIES 200_-[ ] UNDERLYING SECURITIES SCHEDULE
EXHIBIT A-1   FORM OF TRUST CERTIFICATE CLASS A-1
EXHIBIT A-2   FORM OF TRUST CERTIFICATE CLASS A-2

                                       i
<PAGE>

                                SERIES SUPPLEMENT

                       CORPORATE BACKED TRUST CERTIFICATES

                              Series 200_-[ ] TRUST

          SERIES SUPPLEMENT, Series 200_-[ ], dated as of [ ] (the "Series
Supplement"), by and between BEAR STEARNS DEPOSITOR INC., as Depositor (the
"Depositor"), and [Trustee], as Trustee (the "Trustee").

                              W I T N E S S E T H:

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

          WHEREAS, the Depositor desires to deposit the Underlying Securities
set forth on Schedule I attached hereto (the "Underlying Securities Schedule")
into the Trust;

          WHEREAS, in connection with the creation of the Trust and the deposit
therein of the Underlying Securities, it is desired to provide for the issuance
of [trust] certificates (the "Certificates") evidencing undivided interests in
the Trust; and

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

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

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

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

          "Available Funds" shall have the meaning specified in the Standard
Terms, except that investment income earned on funds invested pursuant to
Section 3.05 of the Standard Terms shall be included in Available Funds.


<PAGE>

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

          "Call Date" shall mean any date occurring on or after [ ], 200_, or
after the announcement of any redemption or other unscheduled payment or sale of
the Underlying Securities on which the Call Rights are exercised and the
proceeds of an Optional Call are distributed to holders of the Certificates
pursuant to Section 7 hereof.

          "Call Price" shall mean, for each related Call Date, (i) in the case
of the Class [A-1] Certificates the par value of the Certificates, plus any
accrued and unpaid interest on such amount to but excluding the Call Date and
(ii) in the case of the Class [A-2] Certificates, any accrued and unpaid
interest on the notional amount of such Certificates called to but excluding the
Call Date, plus the additional amount (or portion thereof, in case of a partial
call) set forth under the heading "Value" in Schedule II hereof for such Call
Date or, if such Call Date is not a Distribution Date, the immediately following
Distribution Date.

          "Call Request" shall have the meaning specified in Section 7(b)
hereof.

          "Call Rights" shall mean the rights to purchase in whole or in part at
the Call Price the Certificates, and thereby cause an Optional Call of the
Certificates on any Call Date pursuant to the Optional Call provisions of
Section 7 hereof.

          "Certificate Account" shall have the meaning specified in the Standard
Terms.

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

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

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

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

          "Collection Period" shall mean, (i) with respect to each December
Distribution Date, the period beginning on the day after the June Distribution
Date and ending on such December Distribution Date, inclusive and, (ii) with
respect to each June Distribution Date, the period beginning on the day after
the December Distribution Date of a given year and ending on the June
Distribution Date of the following year, inclusive; provided, however, that
clauses (i) and (ii) shall be subject to Section 9(f) hereof.

          "Corporate Trust Office" shall mean the office of [trustee] located at
[address].



                                       2
<PAGE>

          "Currency" shall mean United States Dollars.

          "Depository" shall mean The Depository Trust Company.

          "Distribution Date" shall mean [ ] and [ ] of each year (or if such
date is not a Business Day, the next succeeding Business Day), commencing on
[ ], 200_ and ending on the Final Scheduled Distribution Date (absent the
exercise by the Underlying Securities Issuer of its right to defer interest
payments) or any date on which the Underlying Securities Issuer exercises an
optional redemption right.

          "Eligible Account" shall have the meaning specified in the Standard
Terms.

          "Eligible Investments" shall be as defined in the Standard Terms;
provided, however, that (i) the minimum required rating for long-term
instruments will be equal to the rating of the Underlying Securities, and (ii)
the rating of any short-term instruments will be [A-1+] by S&P and [P1] by
Moody's; and provided, further, that any such investment matures no later than
the Business Day prior to any related Distribution Date and that any such
investment be denominated in U.S. dollars.

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

          "Extraordinary Trust Expenses" shall have the meaning specified in the
Standard Terms.

          "Final Scheduled Distribution Date" shall mean [ ], 20__.

          "Indenture" shall mean the indenture pursuant to which the Underlying
Securities were issued.

          "Interest Accrual Period" shall mean for any Distribution Date, the
period from and including the preceding Distribution Date (or in the case of the
first Interest Accrual Period, from and including [ ], 200_) to but excluding
the current Distribution Date.

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

          "Liquidation Proceeds" shall have the meaning specified in the
Standard Terms.

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

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



                                       3
<PAGE>

          "Optional Call" shall mean the call of the Certificates by the Rights
Holder, in whole or in part, resulting from the exercise of Call Rights by the
Rights Holder, pursuant to Section 7 hereof.

          "Optional Exchange" shall mean the exchange of the Certificates by the
Trust for the Underlying Securities, pursuant to Section 7 hereof.

          "Optional Exchange Date" shall mean any Distribution Date on which
Underlying Securities subject to Optional Exchange are distributed to the
Depositor or any of its Affiliates, as a Certificateholder.

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

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

          "Prospectus Supplement" shall mean the Prospectus Supplement, dated
[     ], 200_, relating to the Certificates.

          "Rating Agency" shall mean Moody's and S&P.

          "Rating Agency Condition" shall have the meaning specified in the
Standard Terms.

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

          "Required Interest" shall have the meaning specified in the Standard
Terms.

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

          "Required Percentage-Direction of Trustee" shall be 66-2/3% of the
aggregate Voting Rights.

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

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

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

          "Rights Holder" shall mean the holder of the Call Rights.

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



                                       4
<PAGE>

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

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

          "Trust Property" shall mean the Underlying Securities described on
Schedule I hereto and the Certificate Account.

          "Underlying Securities" shall mean [ ] aggregate principal amount of
[  ]% [Debentures] due 20__ issued by the Underlying Securities Issuer, as set
forth on Schedule I attached hereto (subject to Section 3(d) hereof).

          "Underlying Securities Issuer" shall mean [ ].

          "Underlying Securities Trustee" shall mean [ ].

          "Underwriters" shall mean Bear Stearns & Co. Inc., an affiliate of the
Depositor, [ ].

          "Voting Rights" shall, in the entirety, unless otherwise set forth
herein, be allocated among all Class [A-1] Certificateholders in proportion to
the then unpaid principal amounts of their respective Certificates.

     Section 3. Designation of Trust and Certificates. The Trust created hereby
shall be known as the "Corporate-Backed Trust Certificates, Series 200_-[ ]
Trust." The Certificates evidencing certain undivided ownership interests
therein shall be known as "Corporate Backed Trust Certificates, Series
200_-[ ]." The Certificates shall consist of the Class [A-1] Certificates and
the Class [A-2] Certificates (together, the "Certificates").

     (a) The Certificates shall be held through the Depository in book-entry
form and shall be substantially in the forms attached hereto as Exhibits [A-1]
and [A-2]The Class A-1 Certificates shall be issued in denominations of $[25]The
Class [A-2] Certificates shall be issued in minimum notional denominations of
$[1,000,000] and in integral multiples of $[1,000] in excess thereof[One Class
A-2 Certificate may be issued in a notional amount that is not an integral
multiple of the applicable minimum denomination.] Except as provided in the
Standard Terms and in paragraph (d) in this Section, the Trust shall not issue
additional Certificates or incur any indebtedness.

     (b) The Class [A-1] Certificates have an initial aggregate Certificate
Principal Amount of [ ]The Class [A-2] Certificates are interest-only
Certificates, and have a notional principal amount equal to the Certificate
Principal Amount of the Class [A-1] Certificates.

     (c) The holders of the Class [A-1] Certificates will be entitled to receive
on each Distribution Date the interest, if any, received on the Underlying
Securities, to the extent necessary to pay interest at a rate of [ ]% per annum
on the outstanding Certificate Principal Amount of the Class [A-1] Certificates.
The holders of the Class [A-2] Certificates will be entitled to receive on each
Distribution Date the interest, if any, received on the Underlying Securities,
to the extent necessary to pay interest at a rate of [ ]% per annum on the
outstanding


                                       5
<PAGE>

notional principal amount of the Class [A-2] Certificates. On [ ], the Trustee
will pay to the Depositor the amount of interest accrued on the Underlying
Securities from [ ] to but not including the Closing Date.]

     (d) The Depositor may sell to the Trustee additional Underlying Securities
on any date hereafter upon at least 3 Business Days notice to the Trustee and
upon (i) satisfaction of the Rating Agency Condition and (ii) delivery of an
Opinion of Counsel to the effect that the sale of such additional Underlying
Securities will not materially increase the likelihood that the Trust would fail
to qualify as a grantor trust under the Code. Upon such sale to the Trustee, the
Trustee shall deposit such additional Underlying Securities in the Certificate
Account, and shall authenticate and deliver to the Depositor, or its order,
[Class A-1] Certificates in a Certificate Principal Amount, and [Class A-2]
Certificates in [a notional amount], equal to the principal amount of such
additional Underlying Securities. Any such additional Certificates authenticated
and delivered shall have the same terms and rank pari passu with the
corresponding classes of Certificates previously issued in accordance with this
Series Supplement.

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

          (i)  the Underlying Securities set forth on the Underlying Securities
               Schedule; and

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

     Section 5. Distributions. b) On each applicable Distribution Date, the
Trustee shall apply Available Funds in the Certificate Account as follows in the
following order of priority:

          (i)  the Trustee will pay the interest portion of Available Funds:

               (A) first, to the Trustee, as reimbursement for any Extraordinary
          Trust Expenses incurred by the Trustee in accordance with Section 6(b)
          below and approved by 100% of the Certificateholders; and

               (B) second, to the holders of the Class [A-1] Certificates and
          the holders of the Class [A-2] Certificates, interest accrued and
          unpaid on each such Class pro rata in proportion to their entitlements
          thereto; and

          (ii) the Trustee will pay the principal portion of Available Funds:

               (A) first, to the Trustee, as reimbursement for any remaining
          Extraordinary Trust Expenses incurred by the Trustee in accordance
          with Section 6(b) below and approved by 100% of the
          Certificateholders; and

               (B) second, to the holders of the Class A-1 Certificates the
          Certificate Principal Amount



                                       6
<PAGE>

     (b) Notwithstanding the foregoing, in the event that the Underlying
Securities are redeemed or prepaid in whole or in part for any reason other than
at their maturity (for instance, if the Underlying Securities are paid early in
connection with a liquidation of [ ] or in connection with certain adverse tax
events), Available Funds will be allocated in the following order of priority:
(1) to the holders of the Class [A-1] Certificates, an amount equal to the
outstanding principal amount thereof plus accrued and unpaid interest thereon,
(2) to the holders of the Class [A-2] Certificates, the present value of all
amounts that would otherwise have been payable on the Class [A-2] Certificates
for the period from the date of such redemption or prepayment to the Final
Scheduled Distribution Date using a discount rate of [ ]% per annum, assuming no
delinquencies, deferrals, redemptions or prepayments on the Underlying
Securities and (3) any remainder shall be allocated to the holders of the Class
[A-1] Certificates and the Class [A-2] Certificates pro rata in proportion to
the ratio of [ ] to [ ]; provided however that the Trustee shall be reimbursed
for any Extraordinary Expenses incurred by the Trustee in accordance with
Section 6(b) below and approved by 100% of the Certificateholders prior to any
distributions made pursuant to this Section.

     (c) Notwithstanding any other provision hereof, in the event of the
occurrence of (i) a payment default on the Underlying Securities or (ii) an
acceleration of the date of maturity of the Underlying Securities in connection
with a default thereon, 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,
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. If the
Trustee is directed to sell the Underlying Securities, the Trustee shall solicit
bids for the sale of the Underlying Securities with settlement thereof on or
before the third (3rd) Business Day after such sale from three leading dealers
in the relevant market. Any of the following dealers (or their successors) shall
be deemed to qualify as leading dealers: (1) [ ] (2) [ ]., (3) [ ] (4) [ ] ,
(5) [ ] and (6) [ ]. 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 the event of such sale or of an
acceleration and a corresponding payment on the Underlying Securities, the
Trustee shall distribute the proceeds to the Certificateholders no later than
two Business Days after the receipt of immediately available funds in accordance
with Section 5(b) hereof.

     (d) In the event that the Trustee receives non-cash property in respect of
the Underlying Securities as a result of a payment default on the Underlying
Securities (including from the sale thereof), the Trustee will promptly give
notice to the Depositary, or for any Certificates which are not then held by DTC
or any other depository, directly to the registered holders of the Certificates
then outstanding and unpaid. Such notice shall state that, not later than 30
days after the receipt of such moneys or other property, the Trustee will
allocate and distribute such property to the holders of Class [A-1] Certificates
and Class [A-2] Certificates then outstanding and unpaid, (after deducting the
costs incurred in connection therewith) in accordance with Section 5(b) hereof.
Property other than cash will be liquidated by the Trustee, and the proceeds
thereof distributed in cash, only to the extent necessary to avoid distribution
of fractional securities to Certificateholders. In-kind distribution of such
property to


                                       7
<PAGE>

Certificateholders will be deemed to reduce the principal amount of Certificates
on a dollar-for-dollar basis.

     (e) Subject to Section 9(f) hereof, to the extent Available Funds are
insufficient to make any required distributions due to any Class of Certificates
on any Distribution Date, any shortfall will be carried over and will be
distributed on the next Distribution Date (or date referred to in Section 5(f)
hereof) on which sufficient funds are available on the Available Funds to pay
such shortfall.

     (f) If a payment with respect to the Underlying Securities is made to the
Trustee after the payment date of the Underlying Securities on which such
payment was due, then the Trustee will distribute any such amounts received on
the next occurring Business Day (a "Special Distribution Date") as if the funds
had constituted Available Funds on the Distribution Date immediately preceding
such Special Distribution Date; provided, however, that the Record Date for such
Special Distribution Date shall be five Business Days prior to the day on which
the related payment was received from the Underlying Securities Trustee.

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

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

     Section 7. Optional Exchange; Optional Redemption.

     (a) (i) On each Distribution Date (or, if the Depositor or an Affiliate of
the Depositor holds all of the Certificates, on any other date) any Affiliate of
the Depositor, if it is then the holder of Class [A-2] Certificates of a certain
notional principal amount and Class [A-1] Certificates representing a like
principal amount thereof, may tender such Certificates to the Trustee on such
date and receive a distribution of Underlying Securities representing a like
percentage of the Underlying Securities to the percentages of the Class [A-1]
Certificates and Class [A-2] Certificates being tendered by the Depositor or
Affiliate to the Trustee; provided, however, that any right to exchange shall be
exercisable only (a) to the extent that the Depositor provides upon the
Trustee's request an opinion of counsel that such exchange would not affect the
characterization of the Trust as a "grantor trust" for federal income tax
purposes and (b) to the extent permitted under Section 7(a)(iv) hereof.



                                       8
<PAGE>

          (ii) Any such Affiliate of the Depositor must provide notice to the
               Trustee (an "Exchange Request") no less than 15 days (or such
               shorter period acceptable to the Trustee) but not more than 30
               days prior to an Optional Exchange Date that it requests an
               Optional Exchange of Certificates on such Optional Exchange Date.

         (iii) 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.

          (iv) Any such Optional Exchange by any Affiliate of the Depositor,
               will be subject to the following restrictions: (a) certification
               to the Trustee that any Certificates to be exchanged have been
               held for a minimum of six months and (b) each Optional Exchange
               is limited in amount to a maximum of 5% (except for Certificates
               acquired by the Underwriter but never distributed to investors,
               in which case 25%) of the then outstanding notional principal
               amount of the Class [A-2] Certificates, provided, however, that
               such restrictions shall not apply to the exchange of Certificates
               that were acquired pursuant to Section 7(b).

          (v)  The provisions of Section 4.07 of the Standard Terms shall not
               apply to an Optional Exchange pursuant to this Section. This
               Section 7 shall not provide the Depositor with a lien against, an
               interest in or a right to specific performance with respect to
               the Underlying Securities.

     (b) (i) On any Call Date, the Certificates may be redeemed at the Call
Price, in whole or in part, by the Rights Holder, or an affiliate thereof, upon
receipt of the Call Price in respect of a proportionate amount of Underlying
Securities on or prior to such Call Date. In a partial redemption, Class [A-1]
Certificates and Class [A-2] Certificates may be redeemed only in like
proportions.

          (ii) The Rights Holder may provide notice to the Trustee (a "Call
               Request") no less than 5 Business Days prior to any Call Date,
               that it is exercising its Call Rights with respect to the
               Certificates on such Call Date.

         (iii) Upon receipt of a Call Request, the Trustee shall provide a
               conditional redemption notice to the Depository not less than 3
               Business Days prior to the applicable Call Date.

          (iv) As a condition to any Optional Redemption, an opinion of counsel
               to the Rights Holder shall be delivered to the Rating Agencies,
               in form satisfactory to the Rating Agencies, indicating that
               payment of the Call Price shall not be recoverable as a
               preferential transfer or fraudulent conveyance under the United
               States Bankruptcy Code. Such opinion may contain customary
               assumptions and qualifications. In addition, the Rights Holder
               shall provide a certificate of solvency to the Trustee.



                                       9
<PAGE>

          (v)  Deliveries of the Underlying Securities to the Rights Holder (the
               "Purchaser") will only be made against payment by the Purchaser
               of the Call Price in immediately available funds. Such payment
               must occur no later than 10:00 a.m. New York City time on the
               Call Date. In the event that the Purchaser fails to make such
               payment by such time (a "Purchase Default"), the sale shall be
               voided and the Optional Call will be deemed not to be effective
               with respect to such Distribution Date, and the Certificates and
               the Call Rights shall continue to remain outstanding. Subject to
               receipt of the Call Price as aforesaid, the Trustee shall pay the
               Call Price to the Certificateholders on the Call Date.

          (vi) The Trustee shall not consent to any amendment or modification of
               this Agreement (including the Standard Terms) which would alter
               the timing or amount of any payment of the Call Price without the
               prior written consent of the Rights Holder.

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

        (viii) This Section 7 shall not provide the Rights Holder with a lien
               against, an interest in or a right to specific performance with
               respect to the Underlying Securities.

          (ix) The Rights Holder shall initially be the Depositor and such Call
               Rights may be transferred. However, the Trustee is under no
               obligation to recognize any notice of transfer unless it is
               signed by the transferor and the transferee.

     Section 8. Events of Default.

         Within 30 days of the occurrence of an Event of Default in respect of
the Certificates, the Trustee will give notice to the Certificateholders,
transmitted by mail, of all such uncured or unwaived Events of Default known to
it. However, except in the case of an Event of Default relating to the payment
of principal of or interest on any of the Underlying Securities, the Trustee
will be protected in withholding such notice if in good faith it determines that
the withholding of such notice is in the interest of the Certificateholders.

     Section 9. Miscellaneous.

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

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



                                       10
<PAGE>

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

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

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

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

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

     (h) The Trust may not engage in any business or activities other than in
connection with, or relating to, the holding, protecting and preserving of the
Trust Property and the issuance of the Certificates, and other than those
required or authorized by the Trust Agreement or incidental and necessary to
accomplish such activities. The Trust may not issue or sell any certificates or
other obligations other than the Certificates or otherwise incur, assume or
guarantee any indebtedness for money borrowed.

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

     (j) In the event that the Internal Revenue Service challenges the
characterization of the Trust as a grantor trust, the Trustee shall then file
such forms as the Depositor may specify to establish the Trust's election
pursuant to Section 761 of the Code to exclude the Trust from the application of
Subchapter K of the Code and is hereby empowered to execute such forms on behalf
of the Certificateholders.

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

     (l) In relation to Section 7.01(f) of the Standard Terms, any periodic
reports filed by the Trustee pursuant to the Securities and Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder, in
accordance with the customary practices of the Depositor, need not contain any
independent reports.

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



                                       11
<PAGE>

     (n) The Trust will not merge or consolidate with any other entity without
confirmation from each Rating Agency that such merger or consolidation will not
result in the qualification, reduction or withdrawal of its then-current rating
on the Certificates.

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

If to the Depositor, to:

               Bear Stearns Depositor Inc.
               245 Park Avenue
               New York, NY 10167
               Attention:  [        ]
               Telephone:  (212) 272-2000
               Facsimile:  (212) [       ]

If to the Trustee, to:

               [trustee]
               [address1]
               [address2]
               Attention:  [        ]
               Telephone:  (212) [       ]
               Facsimile:  (212) [       ]

If to the Rating Agencies, to:

               Moody's Investors Service, Inc.
               99 Church Street 21W
               New York, New York 10007
               Attention:  CBO/CLO Monitoring Department
               Telephone:  (212) 553-1494
               Facsimile:  (212) 553-0355

and to:

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



                                       12
<PAGE>

If to the New York Stock Exchange, to:

               New York Stock Exchange, Inc.
               20 Broad Street
               New York, New York 10005
               Attention:  [             ]
               Telephone:  [(212) 656-5868]
               Facsimile:  [(212) 656-6919]

     Section 10. Governing Law. THIS SERIES SUPPLEMENT AND THE TRANSACTIONS
DESCRIBED HEREIN SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS PROVISIONS
THEREOF.

     Section 11. Counterparts. This Series Supplement may be executed in any
number of counterparts, each of which shall be deemed to be an original, and all
such counterparts shall constitute but one and the same instrument.

     Section 12. Termination of the Trust. The Trust shall terminate upon the
earliest to occur of (i) the payment in full at maturity or sale by the Trust
after a payment default on or an acceleration or other early payment of the
Underlying Securities and the distribution in full of all amounts due to the
Class [A-1] and Class [A-2] Certificateholders; (ii) the Final Scheduled
Distribution Date and (iii) the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the Court of St. James, living on the date hereof.

     Section 13. Sale of Underlying Securities. In the event of a sale of the
Underlying Securities pursuant to Section 5(d) hereof, the Liquidation Proceeds,
if any, shall be deposited into the Certificate Account for distribution to the
Class [A-1] and Class [A-2] Certificateholders. The Trustee shall only deliver
the Underlying Securities to the purchaser of such Underlying Securities against
payment in same day funds deposited into the Certificate Account.

     Section 14. Amendments. Notwithstanding anything in the Trust Agreement to
the contrary, in addition to the other restrictions on modification and
amendment contained therein, the Trustee shall not enter into any amendment or
modification of the Trust Agreement which would adversely affect in any material
respect the interests of the holders of any class of Certificates without the
consent of the holders of 100% of such class of Certificates; provided, however,
that no such amendment or modification will be permitted which would alter the
status of the Trust as a grantor trust for federal income tax purposes. Further,
no amendment shall be permitted which would adversely affect in any material
respect the interests of any Class of Certificateholders without confirmation by
each Rating Agency that such amendment will not result in a downgrading or
withdrawal of its rating of such Certificates.

     Section 15. Voting of Underlying Securities, Modification of Indenture. The
Trustee, as holder of the Underlying Securities, has the right to vote and give
consents and waivers in


                                       13
<PAGE>

respect of the Underlying Securities as permitted by the Depository and except
as otherwise limited by the Trust Agreement. In the event that the Trustee
receives a request from the Depository, the Underlying Securities Trustee or the
Underlying Securities Issuer for its consent to any amendment, modification or
waiver of the Underlying Securities, the Indenture or any other document
thereunder or relating thereto, or receives any other solicitation for any
action with respect to the Underlying Securities, the Trustee shall mail a
notice of such proposed amendment, modification, waiver or solicitation to each
Certificateholder of record as of such date. The Trustee shall request
instructions from the Certificateholders as to whether or not to consent to or
vote to accept such amendment, modification, waiver or solicitation. The Trustee
shall consent or vote, or refrain from consenting or voting, in the same
proportion (based on the relative outstanding principal balances of the
Certificates) as the Class [A-1] Certificates of the Trust were actually voted
or not voted by the Certificateholders thereof as of a date determined by the
Trustee prior to the date on which such consent or vote is required, after
weighing the votes of the Class [A-1] Certificateholders; provided, however,
that, notwithstanding anything in the Trust Agreement to the contrary, the
Trustee shall at no time vote on or consent to any matter (i) unless such vote
or consent would not (based on an opinion of counsel) alter the status of the
Trust as a grantor trust for federal income tax purposes or result in the
imposition of tax upon the Certificateholders, (ii) which would alter the timing
or amount of any payment on the Underlying Securities, including, without
limitation, any demand to accelerate the Underlying Securities, except in the
event of a default under the Underlying Securities or an event which with the
passage of time would become an event of default under the Underlying Securities
and with the unanimous consent of all outstanding Class [A-1] Certificateholders
and the Class [A-2] Certificateholders, or (iii) which would result in the
exchange or substitution of any of the outstanding Underlying Securities
pursuant to a plan for the refunding or refinancing of such Underlying
Securities except in the event of a default under the Indenture and only with
the consent of Certificateholders representing 100% of the Class [A-2]
Certificates and 100% of the Class [A-1] Certificates. The Trustee shall have no
liability for any failure to act resulting from Certificateholders' late return
of, or failure to return, directions requested by the Trustee from the
Certificateholders.

         In the event that an offer is made by the Underlying
Securities Issuer to issue new obligations in exchange and substitution for any
of the Underlying Securities, pursuant to a plan for the refunding or
refinancing of the outstanding Underlying Securities or any other offer is made
for the Underlying Securities, the Trustee shall notify the Class [A-1] and
Class [A-2] Certificateholders of such offer promptly. The Trustee must reject
any such offer unless the Trustee is directed by the affirmative vote of the
holders of 100% of the Class [A-1] and Class [A-2] Certificates to accept such
offer and the Trustee has received the tax opinion described above.

         If an event of default under the Indenture occurs and is
continuing, and if directed by a majority of the outstanding Class [A-1] and
Class [A-2] Certificateholders, the Trustee shall vote the Underlying Securities
in favor of directing, or take such other action as may be appropriate to
direct, the Underlying Securities Trustee to declare the unpaid principal amount
of the Underlying Securities and any accrued and unpaid interest thereon to be
due and payable.


                                       14
<PAGE>

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

                                        BEAR STEARNS DEPOSITOR INC.,
                                         as Depositor


                                        By:__________________________
                                           Name:
                                           Title:


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


                                        By:__________________________
                                           Name:
                                           Title:


                                       15
<PAGE>

                                                                      SCHEDULE I

                                 SERIES 200_-[ ]

                         UNDERLYING SECURITIES SCHEDULE

Underlying Securities:              [  ]% Debentures due [  ].

Underlying Securities Issuer:       [         ].

[Foreign Government Guarantor]      [Specify guarantor, if any.]

[GSE Issuer]                        [Specify issuer] [Pool of various U.S.
                                    government sponsored entity issuers].

CUSIP Number:                       [        ].

Principal Amount Deposited:         $[       ].

Original Issue Date:                [        ].

Principal Amount of
Underlying Securities
Originally Issued:                  [        ].

Maturity Date:                      [        ].

Principal Payment Date:             [        ].

Amortization                        [Describe amortization schedule, if any.]

Denominations; Underlying           The Underlying Securities are denominated
Securities Currency                 and payable in [U.S. dollars] and are
                                    available in minimum denominations of [$]
                                    [     ] and [multiples thereof][multiples of
                                    [$] [    ]].

Interest Rate:                      [Variable][  % per annum].

Interest Payment Dates:             [     ] and [      ].

Underlying Securities               The day immediately preceding each
Record Dates:                       Distribution Date.

Priority                            [Describe senior or subordinated status or
                                    liquidation preference of any of Underlying
                                    Securities].

Security                            [Describe existence of any security for
                                    obligations or state that Underlying
                                    Securities are unsecured].

Redemption/Put/Other                Features [Describe existence of any
                                    redemption, put or


                                       1
<PAGE>

                                    other material features applicable to the
                                    Underlying Securities].

Form of Security                    Book-entry debt securities with DTC [listed
                                    on the [New York] [American] Stock Exchange
                                    [specify other listing].

[Underlying Securities Trustee]     [ ]. [The Underlying Securities have been
                                    issued pursuant to an indenture between
                                    _______________ and the issuer of the
                                    Underlying Securities].

[Fiscal and Paying Agent]           [ ] [The Underlying Securities have been
                                    issued pursuant to a fiscal and paying
                                    agency agreement, between _______________
                                    and the issuer of the Underlying Securities]
                                    [specify other agreement].

Ratings                             [ ] by [ ] [and [ ] by [ ]]. See
                                    "Description of the Underlying
                                    Securities--Ratings of Underlying
                                    Securities."

Other Deposited Assets              [Provide similar tabular summary description
                                    of the principal economic terms of any
                                    credit support or other ancillary or
                                    incidental asset].

                                       2
<PAGE>
                                                                     Exhibit A-1

                       FORM OF CLASS A-1 TRUST CERTIFICATE

NUMBER 1                                     [-----------------]PAR CERTIFICATES
                                                    CUSIP NO. [----------------]

                       SEE REVERSE FOR CERTAIN DEFINITIONS

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER 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 DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), 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.

THIS CERTIFICATE REPRESENTS A PROPORTIONATE UNDIVIDED BENEFICIAL OWNERSHIP
INTEREST IN THE TRUST AND DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
AND IS NOT GUARANTEED BY THE DEPOSITOR OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE OR THE TRUST ASSETS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR ANY OTHER PERSON.

TRANSFERS OF THE CLASS A-1 CERTIFICATES MUST GENERALLY BE ACCOMPANIED BY
APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS
PROVIDED IN THE SERIES SUPPLEMENT.

                           BEAR STEARNS DEPOSITOR INC.

                          [------------------------]PAR

                      CORPORATE BACKED TRUST CERTIFICATES,

                                  SERIES 200[ ]

[     ] INTEREST RATE

evidencing a proportionate undivided beneficial ownership interest in the Trust,
as defined below, the property of which consists principally of [ ] aggregate
principal amount of [ ] [----------] Securities due [ ] , issued by [ ] and all
payments received thereon (the "Trust Property"), deposited in trust by Bear
Stearns Depositor Inc., (the "Depositor").

THIS CERTIFIES THAT CEDE & CO. is the registered owner of $[ ] DOLLARS
nonassessable, fully-paid, proportionate undivided beneficial ownership interest
in the Corporate Backed Trust Certificates, Series [ ] Trust, formed by the
Depositor.


                                     A-1-1
<PAGE>

The Trust was created pursuant to a Standard Terms for Trust Agreements, dated
as of [ ] (the "Standard Terms"), between the Depositor and[ ] , a national
banking association, not in its individual capacity but solely as Trustee (the
"Trustee"), as supplemented by the Series Supplement, Series 200 [ ] , dated as
of [ ] (the "Series Supplement" and, together with the Standard Terms, the
"Trust Agreement"), between the Depositor 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 the
"Corporate Backed Trust Certificates, Series 200[ ] , Class A-1" (herein called
the "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 Trust Property consists of: (i) Underlying
Securities described in the Trust Agreement; (ii) all payments on or collections
in respect of the Underlying Securities accrued on or after [ ] together with
any proceeds thereof; and (iii) all funds from time to time deposited with the
Trustee relating to the Certificates, together with any and all income, proceeds
and payments with respect thereto; provided, however, that any income from the
investment of Trust funds in certain permitted investments ("Eligible
Investments") does not constitute Trust Property.

Subject to the terms and conditions of the Trust Agreement (including the
availability of funds for distributions) and until the obligation created by the
Trust Agreement shall have terminated in accordance therewith, distributions
will be made on each Distribution Date, to the Person in whose name this
Certificate is registered on the applicable Record Date, in an amount equal to
such Certificateholder's proportionate undivided beneficial ownership interest
in the amount required to be distributed to the Holders of the Certificates on
such Distribution Date. The Record Date applicable to any Distribution Date is
the close of business on the day immediately preceding such Distribution Date
(whether or not a Business Day)If a payment with respect to the Underlying
Securities is made to the Trustee after the date on which such payment was due,
then the Trustee will distribute any such amounts received on the next occurring
Business Day (a "Special Distribution Date").

Each Certificateholder, by its acceptance of a Certificate, covenants and agrees
that such Certificateholder will not at any time institute against the Trust, or
join in any institution against the Trust of, any bankruptcy proceedings under
any United States Federal or state bankruptcy or similar law in connection with
any obligations relating to the Certificates or the Trust Agreement.

Distributions made on this Certificate will be made as provided in the Trust
Agreement by the Trustee by wire transfer in immediately available funds, or
check mailed to the Certificateholder of record in the Certificate Register
without the presentation or surrender of this Certificate or the making of any
notation hereon, except that with respect to Certificates registered on the
Record Date in the name of the nominee of the Clearing Agency (initially, such
nominee shall be


                                     A-1-2
<PAGE>

Cede & Co.), payments will be made by wire transfer in immediately available
funds to the account designated by such nominee. Except as otherwise provided in
the Trust Agreement and notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the Corporate Trust Office or such other location as may be specified in such
notice.

Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by or on
behalf 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.

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 HOLDER HEREOF SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.


                                     A-1-3
<PAGE>

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


                                        CORPORATE BACKED TRUST CERTIFICATES,
                                        SERIES 200[      ] TRUST


                                        By:  [                       ]
                                        not in its individual capacity
                                        but solely as Trustee,


                                        By:_________________________________
                                           Authorized Signatory


Dated:  [           ] 2001


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is on one of the Corporate Backed Trust Certificates, Series 200[ ],
described in the Trust Agreement referred to herein.

[                    ]
not in its individual capacity but solely as
Trustee,


By:________________________
  Authorized Signatory


                                     A-1-4
<PAGE>

                            (REVERSE OF CERTIFICATE)

The Certificates are limited in right of distribution to certain payments and
collections respecting the Underlying Securities, all as more specifically set
forth herein and in the Trust Agreement. The registered Holder hereof, by its
acceptance hereof, agrees that it will look solely to the Trust Property (to the
extent of its rights therein) for distributions hereunder.

The Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the Trustee and the rights of the Certificateholders under the
Trust Agreement at any time by the Depositor and the Trustee with the consent of
the holders of Class A-1 Certificates in the manner set forth in the Series
Supplement and the Standard Terms. Any such consent by the Holder of this
Certificate (or any predecessor Certificate) shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent in made upon this Certificate.
The Trust Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

The Certificates are issuable in fully registered form only in denominations of
[     ].

As provided in the Trust Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies of the Certificate Registrar maintained by the Trustee in
the Borough of Manhattan, the City of New York, duly endorsed by or accompanied
by an assignment in the form below and by such other documents as required by
the Trust Agreement, and thereupon one or more new Certificates of the same
class in authorized denominations evidencing the same principal amount will be
issued to the designated transferee or transferees. The initial Certificate
Registrar appointed under the Trust Agreement is [ ] No service charge will be
made for any registration of transfer or exchange, but the Trustee may require
exchange of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

The Depositor and the Trustee and any agent of the Depositor or the Trustee may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, nor any such
agent shall be affected by any notice to the contrary.

It is the intention of the parties to the Trust Agreement that the Trust created
thereunder shall constitute a fixed investment trust for federal income tax
purposes under Treasury Regulation Section 301.7701-4, and the Certificateholder
agrees to treat the Trust, any distributions therefrom and its beneficial
interest in the Certificates consistently with such characterization.

The Trust and the obligations of the Depositor and the Trustee created by the
Trust Agreement with respect to the Certificates shall terminate upon the
earliest to occur of (i) the distribution in full of all amounts due to
Certificateholders and retirement of the Underlying Securities; (ii) the
distribution in full of all Underlying Securities to the exchanging
Certificateholders on any Optional Exchange Date and any amounts due to
Certificateholders on any Optional Exchange


                                     A-1-5
<PAGE>

Date; and (iii) the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the Court of St. James, living on the date hereof.

An employee benefit plan subject to the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), a plan described in Section 4975(e) of the Code,
an entity whose underlying assets include plan assets by reason of any such
plan's investment in the entity, including an individual retirement account or
Keogh plan (any such, a "Plan") may purchase and hold Certificates if the Plan
can represent and warrant that its purchase and holding of the Certificates
would not be prohibited under ERISA or the Code.




                                     A-1-6
<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:


                                                                     *
                                                           Signature Guaranteed:


                                                                     *


*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.



                                     A-1-7
<PAGE>

                          FORM OF CLASS A-2 CERTIFICATE

NUMBER 1                                                       CUSIP NO. [     ]

                       SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CLASS A-2 CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF
EXCEPT WHILE A REGISTRATION UNDER SUCH ACT IS IN EFFECT OR PURSUANT TO AN
EXEMPTION THEREFROM UNDER SUCH ACT. THE CLASS A-2 CERTIFICATE REPRESENTED HEREBY
MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE SERIES SUPPLEMENT.

THE NOTIONAL PRINCIPAL AMOUNT OF THIS CLASS A-2 CERTIFICATE IS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING NOTIONAL PRINCIPAL AMOUNT OF THIS CLASS A-2
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

TRANSFERS OF THE CLASS A-2 CERTIFICATES MUST GENERALLY BE ACCOMPANIED BY
APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS
PROVIDED IN THE SERIES SUPPLEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER 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 DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), 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.

THIS CERTIFICATE REPRESENTS A PROPORTIONATE UNDIVIDED BENEFICIAL OWNERSHIP
INTEREST IN THE TRUST AND DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
AND IS NOT GUARANTEED BY THE DEPOSITOR OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE OR THE TRUST ASSETS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR ANY OTHER PERSON.

                                     A-2-1
<PAGE>

                           BEAR STEARNS DEPOSITOR INC


                      CORPORATE BACKED TRUST CERTIFICATES,

                                  SERIES 200[ ]

                         $[ ] NOTIONAL PRINCIPAL AMOUNT

[       ] INTEREST RATE

evidencing a proportionate undivided beneficial ownership interest in the Trust,
as defined below, the property of which consists principally of $[ ] aggregate
principal amount of [ ] % [ ] Securities due [ ] , issued by [ ]and all payments
received thereon (the "Trust Property"), deposited in trust by Bear Stearns
Depositor Inc (the "Depositor").

THIS CERTIFIES THAT CEDE & CO. is the registered owner of an aggregate principal
amount of $[ ] notional principal amount nonassessable, fully-paid,
proportionate undivided beneficial ownership interest in the Corporate Backed
Trust Certificates, Series 200[ ] Trust, formed by the Depositor.

The Trust was created pursuant to a Standard Terms for Trust Agreements, dated
as of [ ], (the "Standard Terms"), between the Depositor and[ ] , a national
banking association, not in its individual capacity but solely as Trustee (the
"Trustee"), as supplemented by the Series Supplement, Series 200[ ], dated as of
[ ] (the "Series Supplement" and, together with the Standard Terms, the "Trust
Agreement"), between the Depositor 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 the
"Corporate Backed Trust Certificates, Series 200[ ], Class A-2" (herein called
the "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 Trust Property consists of: (i) Underlying
Securities described in the Trust Agreement; (ii) all payments on or collections
in respect of the Underlying Securities accrued on or after[ ] , 2001 together
with any proceeds thereof; and (iii) all funds from time to time deposited with
the Trustee relating to the Certificates, together with any and all income,
proceeds and payments with respect thereto; provided, however, that any income
from the investment of Trust funds in certain permitted investments ("Eligible
Investments") does not constitute Trust Property.

Subject to the terms and conditions of the Trust Agreement (including the
availability of funds for distributions) and until the obligation created by the
Trust Agreement shall have terminated


                                     A-2-2
<PAGE>

in accordance therewith, distributions of interest will be made on this
Certificate on each Distribution Date.

Subject to the terms and conditions of the Trust Agreement (including the
availability of funds for distributions) and until the obligation created by the
Trust Agreement shall have terminated in accordance therewith, distributions
will be made on each Distribution Date, to the Person in whose name this
Certificate is registered on the applicable Record Date, in an amount equal to
such Certificateholder's proportionate undivided beneficial ownership interest
in the amount required to be distributed to the Holders of the Certificates on
such Distribution Date. The Record Date applicable to any Distribution Date is
the close of business on the day immediately preceding such Distribution Date
(whether or not a Business Day)If a payment with respect to the Underlying
Securities is made to the Trustee after the date on which such payment was due,
then the Trustee will distribute any such amounts received on the next occurring
Business Day (a "Special Distribution Date").

Each Certificateholder, by its acceptance of a Certificate, covenants and agrees
that such Certificateholder will not at any time institute against the Trust, or
join in any institution against the Trust of, any bankruptcy proceedings under
any United States Federal or state bankruptcy or similar law in connection with
any obligations relating to the Certificates or the Trust Agreement.

Distributions made on this Certificate will be made as provided in the Trust
Agreement by the Trustee by wire transfer in immediately available funds, or
check mailed to the Certificateholder of record in the Certificate Register
without the presentation or surrender of this Certificate or the making of any
notation hereon, except that with respect to Certificates registered on the
Record Date in the name of the nominee of the Clearing Agency (initially, such
nominee shall be Cede & Co.), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee. Except as
otherwise provided in the Trust Agreement and notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the Corporate Trust Office or such other
location as may be specified in such notice.

Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by or on
behalf 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.

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 HOLDER HEREOF SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.


                                     A-2-3
<PAGE>

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


                                        CORPORATE BACKED TRUST CERTIFICATES,
                                        SERIES 200[  ] TRUST


                                        By: [                       ] not in its
                                        individual capacity but solely as
                                        Trustee,


                                        By:_______________________________
                                           Authorized Signatory


Dated: [        ] , 2001


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is on one of the Corporate Backed Trust Certificates, Series 200[ ],
described in the Trust Agreement referred to herein.

[                    ]
not in its individual capacity but solely as
Trustee,


By:_______________________
  Authorized Signatory


                                     A-2-4
<PAGE>

                            (REVERSE OF CERTIFICATE)

The Certificates are limited in right of distribution to certain payments and
collections respecting the Underlying Securities, all as more specifically set
forth herein and in the Trust Agreement. The registered Holder hereof, by its
acceptance hereof, agrees that it will look solely to the Trust Property (to the
extent of its rights therein) for distributions hereunder.

The Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the Trustee and the rights of the Certificateholders under the
Trust Agreement at any time by the Depositor and the Trustee with the consent of
the holders of Class A-2 Certificates in the manner set forth in the Series
Supplement and the Standard Terms. Any such consent by the Holder of this
Certificate (or any predecessor Certificate) shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent in made upon this Certificate.
The Trust Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

The Certificates are issuable in fully registered form only in denominations of
$[          ] and in integral multiples of $[        ] in excess thereof.

As provided in the Trust Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies of the Certificate Registrar maintained by the Trustee in
the Borough of Manhattan, the City of New York, duly endorsed by or accompanied
by an assignment in the form below and by such other documents as required by
the Trust Agreement, and thereupon one or more new Certificates of the same
class in authorized denominations evidencing the same notional principal amount
will be issued to the designated transferee or transferees. The initial
Certificate Registrar appointed under the Trust Agreement is [        ].

No service charge will be made for any registration of transfer or exchange, but
the Trustee may require exchange of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

The Depositor and the Trustee and any agent of the Depositor or the Trustee may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, nor any such
agent shall be affected by any notice to the contrary.

It is the intention of the parties to the Trust Agreement that the Trust created
thereunder shall constitute a fixed investment trust for federal income tax
purposes under Treasury Regulation Section 301.7701-4, and the Certificateholder
agrees to treat the Trust, any distributions therefrom and its beneficial
interest in the Certificates consistently with such characterization.

The Trust and the obligations of the Depositor and the Trustee created by the
Trust Agreement with respect to the Certificates shall terminate upon the
earliest to occur of (i) the distribution in full of all amounts due to
Certificateholders and retirement of the Underlying Securities; (ii) the


                                     A-2-5
<PAGE>

distribution in full of all Underlying Securities to the exchanging
Certificateholders on any Optional Exchange Date and any amounts due to
Certificateholders on any Optional Exchange Date; and (iii) the expiration of 21
years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.

An employee benefit plan subject to the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), a plan described in Section 4975(e) of the Code,
an entity whose underlying assets include plan assets by reason of any such
plan's investment in the entity, including an individual retirement account or
Keogh plan (any such, a "Plan") may purchase and hold Certificates if the Plan
can represent and warrant that its purchase and holding of the Certificates
would not be prohibited under ERISA or the Code.


                                     A-2-6
<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:


                                                                     *
                                                           Signature Guaranteed:


                                                                     *


*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.





                                     A-2-7