Exhibit 4.1








                       STANDARD TERMS FOR TRUST AGREEMENTS
                                     between

                          BEAR STEARNS DEPOSITOR INC.,

                                  as Depositor

                                       and

                                      [o],

                                   as Trustee

                           TRUST CERTIFICATES (TRUCs)




                             Dated as of [o], 200[_]
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                                TABLE OF CONTENTS
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                                    ARTICLE I
                           Definitions and Assumptions

SECTION 1.01.   Definitions....................................................1
SECTION 1.02.   Rules of Construction.........................................15
SECTION 1.03.   Compliance Certificates and Opinions; Record Date.............16

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

SECTION 2.01.   Creation and Declaration of Trusts:  Assignment of
                Underlying Securities.........................................17
SECTION 2.02.   Acceptance by Trustee.........................................18
SECTION 2.03.   Representations and Warranties of the Depositor...............19
SECTION 2.04.   Breach of Representation, Warranty or Covenant................20
SECTION 2.05.   Agreement to Authenticate and Deliver Certificates............20

                                   ARTICLE III
                          Administration of each Trust

SECTION 3.01.   Administration of each Trust..................................20
SECTION 3.02.   Collection of Certain Underlying Security Payments............20
SECTION 3.03.   Certificate Account...........................................21
SECTION 3.04.   Liquidation of the Underlying Securities......................22
SECTION 3.05.   Investment of Funds in the Accounts...........................22
SECTION 3.06.   Maintenance of Credit Support.................................22
SECTION 3.07.   Realization Upon Defaulted Underlying Securities..............23
SECTION 3.08.   Retained Interest.............................................24
SECTION 3.09.   Access to Certain Documentation...............................24
SECTION 3.10.   Reports by the Depositor......................................24
SECTION 3.11.   Charges and Expenses..........................................25
SECTION 3.12.   Underlying Securities Reporting Failure.......................25

                                   ARTICLE IV
                 Distributions and Reports to Certificateholders

SECTION 4.01.   Distributions.................................................26
SECTION 4.02.   Distributions on Certificates.................................26
SECTION 4.03.   Reports to Certificateholders.................................27
SECTION 4.04.   Advances......................................................28
SECTION 4.05.   Allocation of Realized Losses and Trust Expenses..............29
SECTION 4.06.   Compliance with Withholding Requirements......................29
SECTION 4.07.   Optional Exchange.............................................30

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                                    ARTICLE V
                                The Certificates

SECTION 5.01.   The Certificates..............................................31
SECTION 5.02.   Execution, Authentication and Delivery........................32
SECTION 5.03.   Temporary Certificates........................................32
SECTION 5.04.   Registration; Registration of Transfer and Exchange...........33
SECTION 5.05.   Mutilated, Destroyed, Lost and Stolen Certificates............35
SECTION 5.06.   Persons Deemed Owners.........................................36
SECTION 5.07.   Cancellation..................................................36
SECTION 5.08.   Global Securities.............................................36
SECTION 5.09.   Notices to Depository.........................................38
SECTION 5.10.   Definitive Certificates.......................................38
SECTION 5.11.   Currency of Distributions in Respect of Certificates..........38
SECTION 5.12.   Conditions of Authentication and Delivery of New Series.......39
SECTION 5.13.   Appointment of Paying Agent...................................40
SECTION 5.14.   Authenticating Agent..........................................41
SECTION 5.15.   Voting Rights with Respect to Underlying Securities...........42
SECTION 5.16.   Actions by Certificateholders.................................43
SECTION 5.17.   Events of Default.............................................43
SECTION 5.18.   Judicial Proceedings Instituted by Trustee; Trustee
                May Bring Suit................................................43
SECTION 5.19.   Control by Certificateholders.................................43
SECTION 5.20.   Waiver of Past Defaults.......................................44
SECTION 5.21.   Right of Certificateholders to Receive Payments
                Not to Be Impaired............................................44
SECTION 5.22.   Remedies Cumulative...........................................45

                                   ARTICLE VI
                                  The Depositor

SECTION 6.01.   Liability of the Depositor....................................45
SECTION 6.02.   Limitation on Liability of the Depositor......................45
SECTION 6.03.   Depositor May Purchase Certificates...........................46
SECTION 6.04.   Merger or Consolidation of the Depositor......................46
SECTION 6.05.   No Liability of the Depositor with Respect to the
                Underlying Securities; Certificateholders to Proceed
                Directly Against the Issuer(s)................................47

                                   ARTICLE VII
                             Concerning the Trustee

SECTION 7.01.   Duties of Trustee.............................................47
SECTION 7.02.   Between Trustee and Sub-Administrative Agents.................50
SECTION 7.03.   Certain Matters Affecting the Trustee.........................51

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SECTION 7.04.   Trustee Not Liable for Recitals in Certificates or
                Underlying Securities.........................................52
SECTION 7.05.   Trustee May Own Certificates..................................52
SECTION 7.06.   Trustee's Fees and Expenses...................................53
SECTION 7.07.   Eligibility Requirements for Trustee..........................54
SECTION 7.08.   Resignation or Removal of the Trustee;
                Appointment of Successor Trustee..............................54
SECTION 7.09.   Merger or Consolidation of Trustee............................55
SECTION 7.10.   Appointment of Office or Agency...............................55
SECTION 7.11.   Representations and Warranties of Trustee.....................56
SECTION 7.12.   Indemnification of Trustee by the Depositor; Contribution.....57
SECTION 7.13.   Indemnification of Depositor by Trustee.......................58
SECTION 7.14.   No Liability of the Trustee with Respect to
                the Underlying Securities; Certificateholders
                to Proceed Directly Against the Issuer(s).....................58
SECTION 7.15.   The Depositor To Furnish Trustee with Names and
                Addresses of Certificateholders...............................58
SECTION 7.16.   Preservation of Information...................................59
SECTION 7.17.   Reports by Trustee............................................59
SECTION 7.18.   Trustee's Application for Instructions from the Depositor.....59
SECTION 7.19.   Assessment of Compliance by Trustee; Annual
                Independent Certified Public Accountant's Report..............59

                                  ARTICLE VIII
                                  Market Agent

SECTION 8.01.   Market Agent..................................................60

                                   ARTICLE IX
                                   Termination

SECTION 9.01.   Termination upon Liquidation of All Underlying Securities.....61

                                    ARTICLE X
                            Miscellaneous Provisions

SECTION 10.01.  Amendment.....................................................61
SECTION 10.02.  Limitation on Rights of Certificateholders....................63
SECTION 10.03.  GOVERNING LAW.................................................64
SECTION 10.04.  Notices.......................................................64
SECTION 10.05.  Notice to Rating Agencies.....................................64
SECTION 10.06.  Severability of Provisions....................................65
SECTION 10.07.  Grant of Security Interest....................................65
SECTION 10.08.  Nonpetition Covenant..........................................66
SECTION 10.09.  No Recourse...................................................67

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SECTION 10.10.  Article and Section References................................67
SECTION 10.11.  Counterparts..................................................67
SECTION 10.12.  Trust Indenture Act Controls..................................67
SECTION 10.13.  Segregation Provisions........................................67

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     STANDARD TERMS FOR TRUST AGREEMENTS dated as of [o], 200[_], among BEAR
STEARNS DEPOSITOR INC., a Delaware corporation, as Depositor, and [o], a
national banking association organized and existing under the laws of the United
States, as Trustee.

                              PRELIMINARY STATEMENT
                              ---------------------

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

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

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

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

                                   ARTICLE I

                           Definitions and Assumptions

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

          "Account" As defined in Section 3.05.

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

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

          "Advance" As defined in Section 4.04.

          "Affiliate" With respect to any specified Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control", when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly

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or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

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

          "Authenticating Agent" As defined in Section 5.14.

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

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

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

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

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


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

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

          "Certificate Account" As defined in Section 3.03.

          "Certificate Owners" As defined in Section 5.08.

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

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

          "Certificateholder" Any Holder of a Certificate.

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

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

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

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

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

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


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

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

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

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

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

          "Currency" Dollars or Foreign Currency.

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

          "Definitive Certificates" As defined in Section 5.08.

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

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


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

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

          "Discount Certificate" Any Certificate that is issued with "original
issue discount" within the meaning of Section 1273(a) of the Code and any other
Certificate designated by the Depositor as issued with original issue discount
for United States Federal income tax purposes.

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

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

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

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

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

               (i) direct obligations of, and obligations fully guaranteed by,
          the United States, the Federal Home Loan Mortgage Corporation, the
          Federal National Mortgage Association, the Federal Farm Credit System
          or any agency or instrumentality of the United States the obligations
          of which are backed by


                                       5
<PAGE>

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

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

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

               (iv) commercial paper having at the time of such investment the
          rating specified in the Series Supplement for Eligible Investments.

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

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

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

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

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


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<PAGE>

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

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

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

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

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

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

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

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

          "Holder" With respect to a Registered Certificate, the Registered
Holder thereof.

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



                                       7
<PAGE>

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

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

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

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

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

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

          "Market Agent" Shall mean the market agent or market agents appointed
pursuant to Section 8.01, and its or their successors or assigns.

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

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

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


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<PAGE>

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

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

          "Opinion of Counsel" A written opinion of counsel, who may, except as
otherwise expressly provided in this Trust Agreement, be counsel for the
Depositor acceptable to the Trustee, except that any opinion of counsel relating
to the qualification of any account required to be maintained pursuant to this
Trust Agreement as an Eligible Account must be an opinion of counsel who is in
fact Independent of the Depositor.

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

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

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

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

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

provided, however, that in determining whether the Holders of the required
percentage of the aggregate Voting Rights of the Certificates have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Certificates beneficially owned by the Depositor, the Trustee, or any Affiliate
thereof shall be disregarded and deemed not to be Outstanding, and the Voting
Rights to which its Holder would otherwise be entitled shall not be taken into
account in determining whether the requisite percentage of aggregate Voting
Rights necessary to effect


                                       9
<PAGE>

any such consent or take any such action has been obtained except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Certificates with respect to which the Depositor has provided the Trustee an
Officer's Certificate stating that such Certificates are so owned shall be so
disregarded. Certificates so owned that have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Certificates and that
the pledgee is not, to the knowledge of the Trustee, the Depositor, or any
Affiliate of any thereof. The principal amount or notional amount, as
applicable, of a Discount Certificate that shall be deemed to be Outstanding for
the determination referred to in the foregoing proviso shall be the Certificate
Principal Balance or Certificate Notional Amount, as applicable, with respect
thereto as of the date of such determination, and the principal amount or
notional amount, as applicable, of a Certificate denominated in a Foreign
Currency that shall be deemed to be Outstanding for purposes of the
determination referred to in the foregoing provision shall be the amount
calculated pursuant to Section 5.11(c).

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

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

          "Paying Agent" As defined in Section 5.13.

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

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

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

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

          "Predecessor Certificate" With respect to any particular Certificate,
every previous Certificate evidencing all or a portion of the same interest as
that evidenced by such


                                       10
<PAGE>

particular Certificate; and for the purpose of this definition, any Certificate
authenticated and delivered under Section 5.05 in lieu of a lost, destroyed or
stolen Certificate shall be deemed to evidence the same interest as the lost,
destroyed or stolen Certificate.

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

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

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

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

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

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

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

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

          "Regulation AB" Subpart 229.1100 - Asset Backed Securities (Regulation
AB), 17 C.F.R. Sections 229.1100-229.1123, as such may be amended from time to
time, and subject to such clarification and interpretation as have been provided
by the Commission in the adopting release (Asset-Backed Securities, Securities
Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission or its staff
from time to time.

          "Reporting Subcontractor" with respect to the Trustee, any agent for
the Trustee (whether directly or through any other agent) that is "participating
in the servicing function"


                                       11
<PAGE>

within the meaning of Item 1122 of Regulation AB that is required to file
separate assessment and attestation reports pursuant to Item 1122 of Regulation
AB.

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

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

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

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

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

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

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

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

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

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

          "Requisite Reserve Amount" As of any date with respect to any Series
(or Class within such Series) of Certificates, the amount, if any, required to
be maintained in the


                                       12
<PAGE>

Reserve Account, if any, for such Series or Class as specified in or determined
pursuant to the related Series Supplement.

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

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

          "Retained Interest" If applicable, with respect to any Underlying
Security, an ownership interest in and a right to a portion of the payments
thereon by the obligor thereof, as specified in the related Series Supplement,
held by the Person so specified in such Series Supplement.

          "Sale Procedures" Unless otherwise specified in the Series Supplement,
shall mean that, with respect to any sale of one or more Underlying Securities,
the Market Agent, on behalf of the Trust, shall sell such Underlying Security or
Underlying Securities to the highest bidders among not less than two solicited
bidders for such Underlying Securities (one of which bidders may include Bear
Stearns & Co. Inc. or any Affiliate thereof; provided, however, that neither
Bear Stearns & Co. Inc. nor any of its Affiliates will be under any obligation
to bid, and which bidders need not be limited to recognized broker dealers). In
the sole judgment of the Market Agent, bids may be evaluated on the basis of
bids for a single Underlying Security, a portion of the Underlying Securities or
all of the Underlying Securities being sold or any other basis selected in good
faith by the Market Agent.

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

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

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

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

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

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

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



                                       13
<PAGE>

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

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

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

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

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

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

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

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

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

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

          "Trust" With respect to any Series, the segregated asset or pool of
assets subject hereto, constituting the trust created hereby and by the related
Series Supplement and to be administered hereunder and thereunder, consisting of
those Underlying Securities and the Credit Support, if applicable, and all sums
distributed in respect thereof that are specified as being part


                                       14
<PAGE>

of the Trust for such Series in the related Series Supplement, all for the
benefit of the Certificateholders of such Series as of any particular time.

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

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

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

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

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

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

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

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

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

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

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



                                       15
<PAGE>

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

               (iii) "or" is not exclusive;

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

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

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

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

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

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

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

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

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

          (b) The Depositor may at its option by delivery of an Officer's
Certificate to the Trustee set a record date to determine the Holders of any
subclass of Certificates entitled to give any consent, request, demand,
authorization, direction, notice, waiver or other act.


                                       16
<PAGE>

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

                                   ARTICLE II

                Declaration of Trusts; Issuance of Certificates;
                      Purpose and Classification of Trusts
                      ------------------------------------

          SECTION 2.01. Creation and Declaration of Trusts: Assignment of
Underlying Securities. (a) The Depositor, concurrently with the execution and
delivery hereof, does hereby Grant to the Trustee, on behalf and for the benefit
of the Certificateholders of each given Series of Certificates and without
recourse, all the right, title and interest of the Depositor, including any
security interest therein for the benefit of the Depositor, in, to and under the
Underlying Securities attributable to each such Series, now existing or
hereafter acquired, in each case as identified on the applicable Schedule I, and
all other assets included or to be included in the respective Trust for the
benefit of the Certificateholders of each such Series. Each such Grant will
include all interest, premium (if any) and principal received by or on behalf of
the Depositor of, on or with respect to any such Underlying Securities due after
the applicable Cut-off Date, and, unless otherwise specified in the Series
Supplement, will exclude (i) all interest, premium (if any) and principal of, on
or with respect to any such Underlying Securities due on or before the
applicable Cut-off Date and (ii) any Retained Interest in any such Underlying
Security.

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



                                       17
<PAGE>

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

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

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

               (ii) the Underlying Securities so delivered are genuine;

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

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

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

          (e) Unless otherwise specified in the related Series Supplement, it is
the intention of all of the parties hereto that the transfer of the Trust
property hereunder and under any Series Supplement shall constitute a sale and
the Trust created hereunder and thereunder shall constitute a fixed investment
trust for federal income tax purposes under Treasury Regulation Section
301.7701-4, and all parties hereto and thereto agree to treat the Trust, any
distributions therefrom and the beneficial interest in the Certificates
consistently with such characterization. The provisions of this Trust Agreement
shall be interpreted consistently with such characterization.

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

          SECTION 2.02. Acceptance by Trustee. With respect to each Series, the
Trustee will acknowledge receipt by it, or by a custodian on its behalf, of the
related Underlying Securities and the related documents referred to in Section
2.01, now existing or hereafter acquired, and declares that it will hold such
Underlying Securities and documents and all other documents delivered to it
pursuant to this Trust Agreement, and that it will hold all such assets


                                       18
<PAGE>

and such other assets (including Underlying Securities acquired from a Person
other than the Depositor) comprising the Trust for a given Series of
Certificates, in trust for the exclusive use and benefit of all present and
future Certificateholders of such Series and for the purposes and subject to the
terms and conditions set forth in this Trust Agreement.

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

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

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

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

               (iv) the Depositor has the full power and authority to enter into
          and consummate all transactions contemplated by this Trust Agreement,
          has duly authorized the execution, delivery and performance of this
          Trust Agreement and has duly executed and delivered this Trust
          Agreement. This Trust Agreement, upon its execution and delivery by
          the Depositor and assuming due authorization, execution and delivery
          by the Trustee, will constitute a valid, legal and binding obligation
          of the Depositor, enforceable against it in accordance with the terms
          hereof, except as such enforcement may be limited by bankruptcy,
          insolvency, reorganization, receivership, moratorium or other laws
          relating to or affecting the rights of creditors generally, and by
          general equity principles (regardless of whether such enforcement is
          considered a proceeding in equity or at law); and

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

          It is understood and agreed that the representations and warranties of
the Depositor set forth in this Section 2.03 shall survive delivery of the
respective documents to the Trustee and shall inure to the benefit of the
Trustee on behalf of the Certificateholders notwithstanding any restrictive or
qualified endorsement or assignment. Upon discovery by any of the Depositor or
the Trustee of a breach of any of the foregoing representations and warranties


                                       19
<PAGE>

which materially and adversely affects the interests of the Certificateholders,
the party discovering such breach shall give prompt written notice thereof to
the other party.

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

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

                                  ARTICLE III

                          Administration of each Trust
                          ----------------------------

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

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

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



                                       20
<PAGE>

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

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

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

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

               (iv) any other amounts received on such Underlying Securities;

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

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

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

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

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



                                       21
<PAGE>

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

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

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

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

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

          SECTION 3.06. Maintenance of Credit Support. (a) On the applicable
Closing Date, the Trustee at the written direction of the Depositor or, if so
specified in the applicable Series Supplement, the Depositor shall, to the
extent specified in the applicable Series Supplement, establish and maintain, or
enter into, as applicable, in the name of the Trustee, either as a part of the
related Trust or outside it, for the benefit of the Certificateholders of the
related Series, the Credit Support specified in the applicable Series
Supplement. To the extent specified in the applicable Series Supplement, the
Depositor will make or cause to be made any initial deposit to the Certificate
Account or any Reserve Account for the related Series as of the Closing Date. If
a Reserve Account exists for such Series, collections with respect to the
Underlying Securities for such Series not distributed to the Certificateholders
of such Series shall


                                       22
<PAGE>

be deposited in the Reserve Account if and to the extent specified in the
related Series Supplement. The Reserve Account, if any, shall be an asset of the
Depositor (and the income earned on any amounts held in the Reserve Account
shall be allocable to the Depositor, who agrees to include any such income in
its gross income for all federal, state and local income and franchise tax
purposes) and will not be a part of or otherwise be includible in the Trust but
will be held for the benefit of the Certificateholders.

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

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

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

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

          (d) With respect to any Underlying Securities, if specified in a
related Series Supplement, if any related document or instrument is found to be
missing or defective in any material respect, the Trustee shall immediately
notify the Depositor and the Underlying Securities Issuer who sold the
applicable Underlying Securities to the Depositor. If and to the extent
specified in the related Series Supplement, if the Underlying Securities Issuer
cannot cure such omission or defect within 60 days after receipt of such notice,
the Underlying Securities Issuer will be obligated, within 90 days of receipt of
such notice, to repurchase the related Underlying Securities from the Trustee at
the Purchase Price or provide a substitute for such Underlying Securities.
Neither the Trustee nor the Depositor shall be obligated to repurchase or
provide a substitute for such


                                       23
<PAGE>

Underlying Securities if the Underlying Securities Issuer defaults on its
obligations. Unless otherwise specified in the related Series Supplement, if
applicable, the Underlying Securities Issuer's repurchase or substitution
obligation constitutes the sole remedy available to the Certificateholders or
the Trustee for omission of, or a material defect in, or failure to provide, a
constituent document.

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

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

          SECTION 3.10. Reports by the Depositor. The Depositor shall:

          (a) file with the Trustee, within 30 days after the Depositor is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe), if any, which the Depositor is required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if
the Depositor is not required to file information, documents or reports pursuant
to either of such sections, then to file with the Trustee and the Commission, in
accordance with rules and regulations prescribed by the Commission, such of the
supplementary and periodic information, documents and reports, if any, which may
be required pursuant to Section 13 of the Exchange


                                       24
<PAGE>

Act in respect of a security listed and registered on a national securities
exchange as may be prescribed in such rules and regulations; provided, however,
that the Trustee shall file the reports specified in Section 7.01(f) hereof;

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

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

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

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

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

          SECTION 3.12. Underlying Securities Reporting Failure. In the event
that an issuer of an Underlying Security the outstanding principal balance of
which exceeds ten percent of the aggregate principal balance of the Underlying
Securities (or the issuers of Underlying Securities the combined principal
balances of which exceed ten percent of the aggregate principal balance of the
Underlying Securities) underlying a Series of Certificates ceases to file
periodic reports required under the Exchange Act, the Depositor shall within a
reasonable period of time instruct the Trustee to sell such Underlying
Securities in order to allow a cash distribution to Certificateholders in
accordance with the procedures set forth in the Series Supplement that are
applicable to a default on the Underlying Securities. An issuer of an Underlying
Security shall not be deemed to have ceased filing required periodic reports for
this purpose merely because reporting by such issuer is delayed or temporarily
suspended. Accordingly, the requirements of (i) and (ii) above shall not apply
unless an Underlying Securities issuer (or combined issuers as aforesaid) either
(x) states in writing that it intends permanently to cease filing reports
required under the Exchange Act or (y) fails to file any required reports for
one full calendar year.



                                       25
<PAGE>

                                   ARTICLE IV

                 Distributions and Reports to Certificateholders
                 -----------------------------------------------

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

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

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

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

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

               (ii) if the Certificateholder is not a Depository, at the
          Corporate Trust Office (except as otherwise specified in the related
          Series Supplement) or, at the option of the Trustee, by check mailed
          to the address of the Person entitled thereto as such address shall
          appear in the Certificate Register or, if provided in the related
          Series Supplement and in accordance with arrangements satisfactory to
          the Trustee, at the option of the Registered Holder by wire transfer
          to an account designated by the Registered Holder. Notwithstanding the
          foregoing paragraph, with respect to a Certificateholder of
          Certificates not held in a Depository and having at least the Minimum
          Wire Denomination, such payment shall be made by wire transfer of
          immediately available funds to the account designated by such
          Certificateholder in a written request received by the Trustee not
          later than 10 days prior to such Distribution Date; provided, however,
          that if a wire transfer cannot be made for any reason, payment shall
          be made by check. The Trustee shall not be required to send federal
          funds wires until any corresponding payments which were not same day
          funds when received by it have become same day funds.

          (b) Subject to the foregoing provisions of this Section 4.02, each
Certificate delivered under this Trust Agreement upon transfer of or in exchange
for or in lieu of any other


                                       26
<PAGE>

Certificate shall carry the rights to interest accrued and undistributed, and to
accrue, that were carried by such other Certificate.

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

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

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

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

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

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

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

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

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

               (vi) if the Series Supplement provides for Advances, the
          aggregate amount of Advances, if any, included in such distribution,
          and the aggregate


                                       27
<PAGE>

          amount of unreimbursed Advances, if any, at the close of business on
          such Distribution Date;

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

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

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

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

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

          (b) However, as and to the extent provided in the Series Supplement
for a given Series, and subject to the terms of paragraphs (b) and (c) of this
Section 4.04, on or prior to each Distribution Date, the Trustee shall advance
or cause to be advanced in immediately available funds for deposit in the
Certificate Account for such Series an advance (each, an "Advance") in an amount
equal, unless otherwise specified in the related Series Supplement, to the
aggregate of distributions of principal, premium (if any) and interest (net of
related administration fees and any Retained Interest) due on the Underlying
Securities for such Series (or Class) during the related Collection Period, to
the extent remaining unpaid at the time of such Advance. In satisfaction of its
obligation to make such Advances, the Trustee shall make such Advances from its
own funds. The Trustee may recover Advances from late collections


                                       28
<PAGE>

received by the Trustee on the applicable Underlying Securities, proceeds from
any applicable Credit Support, if any, and Liquidation Proceeds with respect to
the Underlying Securities for such Series or Class, as specified in the related
Series Supplement, as to which any such unreimbursed Advance was made.

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

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

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

          SECTION 4.06. Compliance with Withholding Requirements. (a)
Notwithstanding any other provision of this Trust Agreement to the contrary, the
Trustee shall comply with all Federal withholding requirements respecting
distributions to Certificateholders of interest or original issue discount that
the Trustee reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding.

          (b) Each Certificateholder will provide the Trustee (and, so long as
the Certificates are held at a Depository in the form of Global Securities, each
Beneficial Owner of the Certificates will provide such Depository and the
Trustee) with evidence that there should not be any withholding tax assessed for
Federal income tax purposes in respect of distributions to such
Certificateholder, such evidence to take the form of a statement, on a duly
executed and up-to-date Internal Revenue Service Form W-8BEN (or successor
form), Form W-9 (or successor form), or Form 4224 (or successor form), as
applicable, that identifies the Beneficial Owner of the Certificate; provided,
however, that for so long as the Certificates are held at a Depository in the
form of Global Securities, the Certificateholder shall have no obligation to
provide the Trustee with any such evidence except to the extent it has received
such evidence from Beneficial Owners of the Certificates. The Trustee shall not
be required to accept any such


                                       29
<PAGE>

Internal Revenue Service forms if it believes that they are not accurate (but
the Trustee shall not be required to make any independent investigation to
determine their accuracy).

          (c) If any tax or other governmental charge shall become payable by or
on behalf of the Trustee, including any tax or governmental charge required to
be withheld from any payment by the Trustee under the provisions of any
applicable law or regulation with respect to any Underlying Securities or the
Certificates, such tax or governmental charge shall be payable by the
Certificateholder and may be withheld by the Trustee. The consent of
Certificateholder shall not be required for such withholding. In the event the
Trustee does withhold any amount from interest or original issue discount
distributions or Advances thereof to any Certificateholder pursuant to Federal
withholding requirements, the Trustee shall indicate in the statement required
pursuant to Section 4.03 the amount so withheld.

          (d) The Depositor and the Trustee shall have the right to refuse the
surrender, registration of transfer or exchange of any Certificate with respect
to which such tax or other governmental charge shall be payable until such
payment shall have been made by the Certificateholder.

          SECTION 4.07. Optional Exchange. (a) The terms and conditions, if any,
upon which Certificates of any Series (or Class within such Series) may be
exchanged for a pro rata portion of the Underlying Securities of the related
Trust will be specified in the related Series Supplement; provided, however,
that any right of exchange shall be exercisable only to the extent that the
Depositor provides upon the Trustee's request an opinion of Counsel that (i)
such exchange would not be inconsistent with the Depositor's and the Trustee's
continued satisfaction of the applicable requirements for exemption under Rule
3a-7 (or other applicable rule or exemption) under the Investment Company Act of
1940, as amended, and all applicable rules, regulations and interpretations
thereunder and (ii) such exchange would not affect the characterization of the
Trust as a "grantor trust" for federal income tax purposes. Such terms may
relate to, but are not limited to, the following:

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

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

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

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

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



                                       30
<PAGE>

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

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

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

                                   ARTICLE V

                                The Certificates
                                ----------------

          SECTION 5.01. The Certificates. (a) The Certificates of any Series (or
Class within such Series) may be issued in fully registered form as Registered
Certificates and shall be substantially in the form of the exhibits with respect
thereto attached to the applicable Series Supplement.

          The Certificates may be issued in one or more Series, each of which
Series may, subject to the provisions of the Code and the intended status of
each Series Trust to constitute a fixed investment trust for federal income tax
purposes, be issued in one or more Classes, with such further particular
designation added or incorporated in such title for the Certificates of any


                                       31
<PAGE>

particular Series or Class within such Series as the Depositor may determine.
Each Certificate shall bear upon its face the designation so selected for the
Series and Class to which it belongs. All Certificates of the same Series and
Class shall be identical in all respects except for the denominations thereof.
All Certificates of all Classes within any one Series at any time Outstanding
shall be identical except for differences among the Certificates of the
different Classes within such Series specified in the applicable Series
Supplement. Except as otherwise provided in a Series Supplement, all
Certificates of a particular Series (and all Classes within such Series) issued
under this Trust Agreement shall be in all respects equally and ratably entitled
to the benefits hereof without preference, priority or distinction on account of
the actual time or times of authentication and delivery, all in accordance with
the terms and provisions of this Trust Agreement.

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

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

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

          (c) No Certificate appertaining thereto shall be entitled to any
benefit under this Trust Agreement or be valid or obligatory for any purpose,
unless there appears on such Certificate a certificate of authentication
substantially in one of the forms provided for herein or in the form of
Certificate attached to the related Series Supplement executed by the Trustee by
the manual signature of one of its authorized signatories, and such certificate
of authentication upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Trust Agreement.

          SECTION 5.03. Temporary Certificates. Pending the preparation of
Definitive Certificates of any Series (or Class within each such Series), the
Depositor may execute, and upon receipt of a Depositor Order, the Trustee shall
authenticate and deliver temporary Certificates which are printed, lithographed,
typewritten, mimeographed or otherwise produced,


                                       32
<PAGE>

in any authorized denomination, substantially of the tenor of the Definitive
Certificates in lieu of which they are issued, in registered form and with such
appropriate insertions, omissions, substitutions and other variations as may be
authorized by such Depositor Order. Any such temporary Certificate may be in
global form, representing all or a portion of the Outstanding Certificates of
such Series or Class. Every such temporary Certificate shall be executed by the
Depositor and shall be authenticated and delivered by the Trustee upon the same
conditions and in substantially the same manner, and with the same effect, as
the Definitive Certificate or Definitive Certificates in lieu of which is
issued. If temporary Certificates of any Series (or Class within such Series)
are issued, the Depositor will cause Definitive Certificates of such Series or
Class to be prepared without unreasonable delay.

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

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

          (b) Upon surrender for registration of transfer any Registered
Certificate of any Series (or Class within such Series) at the office or agency
of the Trustee, if the requirements of Section 8-401(1) of the Uniform
Commercial Code are met to the Depositor's satisfaction, the Depositor shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Certificates of
any authorized denominations, of a like Series, Class and aggregate Certificate
Principal Balance or Notional Amount, as applicable.

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



                                       33
<PAGE>

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

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

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

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

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



                                       34
<PAGE>

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

          In any exchange provided for in any of the preceding three paragraphs,
the Depositor shall execute, and the Trustee, upon receipt of a Depositor Order,
will authenticate and deliver individual Certificates in registered form in
authorized denominations, if the Certificates of such Series or Class are
issuable as Registered Certificates.

          Upon the exchange of a Global Security for individual Certificates,
such Global Security shall be cancelled by the Trustee. Individual Registered
Certificates issued in exchange for a Global Security pursuant to this Section
5.04 shall be registered in such names and in such authorized denominations as
the Depository for such Global Security, pursuant to instructions from its
Participants, any indirect participants or otherwise, shall instruct the
Trustee. The Trustee shall deliver such Registered Certificates to the Person in
whose names such Registered Certificates are so registered.

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

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

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

          SECTION 5.05. Mutilated, Destroyed, Lost and Stolen Certificates. If
(i) any mutilated Certificate is surrendered to the Trustee at its Corporate
Trust Office or (ii) the Depositor and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Certificate, and there is
delivered to the Depositor and the Trustee such security or indemnity as they
may require to hold each of them and any Paying Agent harmless, and neither the
Depositor nor the Trustee receives notice that such Certificate has been
acquired by a bona fide purchaser, then the Depositor shall execute and the
Trustee, upon receipt of a Depositor Order,


                                       35
<PAGE>

shall authenticate and deliver, in exchange for any such mutilated Certificate,
or in lieu of any such destroyed, lost or stolen Certificate, a new Certificate
of the same Series or Class of like tenor, form, terms and principal amount,
bearing a number not contemporaneously Outstanding.

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

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

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

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

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

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

          SECTION 5.08. Global Securities. (a) If the Series Supplement pursuant
to Section 5.01 provides that a Series (or Class within such Series) of
Certificates shall be represented by one or more Global Securities, then the
Depositor shall execute and the Trustee shall authenticate and deliver one or
more Global Securities, that (i) shall represent an aggregate initial
Certificate Principal Balance or Notional Amount, as applicable, equal to the
aggregate initial Certificate Principal Balance or Notional Amount, as
applicable, of the Certificates of such Series or Class to be represented by
such one or more Global Securities, (ii) shall be registered, if in registered
form, in the name of the Depository for such Global Security or


                                       36
<PAGE>

Securities or the nominee of such Depository, (iii) shall be delivered by the
Trustee to such Depository or pursuant to such Depository's instruction and (iv)
shall bear a legend substantially to the following effect: "Unless and until it
is exchanged in whole or in part for the individual Certificates represented
hereby, this Global Security may not be transferred except as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository or
by the Depository or any such nominee to a successor Depository or a nominee of
such successor Depository.

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

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

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

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

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

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

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



                                       37
<PAGE>

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

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

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

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

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


                                       38
<PAGE>

entitled to perform such act have performed it or as of the date of such
decision or determination by the Trustee, as the case may be.

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

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

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

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

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

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



                                       39
<PAGE>

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

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

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

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

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


                                       40
<PAGE>

responsibilities or liabilities arising under this Trust Agreement other than
with respect to funds paid to such Paying Agent.

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

          (b) Any institution succeeding to the corporate agency business of any
Authenticating Agent shall continue to be an Authenticating Agent without the
execution or filing of any power or any further act on the part of the Trustee
or such Authenticating Agent. An Authenticating Agent may at any time resign by
giving notice of resignation to the Trustee and to the Depositor. The Trustee
may at any time terminate the agency of an Authenticating Agent by giving notice
of termination to such Authenticating Agent and to the Depositor. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
an Authenticating Agent shall cease to be acceptable to the Trustee or the
Depositor, the Trustee promptly may appoint a successor Authenticating Agent.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless acceptable to the
Depositor. The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section. The provisions
of Section 7.01, 7.03 and 7.04 shall be applicable to any Authenticating Agent.

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

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

Dated:



                                       41
<PAGE>

                                                as Authenticating Agent
                                                for the Trustee,



                                                By______________________________

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

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

          (b) Unless otherwise specified in the applicable Series Supplement,
the voting rights allocable to the owners of the Underlying Securities pursuant
to the terms thereof shall be allocated among the Certificateholders pro rata,
in the proportion that the denomination of each Certificate bears to the
aggregate denomination of all Certificates.

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



                                       42
<PAGE>

          SECTION 5.16. Actions by Certificateholders.

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

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

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

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

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

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

          SECTION 5.19. Control by Certificateholders. The Holders of
Certificates of any Class holding Certificates representing not less than the
Required Percentage--Direction of Trustee of the aggregate Voting Rights of the
Outstanding Certificates of such Class shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee under this
Trust


                                       43
<PAGE>

Agreement, including any right of the Trustee as holder of the Underlying
Securities; provided, however, that:

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

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

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

          SECTION 5.20. Waiver of Past Defaults. The Holders of the Required
Percentage--Waiver of Certificates of any Series may direct the Trustee to vote
such percentage of the Underlying Securities held by the Trustee as corresponds
to the percentage of the aggregate principal amount of the Certificates of such
Series held by such Holders to waive any past Event of Default thereunder with
respect to such Series of Certificates and its consequences or may instruct the
Trustee, on behalf of all Certificateholders of such Series, to waive any past
default under this Trust Agreement and its consequences, except a default:

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

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

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

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

          SECTION 5.21. Right of Certificateholders to Receive Payments Not to
Be Impaired. Anything in this Trust Agreement to the contrary notwithstanding,
the right of any Certificateholder to receive distributions of payments required
pursuant to Section 4.01 hereof on the Certificates when due, or to institute
suit for enforcement of any such payment on or after the


                                       44
<PAGE>

applicable Distribution Date, Special Distribution Date or other date specified
herein for the making of such payment, shall not be impaired or affected without
the consent of such Certificateholder.

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

                                   ARTICLE VI

                                  The Depositor
                                  -------------

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

          SECTION 6.02. Limitation on Liability of the Depositor. (a) The
Depositor shall not be under any obligation to expend or risk its own funds or
otherwise incur financial liability in the performance of its duties hereunder
or under a Series Supplement or in the exercise of any of its rights or power if
reasonable grounds exist for believing that the repayment or such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

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

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

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


                                       45
<PAGE>

whatsoever to appear in, prosecute or defend any action, suit or other
proceeding in respect of any Underlying Securities.

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

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

          SECTION 6.03. Depositor May Purchase Certificates. The Depositor may
at any time purchase Certificates in the open market or otherwise. Certificates
so purchased by the Depositor may, at the discretion of the Depositor, be held
or resold. Certificates beneficially owned by the Depositor or any Affiliate of
the Depositor will be disregarded for purposes of determining whether the
required percentage of the aggregate Voting Rights has given any request,
demand, authorization, direction, notice, consent or waiver hereunder. The
Depositor will provide the Trustee with an Officer's Certificate at any time at
which the Depositor or any Affiliate of the Depositor has acquired Certificates,
identifying the Series and Class of the Certificates acquired, the amount so
held, the name under which the Certificates are held, and the date of
acquisition.

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



                                       46
<PAGE>

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

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

                                  ARTICLE VII

                             Concerning the Trustee
                             ----------------------

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

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

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

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


                                       47
<PAGE>

          certificates or opinions furnished to the Trustee that conform to the
          requirements of this Trust Agreement;

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

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

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

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

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

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

               (viii) the Trustee shall not be liable to any Certificateholder
          for any action or non-action by it in reliance upon the advice of or
          information from legal counsel, accountants, any Certificateholder of
          a Certificate or any other person believed by it in good faith to be
          competent to give such advice or information, including, without
          limitation, the Calculation Agent, the Market


                                       48
<PAGE>

          Agent or the other party to this Trust Agreement. The Trustee may rely
          and shall be protected in acting upon any written notice, request,
          direction or other document believed by it to be genuine and to have
          been signed or presented by the proper party or parties;

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

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

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

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

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



                                       49
<PAGE>

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

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

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

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

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

          SECTION 7.02. Between Trustee and Sub-Administrative Agents. (a)
Unless otherwise provided in a Series Supplement, the Trustee may enter into
Sub-Administration Agreements with one or more Sub-Administrative Agents in
order to delegate certain of its administrative obligations with respect to a
related Series under this Trust Agreement to such Sub-Administrative Agents;
provided, however, that (i) such delegation shall not release the Trustee from
the duties, obligations, responsibilities or liabilities arising under this
Trust Agreement; (ii) the Rating Agency Condition shall have been satisfied with
respect to the entering into of any such agreement and (iii) such agreements are
consistent with the terms of these Standard Terms and, with respect to
Certificates of any Series, the related Series Supplement. With respect to any
Series (or Class within such Series) of Certificates, each Sub-Administration
Agreement shall impose on the Sub-Administrative Agent requirements conforming
to the provisions set forth in Section 3.01 and provide for administration of
the related Trust and all or certain specified Underlying Securities for such
Series consistent with the terms of this Trust Agreement. Additional
requirements relating to the scope and contents of any Sub-Administration
Agreement may be provided in the applicable Series Supplement. The Trustee shall
deliver to the Depositor copies of all Sub-Administration Agreements which it
enters into, and any amendments or modifications thereof, promptly upon the
Trustee's execution and delivery of any such instruments.



                                       50
<PAGE>

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

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

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

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

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

               (iii) the Trustee shall be under no obligation to exercise any of
          the trusts or powers vested in it by this Trust Agreement or to
          institute, conduct or defend any litigation hereunder or in relation
          hereto, at the request, order or direction of any of the
          Certificateholders, pursuant to the provisions of this Trust
          Agreement, unless such Certificateholders shall have offered to the
          Trustee reasonable security or indemnity against the costs, expenses
          and liabilities which may be incurred therein or thereby;

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



                                       51
<PAGE>

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

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

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

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

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

          SECTION 7.05. Trustee May Own Certificates. The Trustee in its
individual capacity or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee;
provided, however, that in determining whether the required percentage of
aggregate Voting Rights shall have consented to any action hereunder requiring
the consent of the Certificateholders, the Trustee's interest shall be excluded.


                                       52
<PAGE>

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

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

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

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

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

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


                                       53
<PAGE>

entire amount of such costs, expenses or liabilities, on a pro rata basis among
such Certificateholders.

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

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

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

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

          (c) Upon the designation of a successor Trustee, following either
resignation or removal of the Trustee, the Trustee shall deliver to the
successor Trustee all records relating to the Certificates in the form and
manner then maintained by the Trustee, which shall include a hard copy thereof
upon written request of the successor Trustee.



                                       54
<PAGE>

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

          (e) In case at any time the Trustee acting hereunder notifies the
Depositor that it elects to resign or the Depositor or Holders of the Required
Percentage--Removal of Trustee of Certificates notifies or notify the Trustee
that it or they elects or elect to remove the Trustee as Trustee, the Depositor
shall, within ninety (90) days after the delivery of the notice of resignation
or removal, appoint a successor Trustee, which shall satisfy the requirements
for a trustee under Section 7.07. If no successor Trustee has been appointed
within 90 days after the Trustee has given written notice of its election to
resign or the Depositor or Holders of the Required Percentage--Removal of
Trustee of Certificates have given written notice to the Trustee of its or their
election to remove the Trustee, as the case may be, the Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.
Every successor Trustee shall execute and deliver to its predecessor and to the
Depositor an instrument in writing accepting its appointment hereunder, and
thereupon such successor Trustee, without any further act or deed, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor and for all purposes shall be the Trustee under this Trust
Agreement, and such predecessor, upon payment of all sums due it and on the
written request of the Depositor, shall execute and deliver an instrument
transferring to such successor all rights, obligations and powers of such
predecessor hereunder, and shall duly assign, transfer and deliver all right,
title and interest in the Underlying Securities and parts thereof to such
successor Trustee. Any successor Trustee shall promptly give notice of its
appointment to the Certificateholders of Certificates for which it is successor
Trustee in the manner provided in Section 10.04 hereof.

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

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

          SECTION 7.10. Appointment of Office or Agency. As specified in a
Series Supplement, the Trustee shall appoint an office or agency in the City of
New York where the Certificates may be surrendered for registration of transfer
or exchange, and presented for the


                                       55
<PAGE>

final distribution with respect thereto, and where notices and demands to or
upon the Trustee in respect of the Certificates of the related Series and this
Trust Agreement may be served.

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

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

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

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

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

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

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


                                       56
<PAGE>

          (C) that could reasonably affect the performance by the Trustee of its
          obligations under, or the validity or enforceability against the
          Trustee of, the Trust Agreement; and

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

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

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

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

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


                                       57
<PAGE>

specifically authorized the retaining of such counsel or (ii) the parties to
such suit include the Trustee and the Depositor, and the Trustee has been
advised in writing by such counsel that one or more legal defenses may be
available to it which may not be available to the Depositor, in which case the
Depositor shall not be entitled to assume the defense of such suit
notwithstanding its obligation to bear the reasonable fees and expenses of such
counsel.

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

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

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

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

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

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

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

          SECTION 7.15. The Depositor To Furnish Trustee with Names and
Addresses of Certificateholders. The Depositor will furnish to the Trustee
within 15 days after each Record Date with respect to any Distribution Date, and
at such other times as the Trustee may request in writing, within 30 days after
receipt by the Depositor of any such request, a list, in such form as the
Trustee may reasonably require, of all information in the possession or control
of the


                                       58
<PAGE>

Depositor as to the names and addresses of the Certificateholders, in each case
as of a date not more than 15 days prior to the time such list is furnished;
provided, however, that so long as the Trustee is the sole Certificate
Registrar, no such list need be furnished.

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

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

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

          SECTION 7.19. Assessment of Compliance by Trustee; Annual Independent
Certified Public Accountant's Report.

          (a) On or prior to March 15 of each year, with respect to any Series,
commencing with the year following the year of issuance of certificates of such
Series, the Trustee shall deliver to the Depositor an assessment of compliance
(or other such form that may be reasonably requested by the Depositor from the
Trustee to conform to the requirements of Regulation AB) that contains the
following:

               (i) statement of the Trustee's responsibility for assessing
          compliance with the servicing criteria applicable to it under the
          Trust Agreement;

               (ii) a statement that the Trustee used the criteria in Item
          1122(d) of Regulation AB (17 CFR 229.1122) to assess compliance with
          the applicable servicing criteria under the Trust Agreement;



                                       59
<PAGE>

               (iii) the Trustee's assessment of compliance with the applicable
          servicing criteria during and as of the end of the prior calendar
          year, setting forth any material instance of noncompliance identified
          by the Trustee; and

               (iv) a statement that a registered public accounting firm has
          issued an attestation report on the Trustee's assessment of compliance
          with the applicable servicing criteria under the trust agreement
          during and as of the end of the prior calendar year.

          (b) The Trustee shall cause a firm of independent certified public
accountants to deliver to the Depositor on or before March 15 a report with
respect to each Series, that attests to, and reports on, the Trustee's
assessment delivered pursuant to Section 7.17(a), which attestation report shall
be made in accordance with the requirements of Rule 15d-18 under the Exchange
Act.

          (c) On or before March 15 of each calendar year, with respect to each
Series, commencing the year following the year of issuance of certificates of
such Series, the Trustee shall deliver to the Depositor a statement of
compliance addressed to the Depositor and signed by an authorized officer of the
Trustee, to the effect that (i) a review of the Trustee's activities during the
immediately preceding calendar year (or applicable portion thereof) and of its
performance under the Trust Agreement during such period has been made under
such officer's supervision, and (ii) to the best of such officers' knowledge,
based on such review, the Trustee has fulfilled all of its obligations under the
Trust Agreement in all material respects throughout such calendar year (or
applicable portion thereof) or, if there has been a failure to fulfill any such
obligation in any material respect, specifically identifying each such failure
known to such officer and the nature and the status thereof.

          (d) The Trustee shall cause any Reporting Subcontractor used by the
Trustee or any to deliver to the Depositor an assessment of compliance and
accountants' attestation as and when provided in this Section 7.19 with respect
to the servicing criteria in Item 1122(d) that are applicable to such Reporting
Subcontractor.

                                  ARTICLE VIII

                                  Market Agent
                                  ------------

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


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<PAGE>

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

                                   ARTICLE IX

                                   Termination
                                   -----------

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

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

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

                                   ARTICLE X

                            Miscellaneous Provisions

          SECTION 10.01. Amendment. (a) This Trust Agreement may be amended from
time to time by the Depositor and the Trustee without the consent of any of the
Certificateholders for any of the following purposes: (i) to cure any ambiguity
or to correct or supplement any provision herein which may be defective or
inconsistent with any other provision herein or to


                                       61
<PAGE>

provide for any other terms or modify any other provisions with respect to
matters or questions arising under this Trust Agreement which shall not
adversely affect the interests of the Holders in any material respect; or (ii)
to evidence and provide for the acceptance of appointment hereunder of a change
in Trustee as Trustee for a Series of Certificates subsequent to the Closing
Date for such Series, and to add to or change any of the provisions of this
Trust Agreement as shall be necessary to provide for or facilitate the
administration of the separate Trusts hereunder by more than one trustee,
pursuant to the requirements of Section 5.01 hereof; or (iii) to evidence and
provide for the acceptance of appointment hereunder by a successor Trustee with
respect to the Certificate of one or more Series or to add or change any of the
provisions of this Trust Agreement as shall be necessary to provide for or
facilitate the administration of the trusts hereunder; or (iv) to provide for
the issuance of a new Series of Certificates pursuant to a Series Supplement
issued hereunder pursuant to Sections 5.01 and 5.12 hereof; provided, however,
that in the case of any amendment the Rating Agency Condition shall be satisfied
with respect to such amendment and that no such amendment shall cause any Trust
created hereunder (as evidenced by an Opinion of Counsel) to fail to qualify as
a fixed investment trust for federal income tax purposes.

          (b) Without limiting the generality of the foregoing, with respect to
any Series, unless otherwise specified in a related Series Supplement, this
Trust Agreement may also be modified or amended from time to time by the
Depositor and the Trustee with the consent of the Holders of Certificates
representing the Required Percentage Amendment of the aggregate Voting Rights of
those Certificates to which such modification or amendment relates for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Trust Agreement or of modifying in any manner the
rights of the Holders of Certificates; provided, however, that, unless otherwise
specified in a related Series Supplement, no such amendment shall (i) reduce in
any manner the amount of, or delay the timing of, payments received on
Underlying Securities which are required to be distributed on any Certificate
without the consent of the Holders of such Certificates, (ii) adversely affect
in any material respect the interests of the Holders of any Series (or Class
within such Series) of Certificates in a manner other than as described in (i),
without the consent of the Holders of Certificates of such Series or Class
evidencing not less than the Required Percentage--Amendment of the aggregate
Voting Rights of such Series or Class or (iii) reduce the percentage of
aggregate Voting Rights required by (ii), as described in (ii), without the
consent of the Holders of all Certificates of such Series or Class then
Outstanding.

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

          (c) Promptly after the execution of any such amendment or
modification, the Trustee shall furnish a copy of such amendment or modification
to each Certificateholder of the


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<PAGE>

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

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

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

          (c) No Certificateholder of a given Series shall have any right by
virtue of any provision of this Trust Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Trust
Agreement, unless (i) such Holder previously shall have given to the Trustee a
written notice of breach and of the continuance thereof, (ii) the Holders of
Certificates of such Series evidencing not less than the Required
Percentage--Remedies of the aggregate Voting Rights of such Series shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, (iii) the Trustee, for 15
days after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding, and
(iv) no direction inconsistent with such written request has been given to the
Trustee during such 15-day period by Certificateholders evidencing not less than
the Required Percentage--Remedies of the aggregate Voting Rights of such Series.
It is understood and agreed that the Trustee shall not be obligated to make any
investigation of matters arising under this Trust Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any Certificateholders unless such Certificateholders have
offered to the Trustee the reasonable security or indemnity referred to above.
It is further understood and agreed, and expressly covenanted by each
Certificateholder of each Series with every other Certificateholder of such
Series and the Trustee, that no one or more Holders of Certificates of such
Series shall have any right in any manner whatever by virtue of any provision of
this Trust Agreement to affect, disturb or prejudice the rights of the Holders
of any other of the Certificates of such Series, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Trust Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders of such Series. For
the protection and enforcement


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<PAGE>

of the provisions of this Section, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

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

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

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

          (c) Any and all notices to be given to the Depositor shall be deemed
to have been duly given if sent by facsimile transmission to the Depositor at
245 Park Avenue, New York New York 10167 Attention: [o], through facsimile
transmission number (212) 272-[o], telephone confirmation number (212) 272-[o].
The Depositor may change this information by written notice to the Trustee.

          (d) Any and all notices to be given to the Trustee shall be deemed to
have been duly given if sent by facsimile transmission to the Trustee at [o]
Attention: [o], through facsimile transmission number (212) [o], telephone
confirmation number (212) [o]. The Trustee may change this information by notice
to the Depositor.

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

          SECTION 10.05. Notice to Rating Agencies. (a) The Trustee shall use
its best efforts promptly to provide notice to each Rating Agency with respect
to each of the following:

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

               (ii) the resignation or termination of the Trustee;

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

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



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<PAGE>

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

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

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

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

               (ii) Any and all notices to be given to S&P shall be deemed to
          have been duly given if sent by facsimile transmission to S&P at
          Standard & Poor's, a division of The McGraw-Hill Companies, Inc. 55
          Water Street, New York, New York, 10041, Attention: Structured Finance
          Surveillance Group, facsimile transmission number (212) 438-2664,
          telephone confirmation number (212) 438-2482. S&P may change this
          information by notice to the Depositor and the Trustee.

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

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

          (b) In the event that, notwithstanding the aforementioned intent of
the parties, any Underlying Securities are held to be property of the Depositor,
then, (x) it is the express intent of the parties that such conveyance be deemed
a pledge of such Underlying Securities by the Depositor to the Trustee to secure
a debt or other obligation of the Depositor and (y)(1) this Trust Agreement
shall also be deemed to be a security agreement within the meaning of Articles 8
and 9 of the Uniform Commercial Code as in effect from time to time in the State
of New York, or such other State as may be specified in the related Series
Supplement; (2) the conveyance provided for in Section 2.01 hereof shall be
deemed to be a grant by the Depositor to the Trustee of a security interest in
all the Depositor's right, title and interest in and to such Underlying
Securities and all amounts payable to the holders of such Underlying Securities
in


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<PAGE>

accordance with the terms hereof and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property including all amounts from time to time held or invested in the
applicable Certificate Account, whether in the form of cash, instruments,
securities or other property; (3) the obligations secured by such security
agreement shall be deemed to be all the Depositor's obligations under this Trust
Agreement, including the obligation to provide to the Certificateholders the
benefits of this Trust Agreement relating to such Underlying Securities and the
applicable Trust; and (4) notifications to persons holding such property, and
acknowledgements, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgements, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security interest under applicable law.

          Accordingly, the Depositor hereby grants to the Trustee a security
interest in the Underlying Securities and all other property described in clause
(y)(2) of the preceding paragraph, for the purpose of securing to the Trustee
the performance by the Depositor of the obligations described in clause (y)(3)
of the preceding paragraph. Notwithstanding the foregoing, the parties hereto
intend the Grant pursuant to Section 2.01 to be a true, absolute and
unconditional sale of the Underlying Securities and assets constituting the
applicable Trust by the Depositor to the Trustee.

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

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



                                       66
<PAGE>

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

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

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

          SECTION 10.12. Trust Indenture Act Controls. This Trust Agreement is
subject to the provisions of the Trust Indenture Act and shall, to the extent
applicable, be governed by such provisions. The Trustee agrees to take all
actions within its control to prevent these Standard Terms, as supplemented by
any Series Supplements, from failing to qualify under the Trust Indenture Act.

          SECTION 10.13. Segregation Provisions.

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

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

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

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

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



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<PAGE>

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

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

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

          (i) The Depositor agrees that it shall not issue any debt obligations
unless the Rating Agency Condition is satisfied with respect to such issuance.


                                       68
<PAGE>

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

                                        BEAR STEARNS DEPOSITOR INC.,
                                        as Depositor



                                        By:_______________________________
                                           Name:
                                           Title:

                                        [o],
                                        as Trustee



                                        By:_______________________________
                                           Name:
                                           Title:


                                       69
<PAGE>

                  Reconciliation and tie between the Trust Agreement dated as of
[o], 200[_] and the Trust Indenture Act of 1939 as amended. This reconciliation
does not constitute part of Trust Agreement.

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

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


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