Common use of Designation of Trust and Certificates Clause in Contracts

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Trust, Series 199[__]-[SERIES DESIGNATION]", the Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Certificates, Series 199[__]-[SERIES DESIGNATION]", the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Call Warrant". (b) The Certificates shall be held through the Depository in book- entry form and shall be substantially in the form attached hereto as Exhibit B. The Certificates shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness. (c) The Retained Interest will be uncertificated and shall be as described in Schedule II attached hereto. The Retained Interest will be issued to the Depositor and may be transferred by the Depositor to another party at the sole option of the Depositor without the consent of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments will be made on the Retained Interest by wire transfer to the account(s) of holder(s) thereof on the related Record Date as specified in written instructions to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree to any amendment or modification of this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder of the Retained Interest without the consent of the holder of the Retained Interest.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] PREFERREDPLUS Trust Series ALL-1". The Class A Certificates Trust, Series 199[__]-[SERIES DESIGNATION]", the and Class B Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Certificates, Series 199[__]-[SERIES DESIGNATION]", the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "PREFERREDPLUS Class A 8.00% Trust Certificates Series 199[__]-[SERIES DESIGNATION] Retained InterestALL-1" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "PREFERREDPLUS Class B 0.207% Trust Certificates Series 199[__]-[SERIES DESIGNATION] Call Warrant"ALL-1," respectively. (b) The Class A Certificates and Class B Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. Exhibits B and C, respectively. The Class A Certificates shall be issued in minimum authorized denominations of $1,000 25 and integral multiples thereof and the Class B Certificates shall be issued with a notional principal amount of $1,000 in excess 25 and integral multiples thereof. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness; provided, however, from time to time, upon obtaining prior written confirmation by each Rating Agency that such action will not result in a downgrading or withdrawal of its rating of the Certificates, the Depositor may, without the consent of the Certificateholders, increase the amount of the Underlying Securities in the Trust and the Trust may issue a corresponding amount of additional Certificates in accordance with Section 5.12(a) of the Standard Terms except that clauses (v), (vi) and (vii) of Section 5.12(a) shall not apply to this Series. (c) The Retained Interest Class A Certificates will be uncertificated entitled to receive (i) on each Distribution Date, commencing on February 15, 2002 and shall be as described in Schedule II attached hereto. The Retained Interest will be issued ending on the Final Scheduled Distribution Date, or such earlier date if the Underlying Securities are redeemed prior to the Depositor and may be transferred by Final Scheduled Distribution Date, distributions at a rate of 8.00% per annum on the Depositor to another party at the sole option stated amount of the Depositor without Class A Certificates and (ii) on the consent Final Scheduled Distribution Date, a distribution of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records aggregate principal amount of the Trustee. Underlying Securities. (d) On each Distribution Date, payments the Class B Certificates will be made on entitled to receive a distribution of 0.207% per annum multiplied by the Retained Interest by wire transfer notional principal amount of the Class B Certificates (the "Class B Payments"). (e) Any reference to the account(s) principal amount of holder(s) thereof on the related Record Date Certificates shall be construed as specified in written instructions a reference to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree to any amendment or modification of this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder stated amount of the Retained Interest without Class A Certificates and/or the consent notional principal amount of the holder of the Retained InterestClass B Certificates, unless otherwise indicated.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] PREFERREDPLUS Trust Series VER-1". The Class A Certificates Trust, Series 199[__]-[SERIES DESIGNATION]", the and Class B Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Certificates, Series 199[__]-[SERIES DESIGNATION]", the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "PREFERREDPLUS Class A 7.625% Trust Certificates Series 199[__]-[SERIES DESIGNATION] Retained InterestVER-1" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "PREFERREDPLUS Class B 0.125% Trust Certificates Series 199[__]-[SERIES DESIGNATION] Call Warrant"VER-1," respectively. (b) The Class A Certificates and Class B Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. Exhibits B and C, respectively. The Class A Certificates shall be issued in minimum authorized denominations of $1,000 25 and integral multiples thereof and the Class B Certificates shall be issued with a notional principal amount of $1,000 in excess 25 and integral multiples thereof. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness; provided, however, from time to time, upon obtaining prior written confirmation by each Rating Agency that such action will not result in a downgrading or withdrawal of its rating of the Certificates, the Depositor may, without the consent of the Certificateholders, increase the amount of the Underlying Securities in the Trust and the Trust may issue a corresponding amount of additional Certificates in accordance with Section 5.12(a) of the Standard Terms except that clauses (v), (vi) and (vii) of Section 5.12(a) shall not apply to this Series and a corresponding number of additional Warrants in accordance with Article I of the Warrant Agreement. (c) The Retained Interest Class A Certificates will be uncertificated entitled to receive (i) on each Distribution Date, commencing on December 1, 2002 and shall be as described in Schedule II attached hereto. The Retained Interest will be issued ending on the Final Scheduled Distribution Date, or such earlier date if the Underlying Securities are redeemed prior to the Depositor and may be transferred by Final Scheduled Distribution Date, distributions at a rate of 7.625% per annum on the Depositor to another party at the sole option stated amount of the Depositor without Class A Certificates and (ii) on the consent Final Scheduled Distribution Date, a distribution of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records aggregate principal amount of the Trustee. Underlying Securities. (d) On each Distribution Date, payments the Class B Certificates will be made on entitled to receive a distribution of 0.125% per annum multiplied by the Retained Interest by wire transfer notional principal amount of the Class B Certificates (the "Class B Payments"). (e) Any reference to the account(s) principal amount of holder(s) thereof on the related Record Date Certificates shall be construed as specified in written instructions a reference to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree to any amendment or modification of this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder stated amount of the Retained Interest without Class A Certificates and/or the consent notional principal amount of the holder of the Retained InterestClass B Certificates, unless otherwise indicated.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] PPLUS Trust Series GSG-2". The Class A Certificates Trust, Series 199[__]-[SERIES DESIGNATION]", the and Class B Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Certificates, Series 199[__]-[SERIES DESIGNATION]", the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "PPLUS Class A 5.75% Trust Certificates Series 199[__]-[SERIES DESIGNATION] Retained InterestGSG-2" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "PPLUS Class B 0.375% Trust Certificates Series 199[__]-[SERIES DESIGNATION] Call Warrant"GSG-2," respectively. (b) The Class A Certificates and Class B Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. Exhibits B and C, respectively. The Class A Certificates shall be issued in minimum authorized denominations of $1,000 25 and integral multiples thereof and the Class B Certificates shall be issued with a notional principal amount of $1,000 in excess 25 and integral multiples thereof. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness; provided, however, from time to time, upon obtaining prior written confirmation by each Rating Agency that such action will not result in a downgrading or withdrawal of its rating of the Certificates, the Depositor may, without the consent of the Certificateholders, increase the amount of the Underlying Securities in the Trust and the Trust may issue a corresponding amount of additional Certificates in accordance with Section 5.12(a) of the Standard Terms except that clauses (v), (vi) and (vii) of Section 5.12(a) shall not apply to this Series and a corresponding number of additional Warrants in accordance with Article I of the Warrant Agreement. (c) The Retained Interest Class A Certificates will be uncertificated entitled to receive (i) on each Distribution Date, commencing on August 15, 2003 and shall be as described in Schedule II attached hereto. The Retained Interest will be issued ending on the Final Scheduled Distribution Date, or such earlier date if the Underlying Securities are redeemed prior to the Depositor and may be transferred by Final Scheduled Distribution Date, distributions at a rate of 5.75% per annum on the Depositor to another party at the sole option stated amount of the Depositor without Class A Certificates and (ii) on the consent Final Scheduled Distribution Date, a distribution of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records aggregate principal amount of the Trustee. Underlying Securities. (d) On each Distribution Date, payments the Class B Certificates will be made on entitled to receive a distribution of 0.375% per annum multiplied by the Retained Interest by wire transfer notional principal amount of the Class B Certificates (the "Class B Payments"). (e) Any reference to the account(s) principal amount of holder(s) thereof on the related Record Date Certificates shall be construed as specified in written instructions a reference to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree to any amendment or modification of this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder stated amount of the Retained Interest without Class A Certificates and/or the consent notional principal amount of the holder of the Retained InterestClass B Certificates, unless otherwise indicated.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] PPLUS Trust Series DCNA-1". The Class A Certificates Trust, Series 199[__]-[SERIES DESIGNATION]", the and Class B Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Certificates, Series 199[__]-[SERIES DESIGNATION]", the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "PPLUS Class A 7.25% Trust Certificates Series 199[__]-[SERIES DESIGNATION] Retained InterestDCNA-1" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "PPLUS Class B 1.25% Trust Certificates Series 199[__]-[SERIES DESIGNATION] Call Warrant"DCNA-1," respectively. (b) The Class A Certificates and Class B Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. Exhibits B and C, respectively. The Class A Certificates shall be issued in minimum authorized denominations of $1,000 25.00 and integral multiples thereof and the Class B Certificates shall be issued with a notional principal amount of $1,000 in excess 25.00 and integral multiples thereof. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness; provided, however, from time to time, upon obtaining prior written confirmation by each Rating Agency that such action will not result in a downgrading or withdrawal of its rating of the Certificates, the Depositor may, without the consent of the Certificateholders, increase the amount of the Underlying Securities in the Trust and the Trust may issue a corresponding amount of additional Certificates in accordance with Section 5.12(a) of the Standard Terms except that clauses (v), (vi) and (vii) of Section 5.12(a) shall not apply to this Series and a corresponding number of additional Warrants in accordance with Article I of the Warrant Agreement. (c) The Retained Interest Class A Certificates will be uncertificated entitled to receive (i) on each Distribution Date, commencing on July 18, 2004 and shall be as described in Schedule II attached hereto. The Retained Interest will be issued ending on the Final Scheduled Distribution Date, or such earlier date if the Underlying Securities are redeemed prior to the Depositor and may be transferred by Final Scheduled Distribution Date, distributions at a rate of 7.25% per annum on the Depositor to another party at the sole option stated amount of the Depositor without Class A Certificates and (ii) on the consent Final Scheduled Distribution Date, a distribution of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records aggregate principal amount of the Trustee. Underlying Securities. (d) On each Distribution Date, payments the Class B Certificates will be made on entitled to receive a distribution of 1.25% per annum multiplied by the Retained Interest by wire transfer notional principal amount of the Class B Certificates (the "Class B Payments"). (e) Any reference to the account(s) principal amount of holder(s) thereof on the related Record Date Certificates shall be construed as specified in written instructions a reference to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree to any amendment or modification of this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder stated amount of the Retained Interest without Class A Certificates and/or the consent notional principal amount of the holder of the Retained InterestClass B Certificates, unless otherwise indicated.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Trust, PPLUS Trust Series 199[__]-[SERIES DESIGNATION]", the HTZ-1. The Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Certificates, Series 199[__]-[SERIES DESIGNATION]", the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "PPLUS 8.15% Trust Certificates Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Call Warrant"HTZ-1. (b) The Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. The Certificates shall be issued in minimum authorized denominations of $1,000 25 and integral multiples of $1,000 in excess thereof. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness; provided, however, from time to time, upon obtaining prior written confirmation by each Rating Agency that such action will not result in a downgrading or withdrawal of its rating of the Certificates, the Depositor may, without the consent of the Certificateholders, increase the amount of the Underlying Securities in the Trust and the Trust may issue a corresponding amount of additional Certificates in accordance with Section 5.12(a) of the Standard Terms except that clauses (v), (vi) and (vii) of Section 5.12(a) shall not apply to this Series and a corresponding number of additional Warrants in accordance with Article I of the Warrant Agreement. (c) The Retained Interest will be uncertificated and shall be as described in Schedule II attached hereto. The Retained Interest will be issued to the Depositor and may be transferred by the Depositor to another party at the sole option of the Depositor without the consent of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments commencing on July 15, 2003 and ending on the Final Scheduled Distribution Date or such earlier date if the Underlying Securities are redeemed prior to the Final Scheduled Distribution Date, the Certificates will be made entitled to receive distributions at a rate of 8.15% per annum on the Retained Interest by wire transfer stated amount of the Certificates. (d) On the Final Scheduled Distribution Date, the Certificates will be entitled to a distribution of the aggregate principal amount of such Underlying Securities. (e) Any reference to the account(s) principal amount of holder(s) thereof on the related Record Date Certificates shall be construed as specified in written instructions a reference to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree to any amendment or modification of this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder stated amount of the Retained Interest without the consent of the holder of the Retained InterestCertificates, unless otherwise indicated.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] PPLUS Trust Series CMT-1". The Class A Certificates Trust, Series 199[__]-[SERIES DESIGNATION]", the and Class B Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Certificates, Series 199[__]-[SERIES DESIGNATION]", the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "PPLUS Class A 6.25% Trust Certificates Series 199[__]-[SERIES DESIGNATION] Retained InterestCMT-1" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "PPLUS Class B 0.80% Trust Certificates Series 199[__]-[SERIES DESIGNATION] Call Warrant"CMT-1," respectively. (b) The Class A Certificates and Class B Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. Exhibits B and C, respectively. The Class A Certificates shall be issued in minimum authorized denominations of $1,000 25.00 and integral multiples thereof and the Class B Certificates shall be issued with a notional principal amount of $1,000 in excess 25.00 and integral multiples thereof. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness; provided, however, from time to time, upon obtaining prior written confirmation by each Rating Agency that such action will not result in a downgrading or withdrawal of its rating of the Certificates, the Depositor may, without the consent of the Certificateholders, increase the amount of the Underlying Securities in the Trust and the Trust may issue a corresponding amount of additional Certificates in accordance with Section 5.12(a) of the Standard Terms except that clauses (v), (vi) and (vii) of Section 5.12(a) shall not apply to this Series and a corresponding number of additional Warrants in accordance with Article I of the Warrant Agreement. (c) The Retained Interest Class A Certificates will be uncertificated entitled to receive (i) on each Distribution Date, commencing on September 15, 2004 and shall be as described in Schedule II attached hereto. The Retained Interest will be issued ending on the Final Scheduled Distribution Date, or such earlier date if the Underlying Securities are redeemed prior to the Depositor and may be transferred by Final Scheduled Distribution Date, distributions at a rate of 6.25% per annum on the Depositor to another party at the sole option stated amount of the Depositor without Class A Certificates and (ii) on the consent Final Scheduled Distribution Date, a distribution of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records aggregate principal amount of the Trustee. Underlying Securities. (d) On each Distribution Date, payments the Class B Certificates will be made on entitled to receive a distribution of 0.80% per annum multiplied by the Retained Interest by wire transfer notional principal amount of the Class B Certificates (the "Class B Payments"). (e) Any reference to the account(s) principal amount of holder(s) thereof on the related Record Date Certificates shall be construed as specified in written instructions a reference to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree to any amendment or modification of this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder stated amount of the Retained Interest without Class A Certificates and/or the consent notional principal amount of the holder of the Retained InterestClass B Certificates, unless otherwise indicated.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] PPLUS Trust Series VAL-1". The Class A Certificates Trust, Series 199[__]-[SERIES DESIGNATION]", the and Class B Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Certificates, Series 199[__]-[SERIES DESIGNATION]", the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "PPLUS Class A 7.25% Trust Certificates Series 199[__]-[SERIES DESIGNATION] Retained InterestVAL-1" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "PPLUS Class B 0.25% Trust Certificates Series 199[__]-[SERIES DESIGNATION] Call Warrant"VAL-1," respectively. (b) The Class A Certificates and Class B Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. Exhibits B and C, respectively. The Class A Certificates shall be issued in minimum authorized denominations of $1,000 25 and integral multiples thereof and the Class B Certificates shall be issued with a notional principal amount of $1,000 in excess 25 and integral multiples thereof. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness; provided, however, from time to time, upon obtaining prior written confirmation by each Rating Agency that such action will not result in a downgrading or withdrawal of its rating of the Certificates, the Depositor may, without the consent of the Certificateholders, increase the amount of the Underlying Securities in the Trust and the Trust may issue a corresponding amount of additional Certificates in accordance with Section 5.12(a) of the Standard Terms except that clauses (v), (vi) and (vii) of Section 5.12(a) shall not apply to this Series and a corresponding number of additional Warrants in accordance with Article I of the Warrant Agreement. (c) The Retained Interest Class A Certificates will be uncertificated entitled to receive (i) on each Distribution Date, commencing on April 15, 2003 and shall be as described in Schedule II attached hereto. The Retained Interest will be issued ending on the Final Scheduled Distribution Date, or such earlier date if the Underlying Securities are redeemed prior to the Depositor and may be transferred by Final Scheduled Distribution Date, distributions at a rate of 7.25% per annum on the Depositor to another party at the sole option stated amount of the Depositor without Class A Certificates and (ii) on the consent Final Scheduled Distribution Date, a distribution of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records aggregate principal amount of the Trustee. Underlying Securities. (d) On each Distribution Date, payments the Class B Certificates will be made on entitled to receive a distribution of 0.25% per annum multiplied by the Retained Interest by wire transfer notional principal amount of the Class B Certificates (the "Class B Payments"). (e) Any reference to the account(s) principal amount of holder(s) thereof on the related Record Date Certificates shall be construed as specified in written instructions a reference to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree to any amendment or modification of this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder stated amount of the Retained Interest without Class A Certificates and/or the consent notional principal amount of the holder of the Retained InterestClass B Certificates, unless otherwise indicated.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] PPLUS Trust Series GSC-1". The Class A Certificates Trust, Series 199[__]-[SERIES DESIGNATION]", the and Class B Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Certificates, Series 199[__]-[SERIES DESIGNATION]", the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "PPLUS Class A 6.25% Trust Certificates Series 199[__]-[SERIES DESIGNATION] Retained InterestGSC-1" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "PPLUS Class B 0.095% Trust Certificates Series 199[__]-[SERIES DESIGNATION] Call Warrant"GSC-1," respectively. (b) The Class A Certificates and Class B Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. Exhibits B and C, respectively. The Class A Certificates shall be issued in minimum authorized denominations of $1,000 25 and integral multiples thereof and the Class B Certificates shall be issued with a notional principal amount of $1,000 in excess 25 and integral multiples thereof. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness; provided, however, from time to time, upon obtaining prior written confirmation by each Rating Agency that such action will not result in a downgrading or withdrawal of its rating of the Certificates, the Depositor may, without the consent of the Certificateholders, increase the amount of the Underlying Securities in the Trust and the Trust may issue a corresponding amount of additional Certificates in accordance with Section 5.12(a) of the Standard Terms except that clauses (v), (vi) and (vii) of Section 5.12(a) shall not apply to this Series and a corresponding number of additional Warrants in accordance with Article I of the Warrant Agreement. (c) The Retained Interest Class A Certificates will be uncertificated entitled to receive (i) on each Distribution Date, commencing on August 15, 2004 and shall be as described in Schedule II attached hereto. The Retained Interest will be issued ending on the Final Scheduled Distribution Date, or such earlier date if the Underlying Securities are redeemed prior to the Depositor and may be transferred by Final Scheduled Distribution Date, distributions at a rate of 6.25% per annum on the Depositor to another party at the sole option stated amount of the Depositor without Class A Certificates and (ii) on the consent Final Scheduled Distribution Date, a distribution of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records aggregate principal amount of the Trustee. Underlying Securities. (d) On each Distribution Date, payments the Class B Certificates will be made on entitled to receive a distribution of 0.095% per annum multiplied by the Retained Interest by wire transfer notional principal amount of the Class B Certificates (the "Class B Payments"). (e) Any reference to the account(s) principal amount of holder(s) thereof on the related Record Date Certificates shall be construed as specified in written instructions a reference to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree to any amendment or modification of this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder stated amount of the Retained Interest without Class A Certificates and/or the consent notional principal amount of the holder of the Retained InterestClass B Certificates, unless otherwise indicated.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] PPLUS Trust Series GSG-1". The Class A Certificates Trust, Series 199[__]-[SERIES DESIGNATION]", the and Class B Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Certificates, Series 199[__]-[SERIES DESIGNATION]", the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "PPLUS Class A 6.00% Trust Certificates Series 199[__]-[SERIES DESIGNATION] Retained InterestGSG-1" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "PPLUS Class B 0.125% Trust Certificates Series 199[__]-[SERIES DESIGNATION] Call Warrant"GSG-1," respectively. (b) The Class A Certificates and Class B Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. Exhibits B and C, respectively. The Class A Certificates shall be issued in minimum authorized denominations of $1,000 25 and integral multiples thereof and the Class B Certificates shall be issued with a notional principal amount of $1,000 in excess 25 and integral multiples thereof. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness; provided, however, from time to time, upon obtaining prior written confirmation by each Rating Agency that such action will not result in a downgrading or withdrawal of its rating of the Certificates, the Depositor may, without the consent of the Certificateholders, increase the amount of the Underlying Securities in the Trust and the Trust may issue a corresponding amount of additional Certificates in accordance with Section 5.12(a) of the Standard Terms except that clauses (v), (vi) and (vii) of Section 5.12(a) shall not apply to this Series and a corresponding number of additional Warrants in accordance with Article I of the Warrant Agreement. (c) The Retained Interest Class A Certificates will be uncertificated entitled to receive (i) on each Distribution Date, commencing on August 15, 2003 and shall be as described in Schedule II attached hereto. The Retained Interest will be issued ending on the Final Scheduled Distribution Date, or such earlier date if the Underlying Securities are redeemed prior to the Depositor and may be transferred by Final Scheduled Distribution Date, distributions at a rate of 6.00% per annum on the Depositor to another party at the sole option stated amount of the Depositor without Class A Certificates and (ii) on the consent Final Scheduled Distribution Date, a distribution of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records aggregate principal amount of the Trustee. Underlying Securities. (d) On each Distribution Date, payments the Class B Certificates will be made on entitled to receive a distribution of 0.125% per annum multiplied by the Retained Interest by wire transfer notional principal amount of the Class B Certificates (the "Class B Payments"). (e) Any reference to the account(s) principal amount of holder(s) thereof on the related Record Date Certificates shall be construed as specified in written instructions a reference to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree to any amendment or modification of this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder stated amount of the Retained Interest without Class A Certificates and/or the consent notional principal amount of the holder of the Retained InterestClass B Certificates, unless otherwise indicated.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] PPLUS Trust Series DCC-1". The Class A Certificates Trust, Series 199[__]-[SERIES DESIGNATION]", the and Class B Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Certificates, Series 199[__]-[SERIES DESIGNATION]", the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "PPLUS Class A 7.00% Trust Certificates Series 199[__]-[SERIES DESIGNATION] Retained InterestDCC-1" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "PPLUS Class B 0.45% Trust Certificates Series 199[__]-[SERIES DESIGNATION] Call Warrant"DCC-1," respectively. (b) The Class A Certificates and Class B Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. Exhibits B and C, respectively. The Class A Certificates shall be issued in minimum authorized denominations of $1,000 25 and integral multiples thereof and the Class B Certificates shall be issued with a notional principal amount of $1,000 in excess 25 and integral multiples thereof. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness; provided, however, from time to time, upon obtaining prior written confirmation by each Rating Agency that such action will not result in a downgrading or withdrawal of its rating of the Certificates, the Depositor may, without the consent of the Certificateholders, increase the amount of the Underlying Securities in the Trust and the Trust may issue a corresponding amount of additional Certificates in accordance with Section 5.12(a) of the Standard Terms except that clauses (v), (vi) and (vii) of Section 5.12(a) shall not apply to this Series and a corresponding number of additional Warrants in accordance with Article I of the Warrant Agreement. (c) The Retained Interest Class A Certificates will be uncertificated entitled to receive (i) on each Distribution Date, commencing on September 1, 2003 and shall be as described in Schedule II attached hereto. The Retained Interest will be issued ending on the Final Scheduled Distribution Date, or such earlier date if the Underlying Securities are redeemed prior to the Depositor and may be transferred by Final Scheduled Distribution Date, distributions at a rate of 7.00% per annum on the Depositor to another party at the sole option stated amount of the Depositor without Class A Certificates and (ii) on the consent Final Scheduled Distribution Date, a distribution of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records aggregate principal amount of the Trustee. Underlying Securities. (d) On each Distribution Date, payments the Class B Certificates will be made on entitled to receive a distribution of 0.45% per annum multiplied by the Retained Interest by wire transfer notional principal amount of the Class B Certificates (the "Class B Payments"). (e) Any reference to the account(s) principal amount of holder(s) thereof on the related Record Date Certificates shall be construed as specified in written instructions a reference to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree to any amendment or modification of this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder stated amount of the Retained Interest without Class A Certificates and/or the consent notional principal amount of the holder of the Retained InterestClass B Certificates, unless otherwise indicated.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Debt Units Trust, Series 199[__]-[SERIES 199 [__] - [SERIES DESIGNATION]", the . The Certificates evidencing certain undivided ownership interests therein shall be known as the "[NAME OF] CertificatesDebt Units, Series 199[__]-[SERIES 199[_] - [SERIES DESIGNATION]", the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Call Warrant". (b) The Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. The Certificates shall be issued in minimum authorized denominations of [$1,000 1,000] (the "Authorized Denomination") and integral multiples of [$1,000 1,000] in excess thereof. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness. (c) The Retained Interest Class _-1 Certificates have an initial aggregate principal amount of $[ ]. The Class _-2 Certificates have an initial aggregate principal amount of $[ ]. The Class _-1 Certificates will be uncertificated and shall be as described entitled to receive on each Distribution Date the interest received on the Underlying Securities, which will represent a return of principal on the Class _-1 Certificates in accordance with the amortization schedule set forth in Schedule II attached heretohereto and the payment of interest at a rate of [__.__]% per annum on the outstanding principal amount of the Class _-1 Certificates. The Retained Interest Class _-2 Certificates will not be entitled to distributions of interest. The Class _-2 Certificates will accrete principal at the rate of [__.__]% per annum, in accordance with the accretion schedule set forth in Schedule III hereto, to a principal amount of $[ ] on [ ] __ 20__. On [ ] __, 20__, the Class _-2 Certificates will be issued entitled to a distribution of all of the Underlying Securities held by the Trust as of such date. On or prior to the Depositor and may be transferred by the Depositor to another party at the sole option of the Depositor without the consent of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date60th day preceding [ ] __, payments will be made on the Retained Interest by wire transfer to the account(s) of holder(s) thereof on the related Record Date as specified in written instructions to the Trustee. Notwithstanding any other provision of this Agreement20__, the Trustee shall not agree to any amendment or modification of this Agreement (including request instructions from the Standard Terms) which would adversely affect in any material respect the holder registered holders of the Retained Interest without Class _-2 Certificates regarding the consent account or accounts to which transfer of the holder Underlying Securities should be made, and other information relevant to such transfer. (d) Any reference to the principal amount of the Retained InterestCertificates shall be construed as a reference to the amortized amount of the Class _-1 Certificates and the accreted amount of the Class _-2 Certificates, unless otherwise indicated.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Corporate-Backed Trust Certificates, DaimlerChrysler Debenture-Backed Series 2004-3 Trust, Series 199[__]-[SERIES DESIGNATION]", the Certificates ." The certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Corporate-Backed Trust Certificates, DaimlerChrysler Debenture-Backed Series 199[__]-[SERIES DESIGNATION]", the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities 2004-3" (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the Warrants"Series 199[__]-[SERIES DESIGNATION] Call Warrant"). (ba) The Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. A. The Certificates shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof25. Except as provided in the Standard TermsTerms and in paragraph (d) of this Section, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Certificates have an initial aggregate Certificate Principal Balance of $25,000,000. (c) The Retained Interest holders of the Certificates will be uncertificated and entitled to receive on each Distribution Date an amount equal to the related Interest Distribution Amount. (d) The Depositor may sell to the Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days' notice to the Trustee (or such shorter period as shall be as described in Schedule II attached hereto. The Retained Interest will be issued mutually satisfactory to the Depositor and may be transferred by the Depositor to another party at the sole option Trustee) and upon (i) satisfaction of the Depositor without the Rating Agency Condition, (ii) prior consent of the Certificateholders Swap Counterparty and (iii) delivery of an Opinion of Counsel to the effect that the sale of such additional Underlying Securities will not cause the Trust to be taxed as an association or any other partypublicly traded partnership taxable as a corporation for federal income tax purposes. The beneficial ownership interest Each condition to be satisfied with respect to a sale of Underlying Securities on or prior to the Closing Date shall be satisfied with respect to a sale of additional Underlying Securities no later than the date of sale thereof, each representation and warranty set forth in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments will Standard Terms to be made on the Retained Interest Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by wire transfer to the account(s) of holder(s) thereof Trustee shall be held on the related Record Date as specified in written instructions same terms and conditions. Upon such sale to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, Certificates in a Certificate Principal Balance equal to the principal amount of such additional Underlying Securities, and Call Warrants related thereto. Any such additional Certificates authenticated and delivered shall have the same terms and rank pari passu with the Certificates previously issued in accordance with this Series Supplement. (e) On the Distribution Date occurring in March 2004, the Trustee shall cause the Trust to pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from September 1, 2003, to but not agree to any amendment or modification of this Agreement (including the Standard TermsClosing Date; provided, however, that in the event an Optional Exchange Date shall occur prior to the Distribution Date in March 2004, a pro rata portion of such amount shall be paid to the Depositor on the Optional Exchange Date in accordance with the provisions of Section 7(b)(ix) which would adversely affect hereof. If the Depositor is not paid any such amount on such date, it shall have a claim for such amount. If Available Funds are insufficient to pay such amount, the Trustee will pay the Depositor its pro rata share, based on the ratio the amount owed to the Depositor bears to all amounts owed on the Certificates in respect of accrued interest, of any material respect proceeds from the holder of recovery on the Retained Interest without the consent of the holder of the Retained InterestUnderlying Securities.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Corporate Backed Trust Certificates, Kraft Foods Note-Backed Series 2003-11 Trust, Series 199[__]-[SERIES DESIGNATION]", the ." The Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Corporate Backed Trust Certificates, Kraft Foods Note-Backed Series 199[__]-[SERIES DESIGNATION]"2003-11." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the Retained Interest evidencing certain undivided ownership interests in "Certificates"). The Trust is also issuing call warrants with respect to the remainder of the Underlying Securities Certificates (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the Warrants"Series 199[__]-[SERIES DESIGNATION] Call Warrant"). (ba) The Class A-1 Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. A-1. The Class A-2 Certificates shall initially be held through the Depository in book-entry form and, as set forth in Section 3(e) below, shall be held subsequent to the Closing Date in physical form or through the Depository in book-entry form and shall be substantially in the form attached hereto as Exhibit A-2. The Class A-1 Certificates shall be issued in denominations of $25. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 100,000 and integral multiples of $1,000 1 in excess thereof; provided, however, that on any Call Date on which a Warrant Holder shall concurrently exchange Called Certificates for a distribution of Underlying Securities in accordance with the provisions of Section 7 hereof, Called Certificates may be issued in other denominations. Except as provided in the Standard TermsTerms and in paragraph (d) in this Section, the Trust shall not issue additional Certificates or additional Call Warrants or incur any indebtedness. (b) The Class A-1 Certificates shall consist initially of 1,200,000 Certificates having an initial aggregate certificate principal balance (the "Certificate Principal Balance") of $30,000,000. The Class A-2 Certificates are interest-only Certificates and shall have an initial aggregate notional amount equal to the initial Certificate Principal Balance of the Class A-1 Certificates. (c) The Retained Interest holders of the Class A-1 Certificates will be uncertificated and entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 5.875% per annum on the outstanding Certificate Principal Balance of the Class A-1 Certificates. The holders of the Class A-2 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 0.625% per annum on the outstanding notional amount of the Class A-2 Certificates, which notional amount shall be equal to the Certificate Principal Balance of the Class A-1 Certificates. On the Distribution Date occurring in November 2003, the Trustee shall cause the Trust to pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from May 1, 2003, to but not including the Closing Date; provided, however, that in the event an Optional Exchange Date shall occur prior to the Distribution Date in November 2003, a pro rata portion of such amount shall be paid to the Depositor on the Optional Exchange Date in accordance with the provisions of Section 7(b)(ix) hereof. If the Depositor is not paid any such amount on such date, it shall have a claim for such amount. If Available Funds are insufficient to pay such amount, the Trustee will pay the Depositor its pro rata share, based on the ratio the amount owed to the Depositor bears to all amounts owed on the Certificates in respect of accrued interest, of any proceeds from the recovery on the Underlying Securities. (d) The Depositor may sell to the Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days' notice to the Trustee (or such shorter period as described in Schedule II attached hereto. The Retained Interest will shall be issued mutually satisfactory to the Depositor and may be transferred by the Depositor to another party at the sole option Trustee) and upon (i) satisfaction of the Depositor without Rating Agency Condition and (ii) delivery of an Opinion of Counsel to the consent effect that the sale of such additional Underlying Securities will not cause the Certificateholders Trust to be taxed as an association or any other partypublicly traded partnership taxable as a corporation for federal income tax purposes. The beneficial ownership interest Each condition to be satisfied with respect to a sale of Underlying Securities on or prior to the Closing Date shall be satisfied with respect to a sale of additional Underlying Securities no later than the date of sale thereof, each representation and warranty set forth in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments will Standard Terms to be made on the Retained Interest Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by wire transfer to the account(s) of holder(s) thereof Trustee shall be held on the related Record Date as specified in written instructions same terms and conditions. Upon such sale to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, Class A-1 Certificates in a Certificate Principal Balance, and Class A-2 Certificates in a notional amount, equal to the principal amount of such additional Underlying Securities, and Call Warrants related thereto. Any such additional Class A-1 Certificates and Class A-2 Certificates authenticated and delivered shall have the same terms and rank pari passu with the corresponding classes of Certificates previously issued in accordance with this Series Supplement. (e) No Class A-2 Certificate may be offered, resold, assigned or otherwise transferred (including by pledge or hypothecation) at any time prior to (x) the date which is two years, or such shorter period of time as permitted by Rule 144(k) under the Securities Act, after the later of the original issue date of such Class A-2 Certificates and the last date on which the Depositor or any "affiliate" (as defined in Rule 144 under the Securities Act) of the Depositor was the owner of such Class A-2 Certificates (or any predecessor thereto) or (y) such later date, if any, as may be required by a change in applicable securities laws (the "Resale Restriction Termination Date") unless such offer, resale, assignment or transfer is (i) to the Trust, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to a qualified institutional buyer (a "QIB"), as such term is defined in Rule 144A promulgated under the Securities Act ("Rule 144A"), in accordance with Rule 144A or (iv) pursuant to another available exemption from registration provided under the Securities Act (including transfers to Accredited Investors), and, in each of cases (i) through (iv), in accordance with any applicable securities laws of any state of the United States and other jurisdictions. Prior to any amendment offer, resale, assignment or modification transfer of this Agreement any Class A-2 Certificates in the manner described in clause (iii) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee an executed copy of an Investment Letter with respect to the Class A-2 Certificates to be transferred substantially in the form of Exhibit C hereto and in the event the resale, assignment or transfer shall involve Class A-2 Certificates then being held in physical form, such A-2 Certificates shall be delivered to the Trustee for cancellation and the Trustee shall instruct the Depository to increase the aggregate notional amount of the Class A-2 Certificates held in book-entry form by an amount equal to the aggregate notional amount of Class A-2 Certificates so resold, assigned or transferred and to issue a beneficial interest in such global Class A-2 Certificates to such transferee. Prior to any offer, resale, assignment or transfer of any Class A-2 Certificates in the manner described in clause (iv) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee documentation certifying that the offer, resale, assignment or transfer complies with the provisions of said clause (iv) and, in the event any such Class A-2 Certificate shall then be held in book-entry form and such resale, assignment or transfer shall be to an Accredited Investor that is not a QIB, the Trustee shall instruct the Depository to decrease the aggregate notional amount of the Class A-2 Certificates held in book-entry form and the Trustee shall authenticate and deliver one or more Class A-2 Certificates in physical form in an aggregate notional amount equal to the amount of Class A-2 Certificates resold, assigned or transferred. In addition to the foregoing, each prospective transferee of any Class A-2 Certificates in the manner contemplated by clause (iii) above shall acknowledge, represent and agree as follows: (1) The transferee (x) is a QIB, (y) is aware that the sale to it is being made in reliance on Rule 144A and (z) is acquiring such Class A-2 Certificates for its own account or for the account of a QIB. (2) The transferee understands that the Class A-2 Certificates are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, and that the Class A-2 Certificates have not been and will not be registered under the Securities Act. (3) The transferee agrees that (A) if in the future it decides to offer, resell, pledge or otherwise transfer the Class A-2 Certificates prior to the Resale Restriction Termination Date, such Class A-2 Certificates shall only be offered, resold, assigned or otherwise transferred (i) to the Trust, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to a QIB, in accordance with Rule 144A or (iv) pursuant to another available exemption from registration provided under the Securities Act (including the Standard Termsany transfer to an Accredited Investor), and, in each of cases (i) which would adversely affect through (iv), in accordance with any material respect the holder applicable securities laws of any state of the Retained Interest without United States and other jurisdictions and (B) the consent transferee will, and each subsequent holder is required to, notify any subsequent purchaser of such Class A-2 Certificates from it of the holder of resale restrictions referred to in clause (A) above. (f) The Class A-2 Certificates will, unless otherwise agreed by the Retained InterestDepositor and the Trustee, bear a legend substantially to the following effect: "THIS CLASS A-2 CERTIFICATE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION UNDER SUCH ACT IS IN EFFECT OR PURSUANT TO AN EXEMPTION THEREFROM UNDER SUCH ACT. THE CLASS A-2 CERTIFICATE REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE SERIES SUPPLEMENT. EACH PURCHASER OF THIS CLASS A-2 CERTIFICATE IS HEREBY NOTIFIED THAT THE SELLER OF THIS CLASS A-2 CERTIFICATE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER."

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates TrustRepackaged American General Floating Rate Trust Certificates, Series 199[__]-[SERIES DESIGNATION]", the 2003-1 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Repackaged American General Floating Rate Trust Certificates, Series 199[__]-[SERIES DESIGNATION]2003-1.", the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Call Warrant". (ba) The Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. A. The Certificates shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof1,000. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Certificates have an initial aggregate certificate principal amount (the "Certificate Principal Amount") of $10,000,000. (c) The Retained Interest holders of the Certificates will be uncertificated and entitled to receive on each Distribution Date the Interest Distribution Amount. (d) The Depositor may sell to the Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days' notice to the Trustee (or such shorter period as shall be as described in Schedule II attached hereto. The Retained Interest will be issued mutually satisfactory to the Depositor and may be transferred by the Depositor to another party at the sole option Trustee) and upon (i) satisfaction of the Depositor without the Rating Agency Condition, (ii) prior consent of the Certificateholders Swap Counterparty and (iii) delivery of an Opinion of Counsel to the effect that the sale of such additional Underlying Securities will not cause the Trust to be taxed as an association or any other partypublicly traded partnership taxable as a corporation for federal income tax purposes. The beneficial ownership interest Each condition to be satisfied with respect to a sale of Underlying Securities on or prior to the Closing Date shall be satisfied with respect to a sale of additional Underlying Securities no later than the date of sale thereof, each representation and warranty set forth in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments will Standard Terms to be made on the Retained Interest Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by wire transfer to the account(s) of holder(s) thereof Trustee shall be held on the related Record Date as specified in written instructions same terms and conditions. Upon such sale to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to any amendment or modification the Depositor, on its order, Certificates in a Certificate Principal Balance equal to the principal amount of such additional Underlying Securities. Any such additional Certificates authenticated and delivered shall have the same terms and rank pari passu with the Certificates previously issued in accordance with this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder of the Retained Interest without the consent of the holder of the Retained InterestSeries Supplement.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Trust, PPLUS Trust Series 199[__]-[SERIES DESIGNATION]", the FMC-1. The Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Certificates, Series 199[__]-[SERIES DESIGNATION]", the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "PPLUS 8.25% Trust Certificates Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Call Warrant"FMC-1. (b) The Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. The Certificates shall be issued in minimum authorized denominations of $1,000 25 and integral multiples of $1,000 in excess thereof. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness; provided, however, from time to time, upon obtaining prior written confirmation by each Rating Agency that such action will not result in a downgrading or withdrawal of its rating of the Certificates, the Depositor may, without the consent of the Certificateholders, increase the amount of the Underlying Securities in the Trust and the Trust may issue a corresponding amount of additional Certificates in accordance with Section 5.12(a) of the Standard Terms except that clauses (v), (vi) and (vii) of Section 5.12(a) shall not apply to this Series and a corresponding number of additional Warrants in accordance with Article I of the Warrant Agreement. (c) The Retained Interest will be uncertificated and shall be as described in Schedule II attached hereto. The Retained Interest will be issued to the Depositor and may be transferred by the Depositor to another party at the sole option of the Depositor without the consent of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments commencing on July 16, 2003 and ending on the Final Scheduled Distribution Date or such earlier date if the Underlying Securities are redeemed prior to the Final Scheduled Distribution Date, the Certificates will be made entitled to receive distributions at a rate of 8.25% per annum on the Retained Interest by wire transfer stated amount of the Certificates. (d) On the Final Scheduled Distribution Date, the Certificates will be entitled to a distribution of the aggregate principal amount of such Underlying Securities. (e) Any reference to the account(s) principal amount of holder(s) thereof on the related Record Date Certificates shall be construed as specified in written instructions a reference to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree to any amendment or modification of this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder stated amount of the Retained Interest without the consent of the holder of the Retained InterestCertificates, unless otherwise indicated.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Corporate Backed Trust Certificates, Verizon New York Debenture-Backed Series 2004-1 Trust, Series 199[__]-[SERIES DESIGNATION]", the ." The Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Corporate Backed Trust Certificates, Verizon New York Debenture-Backed Series 199[__]-[SERIES DESIGNATION]"2004-1." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the Retained Interest evidencing certain undivided ownership interests in "Certificates"). The Trust is also issuing call warrants with respect to the remainder of the Underlying Securities Certificates (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the Warrants"Series 199[__]-[SERIES DESIGNATION] Call Warrant"). (ba) The Class A-1 Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. A-1. The Class A-2 Certificates shall initially be held through the Depository in book-entry form and, as set forth in Section 3(e) below, shall be held subsequent to the Closing Date in physical form or through the Depository in book-entry form and shall be substantially in the form attached hereto as Exhibit A-2. The Class A-1 Certificates shall be issued in denominations of $25. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 100,000 and integral multiples of $1,000 1 in excess thereof; provided, however, that on any Call Date on which a Warrant Holder shall concurrently exchange Called Certificates for a distribution of Underlying Securities in accordance with the provisions of Section 7 hereof, Called Certificates may be issued in other denominations. Except as provided in the Standard TermsTerms and in paragraph (d) in this Section, the Trust shall not issue additional Certificates or additional Call Warrants or incur any indebtedness. (b) The Class A-1 Certificates shall consist initially of 6,005,760 Certificates having an initial aggregate certificate principal balance (the "Certificate Principal Balance") of $150,144,000. The Class A-2 Certificates are interest-only Certificates and shall have an initial aggregate notional amount equal to the initial Certificate Principal Balance of the Class A-1 Certificates. (c) The Retained Interest holders of the Class A-1 Certificates will be uncertificated and entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 6.20% per annum on the outstanding Certificate Principal Balance of the Class A-1 Certificates. The holders of the Class A-2 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 1.175% per annum on the outstanding notional amount of the Class A-2 Certificates, which notional amount shall be equal to the Certificate Principal Balance of the Class A-1 Certificates. On the Distribution Date occurring in April 2004, the Trustee shall cause the Trust to pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from October 1, 2003, to but not including the Closing Date; provided, however, that in the event an Optional Exchange Date shall occur prior to the Distribution Date in April 2004, a pro rata portion of such amount shall be paid to the Depositor on the Optional Exchange Date in accordance with the provisions of Section 7(b)(ix) hereof. If the Depositor is not paid any such amount on such date, it shall have a claim for such amount. If Available Funds are insufficient to pay such amount, the Trustee will pay the Depositor its pro rata share, based on the ratio the amount owed to the Depositor bears to all amounts owed on the Certificates in respect of accrued interest, of any proceeds from the recovery on the Underlying Securities. (d) The Depositor may sell to the Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days' notice to the Trustee (or such shorter period as described in Schedule II attached hereto. The Retained Interest will shall be issued mutually satisfactory to the Depositor and may be transferred by the Depositor to another party at the sole option Trustee) and upon (i) satisfaction of the Depositor without Rating Agency Condition and (ii) delivery of an Opinion of Counsel to the consent effect that the sale of such additional Underlying Securities will not cause the Certificateholders Trust to be taxed as an association or any other partypublicly traded partnership taxable as a corporation for federal income tax purposes. The beneficial ownership interest Each condition to be satisfied with respect to a sale of Underlying Securities on or prior to the Closing Date shall be satisfied with respect to a sale of additional Underlying Securities no later than the date of sale thereof, each representation and warranty set forth in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments will Standard Terms to be made on the Retained Interest Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by wire transfer to the account(s) of holder(s) thereof Trustee shall be held on the related Record Date as specified in written instructions same terms and conditions. Upon such sale to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, Class A-1 Certificates in a Certificate Principal Balance, and Class A-2 Certificates in a notional amount, equal to the principal amount of such additional Underlying Securities, and Call Warrants related thereto. Any such additional Class A-1 Certificates and Class A-2 Certificates authenticated and delivered shall have the same terms and rank pari passu with the corresponding classes of Certificates previously issued in accordance with this Series Supplement. (e) No Class A-2 Certificate may be offered, resold, assigned or otherwise transferred (including by pledge or hypothecation) at any time prior to (x) the date which is two years, or such shorter period of time as permitted by Rule 144(k) under the Securities Act, after the later of the original issue date of such Class A-2 Certificates and the last date on which the Depositor or any "affiliate" (as defined in Rule 144 under the Securities Act) of the Depositor was the owner of such Class A-2 Certificates (or any predecessor thereto) or (y) such later date, if any, as may be required by a change in applicable securities laws (the "Resale Restriction Termination Date") unless such offer, resale, assignment or transfer is (i) to the Trust, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to a qualified institutional buyer (a "QIB"), as such term is defined in Rule 144A promulgated under the Securities Act ("Rule 144A"), in accordance with Rule 144A or (iv) pursuant to another available exemption from registration provided under the Securities Act (including transfers to Accredited Investors), and, in each of cases (i) through (iv), in accordance with any applicable securities laws of any state of the United States and other jurisdictions. Prior to any amendment offer, resale, assignment or modification transfer of this Agreement any Class A-2 Certificates in the manner described in clause (iii) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee an executed copy of an Investment Letter with respect to the Class A-2 Certificates to be transferred substantially in the form of Exhibit C hereto and in the event the resale, assignment or transfer shall involve Class A-2 Certificates then being held in physical form, such A-2 Certificates shall be delivered to the Trustee for cancellation and the Trustee shall instruct the Depository to increase the aggregate notional amount of the Class A-2 Certificates held in book-entry form by an amount equal to the aggregate notional amount of Class A-2 Certificates so resold, assigned or transferred and to issue a beneficial interest in such global Class A-2 Certificates to such transferee. Prior to any offer, resale, assignment or transfer of any Class A-2 Certificates in the manner described in clause (iv) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee documentation certifying that the offer, resale, assignment or transfer complies with the provisions of said clause (iv) and, in the event any such Class A-2 Certificate shall then be held in book-entry form and such resale, assignment or transfer shall be to an Accredited Investor that is not a QIB, the Trustee shall instruct the Depository to decrease the aggregate notional amount of the Class A-2 Certificates held in book-entry form and the Trustee shall authenticate and deliver one or more Class A-2 Certificates in physical form in an aggregate notional amount equal to the amount of Class A-2 Certificates resold, assigned or transferred. In addition to the foregoing, each prospective transferee of any Class A-2 Certificates in the manner contemplated by clause (iii) above shall acknowledge, represent and agree as follows: (1) The transferee (x) is a QIB, (y) is aware that the sale to it is being made in reliance on Rule 144A and (z) is acquiring such Class A-2 Certificates for its own account or for the account of a QIB. (2) The transferee understands that the Class A-2 Certificates are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, and that the Class A-2 Certificates have not been and will not be registered under the Securities Act. (3) The transferee agrees that (A) if in the future it decides to offer, resell, pledge or otherwise transfer the Class A-2 Certificates prior to the Resale Restriction Termination Date, such Class A-2 Certificates shall only be offered, resold, assigned or otherwise transferred (i) to the Trust, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to a QIB, in accordance with Rule 144A or (iv) pursuant to another available exemption from registration provided under the Securities Act (including the Standard Termsany transfer to an Accredited Investor), and, in each of cases (i) which would adversely affect through (iv), in accordance with any material respect the holder applicable securities laws of any state of the Retained Interest without United States and other jurisdictions and (B) the consent transferee will, and each subsequent holder is required to, notify any subsequent purchaser of such Class A-2 Certificates from it of the holder of resale restrictions referred to in clause (A) above. (f) The Class A-2 Certificates will, unless otherwise agreed by the Retained InterestDepositor and the Trustee, bear a legend substantially to the following effect: "THIS CLASS A-2 CERTIFICATE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION UNDER SUCH ACT IS IN EFFECT OR PURSUANT TO AN EXEMPTION THEREFROM UNDER SUCH ACT. THE CLASS A-2 CERTIFICATE REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE SERIES SUPPLEMENT. EACH PURCHASER OF THIS CLASS A-2 CERTIFICATE IS HEREBY NOTIFIED THAT THE SELLER OF THIS CLASS A-2 CERTIFICATE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER."

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Corporate Backed Trust Certificates, BellSouth Debenture-Backed Series 2002-8 Trust, Series 199[__]-[SERIES DESIGNATION]", the ." The Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Corporate Backed Trust Certificates, BellSouth Debenture-Backed Series 199[__]-[SERIES DESIGNATION]", the Retained Interest evidencing certain undivided ownership interests in the remainder 2002-8." The Certificates shall consist of the Underlying Securities a single class of Certificates (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the Warrants"Series 199[__]-[SERIES DESIGNATION] Call Warrant"). (ba) The Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. A. The Certificates shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof25. Except as provided in the Standard TermsTerms and in paragraph (d) in this Section, the Trust shall not issue additional Certificates or additional Call Warrants or incur any indebtedness. (b) The Certificates consist of 2,684,400 Certificates having an initial aggregate certificate principal amount (the "Certificate Principal Balance") of $67,110,000. (c) The Retained Interest holders of the Certificates will be uncertificated entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.00% per annum on the outstanding Certificate Principal Balance of the Certificates. On the Distribution Date in June 2002, the Trustee will pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from December 1, 2001, to but not including the Closing Date; provided, however, that in the event an Optional Exchange shall occur prior to the Distribution Date in June 2002, a pro rata portion of such amount shall be paid to the Depositor on the Optional Exchange Date, in accordance with the provisions of Section 7(b)(vii) hereof. If Available Funds are insufficient to pay such amount, the Trustee will pay the Depositor its pro rata share, based on the ratio the amount owed to the Depositor bears to all amounts owed on the Certificates in respect of accrued interest, of any proceeds from the recovery on the Underlying Securities. (d) The Depositor may sell to the Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days' notice to the Trustee (or such shorter period as described in Schedule II attached hereto. The Retained Interest will shall be issued mutually satisfactory to the Depositor and may be transferred by the Depositor to another party at the sole option Trustee) and upon (i) satisfaction of the Depositor without Rating Agency Condition and (ii) delivery of an Opinion of Counsel to the consent effect that the sale of such additional Underlying Securities will not cause the Certificateholders Trust to be taxed as an association or any other partypublicly traded partnership taxable as a corporation for federal income tax purposes. The beneficial ownership interest Each condition to be satisfied with respect to a sale of Underlying Securities on or prior to the Closing Date shall be satisfied with respect to a sale of additional Underlying Securities no later than the date of sale thereof, each representation and warranty set forth in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments will Standard Terms to be made on the Retained Interest Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by wire transfer to the account(s) of holder(s) thereof Trustee shall be held on the related Record Date as specified in written instructions same terms and conditions. Upon such sale to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, Certificates, with an aggregate Certificate Principal Balance equal to the aggregate amount of such additional Underlying Securities, and the Call Warrants related thereto as described herein. Any such additional Certificates authenticated and delivered shall have the same terms and rank pari passu with any amendment or modification of Certificates previously issued in accordance with this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder of the Retained Interest without the consent of the holder of the Retained InterestSeries Supplement.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Corporate Backed Trust Certificates, CNA Financial Debenture-Backed Series 2003-10 Trust, Series 199[__]-[SERIES DESIGNATION]", the ." The Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Corporate Backed Trust Certificates, CNA Financial Debenture-Backed Series 199[__]-[SERIES DESIGNATION]"2003-10." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the Retained Interest evidencing certain undivided ownership interests in "Certificates"). The Trust is also issuing call warrants with respect to the remainder of the Underlying Securities Certificates (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the Warrants"Series 199[__]-[SERIES DESIGNATION] Call Warrant"). (ba) The Class A-1 Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. A-1. The Class A-2 Certificates shall initially be held through the Depository in book-entry form and, as set forth in Section 3(e) below, shall be held in physical form or through the Depository in book-entry form and shall be substantially in the form attached hereto as Exhibit A-2. The Class A-1 Certificates shall be issued in denominations of $25. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 100,000 and integral multiples of $1,000 1 in excess thereof; provided, however, that on any Call Date on which a Warrant Holder shall concurrently exchange Called Certificates for a distribution of Underlying Securities in accordance with the provisions of Section 7 hereof, Called Certificates may be issued in other denominations. Except as provided in the Standard TermsTerms and in paragraph (d) in this Section, the Trust shall not issue additional Certificates or additional Call Warrants or incur any indebtedness. (b) The Class A-1 Certificates consist of 1,160,000 Certificates having an initial aggregate certificate principal balance (the "Certificate Principal Balance") of $29,000,000. The Class A-2 Certificates are interest-only Certificates and shall have an initial aggregate notional amount equal to the initial Certificate Principal Balance of the Class A-1 Certificates. (c) The Retained Interest holders of the Class A-1 Certificates will be uncertificated and entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.00% per annum on the outstanding Certificate Principal Balance of the Class A-1 Certificates. The holders of the Class A-2 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 0.25% per annum on the outstanding notional amount of the Class A-2 Certificates, which notional amount shall be equal to the Certificate Principal Balance of the Class A-1 Certificates. On the Distribution Date occurring in November 2003, the Trustee shall cause the Trust to pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from May 15, 2003, to but not including the Closing Date; provided, however, that in the event an Optional Exchange Date shall occur prior to the Distribution Date in November 2003, a pro rata portion of such amount shall be paid to the Depositor on the Optional Exchange Date in accordance with the provisions of Section 7(b)(ix) hereof. If the Depositor is not paid any such amount on such date, it shall have a claim for such amount. If Available Funds are insufficient to pay such amount, the Trustee will pay the Depositor its pro rata share, based on the ratio the amount owed to the Depositor bears to all amounts owed on the Certificates in respect of accrued interest, of any proceeds from the recovery on the Underlying Securities. (d) The Depositor may sell to the Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days' notice to the Trustee (or such shorter period as described in Schedule II attached hereto. The Retained Interest will shall be issued mutually satisfactory to the Depositor and may be transferred by the Depositor to another party at the sole option Trustee) and upon (i) satisfaction of the Depositor without Rating Agency Condition and (ii) delivery of an Opinion of Counsel to the consent effect that the sale of such additional Underlying Securities will not cause the Certificateholders Trust to be taxed as an association or any other partypublicly traded partnership taxable as a corporation for federal income tax purposes. The beneficial ownership interest Each condition to be satisfied with respect to a sale of Underlying Securities on or prior to the Closing Date shall be satisfied with respect to a sale of additional Underlying Securities no later than the date of sale thereof, each representation and warranty set forth in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments will Standard Terms to be made on the Retained Interest Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by wire transfer to the account(s) of holder(s) thereof Trustee shall be held on the related Record Date as specified in written instructions same terms and conditions. Upon such sale to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, Class A-1 Certificates in a Certificate Principal Balance, and Class A-2 Certificates in a notional amount, equal to the principal amount of such additional Underlying Securities, and Call Warrants related thereto. Any such additional Class A-1 Certificates and Class A-2 Certificates authenticated and delivered shall have the same terms and rank pari passu with the corresponding classes of Certificates previously issued in accordance with this Series Supplement. (e) No Class A-2 Certificate may be offered, resold, assigned or otherwise transferred (including by pledge or hypothecation) at any time prior to (x) the date which is two years, or such shorter period of time as permitted by Rule 144(k) under the Securities Act, after the later of the original issue date of such Class A-2 Certificates and the last date on which the Depositor or any "affiliate" (as defined in Rule 144 under the Securities Act) of the Depositor was the owner of such Class A-2 Certificates (or any predecessor thereto) or (y) such later date, if any, as may be required by a change in applicable securities laws (the "Resale Restriction Termination Date") unless such offer, resale, assignment or transfer is (i) to the Trust, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to a qualified institutional buyer (a "QIB"), as such term is defined in Rule 144A promulgated under the Securities Act ("Rule 144A"), in accordance with Rule 144A or (iv) pursuant to another available exemption from registration provided under the Securities Act (including transfers to Accredited Investors), and, in each of cases (i) through (iv), in accordance with any applicable securities laws of any state of the United States and other jurisdictions. Prior to any amendment offer, resale, assignment or modification transfer of this Agreement any Class A-2 Certificates in the manner described in clause (iii) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee an executed copy of an Investment Letter with respect to the Class A-2 Certificates to be transferred substantially in the form of Exhibit C hereto and in the event the resale, assignment or transfer shall involve Class A-2 Certificates then being held in physical form, such A-2 Certificates shall be delivered to the Trustee for cancellation and the Trustee shall instruct the Depository to increase the aggregate notional amount of the Class A-2 Certificates held in book-entry form by an amount equal to the aggregate notional amount of Class A-2 Certificates so resold, assigned or transferred and to issue a beneficial interest in such global Class A-2 Certificates to such transferee. Prior to any offer, resale, assignment or transfer of any Class A-2 Certificates in the manner described in clause (iv) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee documentation certifying that the offer, resale, assignment or transfer complies with the provisions of said clause (iv) and, in the event any such Class A-2 Certificate shall then be held in book-entry form and such resale, assignment or transfer shall be to an Accredited Investor that is not a QIB, the Trustee shall instruct the Depository to decrease the aggregate notional amount of the Class A-2 Certificates held in book-entry form and the Trustee shall authenticate and deliver one or more Class A-2 Certificates in physical form in an aggregate notional amount equal to the amount of Class A-2 Certificates resold, assigned or transferred. In addition to the foregoing, each prospective transferee of any Class A-2 Certificates in the manner contemplated by clause (iii) above shall acknowledge, represent and agree as follows: (1) The transferee (x) is a QIB, (y) is aware that the sale to it is being made in reliance on Rule 144A and (z) is acquiring such Class A-2 Certificates for its own account or for the account of a QIB. (2) The transferee understands that the Class A-2 Certificates are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, and that the Class A-2 Certificates have not been and will not be registered under the Securities Act. (3) The transferee agrees that (A) if in the future it decides to offer, resell, pledge or otherwise transfer the Class A-2 Certificates prior to the Resale Restriction Termination Date, such Class A-2 Certificates shall only be offered, resold, assigned or otherwise transferred (i) to the Trust, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to a QIB, in accordance with Rule 144A or (iv) pursuant to another available exemption from registration provided under the Securities Act (including the Standard Termsany transfer to an Accredited Investor), and, in each of cases (i) which would adversely affect through (iv), in accordance with any material respect the holder applicable securities laws of any state of the Retained Interest without United States and other jurisdictions and (B) the consent transferee will, and each subsequent holder is required to, notify any subsequent purchaser of such Class A-2 Certificates from it of the holder of resale restrictions referred to in clause (A) above. (f) The Class A-2 Certificates will, unless otherwise agreed by the Retained InterestDepositor and the Trustee, bear a legend substantially to the following effect: "THIS CLASS A-2 CERTIFICATE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION UNDER SUCH ACT IS IN EFFECT OR PURSUANT TO AN EXEMPTION THEREFROM UNDER SUCH ACT. THE CLASS A-2 CERTIFICATE REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE SERIES SUPPLEMENT. EACH PURCHASER OF THIS CLASS A-2 CERTIFICATE IS HEREBY NOTIFIED THAT THE SELLER OF THIS CLASS A-2 CERTIFICATE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER."

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates TrustRepackaged GE Global Insurance Floating Rate Trust Certificates, Series 199[__]-[SERIES DESIGNATION]", the 2002-1 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Repackaged GE Global Insurance Floating Rate Trust Certificates, Series 199[__]-[SERIES DESIGNATION]2002-1.", the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Call Warrant". (ba) The Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. A. The Certificates shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof1,000. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Certificates have an initial aggregate certificate principal amount (the "Certificate Principal Amount") of $12,000,000. (c) The Retained Interest holders of the Certificates will be uncertificated entitled to receive on each Distribution Date the Interest Distribution Amount. On the Distribution Date occurring in February 2003, the Trustee shall cause the Trust to pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from August 15, 2002, to but not including the Closing Date. If the Depositor is not paid any such amount on such date, it shall have a claim for such amount. If Available Funds are insufficient to pay such amount, the Trustee will pay the Depositor its pro rata share, based on the ratio the amount owed the Depositor bears to all amounts owed with respect to the Certificates in respect of principal and accrued interest, of any proceeds from the recovery on the Underlying Securities. (d) The Depositor may sell to the Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days' notice to the Trustee (or such shorter period as shall be as described in Schedule II attached hereto. The Retained Interest will be issued mutually satisfactory to the Depositor and may be transferred by the Depositor to another party at the sole option Trustee) and upon (i) satisfaction of the Depositor without the Rating Agency Condition, (ii) prior consent of the Certificateholders Swap Counterparty and (iii) delivery of an Opinion of Counsel to the effect that the sale of such additional Underlying Securities will not cause the Trust to be taxed as an association or any other partypublicly traded partnership taxable as a corporation for federal income tax purposes. The beneficial ownership interest Each condition to be satisfied with respect to a sale of Underlying Securities on or prior to the Closing Date shall be satisfied with respect to a sale of additional Underlying Securities no later than the date of sale thereof, each representation and warranty set forth in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments will Standard Terms to be made on the Retained Interest Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by wire transfer to the account(s) of holder(s) thereof Trustee shall be held on the related Record Date as specified in written instructions same terms and conditions. Upon such sale to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to any amendment or modification the Depositor, on its order, Certificates in a Certificate Principal Balance equal to the principal amount of such additional Underlying Securities. Any such additional Certificates authenticated and delivered shall have the same terms and rank pari passu with the Certificates previously issued in accordance with this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder of the Retained Interest without the consent of the holder of the Retained InterestSeries Supplement.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Corporate Backed Trust Certificates, Verizon New York Debenture-Backed Series 2004-5 Trust, Series 199[__]-[SERIES DESIGNATION]", the Certificates ." The certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Corporate Backed Trust Certificates, Verizon New York Debenture-Backed Series 199[__]-[SERIES DESIGNATION]", the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities 2004-5" (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the Certificates"Series 199[__]-[SERIES DESIGNATION] Call Warrant"). (ba) The Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. A. The Certificates shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof25. Except as provided in the Standard TermsTerms and in paragraph (d) of this Section, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Certificates have an initial aggregate Certificate Principal Balance of $25,000,000. (c) The Retained Interest holders of the Certificates will be uncertificated and entitled to receive on each Distribution Date an amount equal to the related Interest Distribution Amount. (d) The Depositor may sell to the Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days' notice to the Trustee (or such shorter period as shall be as described in Schedule II attached hereto. The Retained Interest will be issued mutually satisfactory to the Depositor and may be transferred by the Depositor to another party at the sole option Trustee) and upon (i) satisfaction of the Depositor without the Rating Agency Condition, (ii) prior consent of the Certificateholders Swap Counterparty and (iii) delivery of an Opinion of Counsel to the effect that the sale of such additional Underlying Securities will not cause the Trust to be taxed as an association or any other partypublicly traded partnership taxable as a corporation for federal income tax purposes. The beneficial ownership interest Each condition to be satisfied with respect to a sale of Underlying Securities on or prior to the Closing Date shall be satisfied with respect to a sale of additional Underlying Securities no later than the date of sale thereof, each representation and warranty set forth in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments will Standard Terms to be made on the Retained Interest Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by wire transfer to the account(s) of holder(s) thereof Trustee shall be held on the related Record Date as specified in written instructions same terms and conditions. Upon such sale to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, Certificates in a Certificate Principal Balance equal to the principal amount of such additional Underlying Securities. Any such additional Certificates authenticated and delivered shall have the same terms and rank pari passu with the Certificates previously issued in accordance with this Series Supplement. (e) On the Distribution Date occurring in April 2004, the Trustee shall cause the Trust to pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from October 1, 2003, to but not agree to any amendment or modification of this Agreement (including the Standard TermsClosing Date; provided, however, that in the event an Optional Exchange Date shall occur prior to the Distribution Date in April 2004, a pro rata portion of such amount shall be paid to the Depositor on the Optional Exchange Date in accordance with the provisions of Section 7(b)(ix) which would adversely affect hereof. If the Depositor is not paid any such amount on such date, it shall have a claim for such amount. If Available Funds are insufficient to pay such amount, the Trustee will pay the Depositor its pro rata share, based on the ratio the amount owed to the Depositor bears to all amounts owed on the Certificates in respect of accrued interest, of any material respect proceeds from the holder of recovery on the Retained Interest without the consent of the holder of the Retained InterestUnderlying Securities.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Trust, PPLUS Trust Series 199[__]-[SERIES DESIGNATION]GSC-2", the . The Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Certificates, Series 199[__]-[SERIES DESIGNATION]", the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "1,400,000 PPLUS Floating Rate Callable Trust Certificates Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Call WarrantGSC-2". (b) The Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. The Certificates shall be issued in minimum authorized denominations of $1,000 25 and integral multiples of $1,000 in excess thereof. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness; provided, however, from time to time, upon obtaining prior written confirmation by each Rating Agency that such action will not result in a downgrading or withdrawal of its rating of the Certificates, the Depositor may, without the consent of the Certificateholders, increase the amount of the Underlying Securities in the Trust and the Trust may issue a corresponding amount of additional Certificates in accordance with Section 5.12(a) of the Standard Terms except that clauses (v), (vi) and (vii) of Section 5.12(a) shall not apply to this Series and a corresponding number of additional Warrants in accordance with Article I of the Warrant Agreement. (c) The Retained Interest Certificates will be uncertificated and shall be as described in Schedule II attached hereto. The Retained Interest will be issued entitled to the Depositor and may be transferred by the Depositor to another party at the sole option of the Depositor without the consent of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded receive (i) on the records of the Trustee. On each Distribution Date, payments will be made commencing on August 15, 2004 and ending on the Retained Interest by wire transfer Final Scheduled Distribution Date, or such earlier date if the Underlying Securities are redeemed prior to the account(s) of holder(s) thereof Final Scheduled Distribution Date, distributions at the then-applicable Floating Rate on the related Record Date as specified in written instructions stated amount of the Certificates, plus Deferred Interest, if any, and (ii) on the Final Scheduled Distribution Date, a distribution of the aggregate principal amount of the Underlying Securities. (d) Any reference to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree to any amendment or modification of this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder principal amount of the Retained Interest without Certificates shall be construed as a reference to the consent stated amount of the holder of the Retained InterestCertificates, unless otherwise indicated.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Callable Zero Coupon Trust, Series 199[__]-[SERIES DESIGNATION]2002-TVA-1", the . The Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Callable Zero Coupon Trust Certificates, Series 199[__]-[SERIES DESIGNATION]2002-TVA-1", . The Trust is also issuing call warrants with respect to the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities Certificates (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the Warrants"Series 199[__]-[SERIES DESIGNATION] Call Warrant"). (ba) The Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. A. The Certificates shall be issued in minimum notional denominations of $1,000 and integral multiples of $1,000 in excess thereof. Except as provided in the Standard TermsTerms and in paragraph (c) in this Section, the Trust shall not issue additional Certificates or additional Call Warrants or incur any indebtedness. (b) The Certificates have an initial aggregate certificate principal amount (the "Certificate Principal Amount") of $500,000,000. The holders of the Certificates will be entitled to receive to the extent received on the Underlying Securities, a distribution of principal on the Scheduled Distribution Date, subject to the rights of the holders of the Call Warrants. (c) The Retained Interest Depositor may sell to the Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days' notice to the Trustee and upon (i) satisfaction of the Rating Agency Condition and (ii) delivery of an Opinion of Counsel to the effect that the sale of such additional Underlying Securities will not cause the Trust to be uncertificated and taxed as an association or publicly traded partnership taxable as a corporation for federal income tax purposes. Each condition to be satisfied with respect to a sale of Underlying Securities on or prior to the Closing Date shall be as described in Schedule II attached hereto. The Retained Interest will be issued satisfied with respect to a sale of additional Underlying Securities no later than the Depositor date of sale thereof, each representation and may be transferred by the Depositor to another party at the sole option of the Depositor without the consent of the Certificateholders or any other party. The beneficial ownership interest warranty set forth in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments will Standard Terms to be made on the Retained Interest Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by wire transfer to the account(s) of holder(s) thereof Trustee shall be held on the related Record Date as specified in written instructions same terms and conditions. Upon such sale to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to any amendment or modification of this Agreement the Depositor, on its order, Certificates in a Certificate Principal Amount, and the Call Warrants related thereto. (including d) As a condition precedent for transferring the Standard Terms) which would adversely affect in any material respect Call Warrants, the holder prospective transferee shall be required to deliver to the Trustee and the Depositor an executed copy of the Retained Interest without the consent of the holder of the Retained InterestInvestment Letter (set forth in Exhibit C hereto).

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Corporate Backed Trust Certificates, Boeing Securities-Backed Series 2003-16 Trust, Series 199[__]-[SERIES DESIGNATION]", the ." The Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Corporate Backed Trust Certificates, Boeing Securities-Backed Series 199[__]-[SERIES DESIGNATION]"2003-16." The Certificates shall consist of the Class A-1 Certificates, the Retained Interest evidencing certain undivided ownership interests in Class A-2 Certificates and the remainder of the Underlying Securities Class A-3 Certificates (as described on Schedule II hereto) shall be known as together, the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the Warrants"Series 199[__]-[SERIES DESIGNATION] Call Warrant"). (ba) The Class A-1 Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibits A-1. The Class A-2 Certificates and Class A-3 Certificates shall initially be held through the Depository in book-entry form and, as set forth in Section 3(e) below, shall be held subsequent to the Closing Date in physical form or through the Depository in book-entry form and shall be substantially in the forms attached hereto as Exhibit B. A-2 and Exhibit A-3. The Class A-1 Certificates shall be issued in denominations of $25. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 77,250 and integral multiples of $1,000 1 in excess thereof, and the Class A-3 Certificates shall be issued in minimum principal denominations of $88,250 and integral multiples of $1 in excess thereof; provided, however, that on any Call Date on which a Warrant Holder shall concurrently exchange Called Certificates for a distribution of Underlying Securities in accordance with the provisions of Section 7 hereof, Called Certificates may be issued in other denominations. Except as provided in the Standard TermsTerms and in paragraph (d) in this Section, the Trust shall not issue additional Certificates or additional Call Warrants or incur any indebtedness. (b) The Class A-1 Certificates shall consist initially of 1,000,000 Certificates having an initial aggregate certificate principal balance (the "Certificate Principal Balance") of $25,000,000. The Class A-2 Certificates are interest-only Certificates and shall have an initial aggregate notional amount equal to the principal amount of 6.625% Underlying Securities held by the Trust. The Class A-3 Certificates are principal-only Certificates and shall have an initial Certificate Principal Balance of $353,000. (c) The Retained Interest holders of the Class A-1 Certificates will be uncertificated entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 6.25% per annum on the outstanding Certificate Principal Balance of the Class A-1 Certificates. The holders of the Class A-2 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the 6.625% Underlying Securities, to the extent necessary to pay interest at a rate of 0.375% per annum on the outstanding notional amount of the Class A-2 Certificates, which notional amount shall at all times be equal to the outstanding principal amount of 6.625% Underlying Securities held by the Trust. The Class A-3 Certificates shall not bear interest. On the Distribution Date occurring in February 2004, the Trustee shall cause the Trust to pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from August 15, 2003, to but not including the Closing Date; provided, however, that in the event an Optional Exchange Date shall occur prior to the Distribution Date in February 2004, a pro rata portion of such amount shall be paid to the Depositor on the Optional Exchange Date in accordance with the provisions of Section 7(b)(ix) hereof. If the Depositor is not paid any such amount on such date, it will have a claim for such amount. If Available Funds are insufficient to pay such amount, the Trustee will pay the Depositor its pro rata share, based on the ratio the amount owed to the Depositor bears to all amounts owed on the Certificates in respect of accrued interest, of any proceeds from the recovery on the Underlying Securities. (d) The Depositor may sell to the Trustee additional Underlying Securities on any date hereafter upon at least three Business Days' notice to the Trustee (or such shorter period as described in Schedule II attached hereto. The Retained Interest will shall be issued mutually satisfactory to the Depositor and may be transferred by the Depositor to another party at the sole option Trustee) and upon (i) satisfaction of the Depositor without Rating Agency Condition and (ii) delivery of an Opinion of Counsel to the consent effect that the sale of such additional Underlying Securities will not cause the Trust to be taxed as an association or publicly traded partnership taxable as a corporation for federal income tax purposes. Such additional Underlying Securities shall consist of both 6.125% Underlying Securities and 6.625% Underlying Securities in the same proportion as exists in the Trust as of the Certificateholders date hereof. Each condition to be satisfied with respect to a sale of Underlying Securities on or any other party. The beneficial ownership interest prior to the Closing Date shall be satisfied with respect to a sale of additional Underlying Securities no later than the date of sale thereof, each representation and warranty set forth in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments will Standard Terms to be made on the Retained Interest Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by wire transfer to the account(s) of holder(s) thereof Trustee shall be held on the related Record Date as specified in written instructions same terms and conditions. Upon such sale to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, Class A-1 Certificates, Class A-2 Certificates and Class A-3 Certificates in the same proportions to the additional Underlying Securities and to each other as exists with respect to the Certificates and Underlying Securities on the Closing Date. The Trust shall also issue additional Call Warrants with respect to such additional Certificates. Any such additional Class A-1 Certificates, Class A-2 Certificates and Class A-3 Certificates authenticated and delivered shall have the same terms and rank pari passu with the corresponding classes of Certificates previously issued in accordance with this Series Supplement. (e) No Class A-2 Certificate or Class A-3 Certificate may be offered, resold, assigned or otherwise transferred (including by pledge or hypothecation) at any time prior to (x) the date which is two years, or such shorter period of time as permitted by Rule 144(k) under the Securities Act, after the later of the original issue date of such Class A-2 Certificates or Class A-3 Certificates and the last date on which the Depositor or any "affiliate" (as defined in Rule 144 under the Securities Act) of the Depositor was the owner of such Class A-2 Certificates or Class A-3 Certificates (or any predecessor thereto) or (y) such later date, if any, as may be required by a change in applicable securities laws (the "Resale Restriction Termination Date") unless such offer, resale, assignment or transfer is (i) to the Trust, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to a qualified institutional buyer (a "QIB"), as such term is defined in Rule 144A promulgated under the Securities Act ("Rule 144A"), in accordance with Rule 144A or (iv) pursuant to another available exemption from registration provided under the Securities Act (including transfers to Accredited Investors), and, in each of cases (i) through (iv), in accordance with any applicable securities laws of any state of the United States and other jurisdictions. Prior to any amendment offer, resale, assignment or modification transfer of this Agreement any Class A-2 Certificates or Class A-3 Certificates in the manner described in clause (iii) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee an executed copy of an Investment Letter with respect to the Class A-2 Certificates or Class A-3 Certificates to be transferred substantially in the form of Exhibit C or Exhibit D hereto and in the event the resale, assignment or transfer shall involve the Class A-2 Certificates or Class A-3 Certificates then being held in physical form, such Class A-2 Certificates or Class A-3 Certificates shall be delivered to the Trustee for cancellation and the Trustee shall (i) instruct the Depository to increase the aggregate notional amount of the Class A-2 Certificates held in book-entry form by an amount equal to the aggregate notional amount of the Class A-2 Certificates so resold, assigned or transferred and to issue a beneficial interest in such global Class A-2 Certificates to such transferee or (ii) shall instruct the Depository to increase the aggregate principal balance of the Class A-3 Certificates so resold, assigned or transferred and to issue a beneficial interest in such global Class A-3 Certificates to such transferee. Prior to any offer, resale, assignment or transfer of any Class A-2 Certificates or any Class A-3 Certificates in the manner described in clause (iv) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee documentation certifying that the offer, resale, assignment or transfer complies with the provisions of said clause (iv) and, in the event any such Class A-2 Certificate or Class A-3 Certificate shall then be held in book-entry form and such resale, assignment or transfer shall be to an Accredited Investor that is not a QIB, the Trustee shall instruct the Depository to decrease the aggregate notional amount of the Class A-2 Certificates held in book-entry form or decrease the aggregate principal balance of the Class A-3 Certificates held in book-entry form and the Trustee shall authenticate and deliver one or more Class A-2 Certificates or Class A-3 Certificates in physical form in an aggregate notional amount equal to the amount of such Class A-2 Certificates or Class A-3 Certificates resold, assigned or transferred. In addition to the foregoing, each prospective transferee of any such Class A-2 Certificates or Class A-3 Certificates in the manner contemplated by clause (iii) above shall acknowledge, represent and agree as follows: (1) The transferee (x) is a QIB, (y) is aware that the sale to it is being made in reliance on Rule 144A and (z) is acquiring such Class A-2 Certificates for its own account or for the account of a QIB. (2) The transferee understands that the Class A-2 Certificates and Class A-3 Certificates are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, and that the Class A-2 Certificates and Class A-3 Certificates have not been and will not be registered under the Securities Act. (3) The transferee agrees that (A) if in the future it decides to offer, resell, pledge or otherwise transfer the Class A-2 Certificates or Class A-3 Certificates prior to the Resale Restriction Termination Date, such Certificates shall only be offered, resold, assigned or otherwise transferred (i) to the Trust, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to a QIB, in accordance with Rule 144A or (iv) pursuant to another available exemption from registration provided under the Securities Act (including the Standard Termsany transfer to an Accredited Investor), and, in each of cases (i) which would adversely affect through (iv), in accordance with any material respect the holder applicable securities laws of any state of the Retained Interest without United States and other jurisdictions and (B) the consent transferee will, and each subsequent holder is required to, notify any subsequent purchaser of such Class A-2 Certificates or Class A-3 Certificates from it of the holder of resale restrictions referred to in clause (A) above. (f) The Class A-2 Certificates and the Retained InterestClass A-3 Certificates will, unless otherwise agreed by the Depositor and the Trustee, bear a legend substantially to the following effect: "THIS CERTIFICATE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION UNDER SUCH ACT IS IN EFFECT OR PURSUANT TO AN EXEMPTION THEREFROM UNDER SUCH ACT. THE CERTIFICATE REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE SERIES SUPPLEMENT. EACH PURCHASER OF THIS CERTIFICATE IS HEREBY NOTIFIED THAT THE SELLER OF THIS CLASS A-2 CERTIFICATE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER."

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Corporate Backed Trust Certificates, Motorola Debenture-Backed Series 2002-14 Trust, Series 199[__]-[SERIES DESIGNATION]", the ." The Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Corporate Backed Trust Certificates, Motorola Debenture-Backed Series 199[__]-[SERIES DESIGNATION]"2002-14." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the Retained Interest evidencing certain undivided ownership interests in "Certificates"). The Trust is also issuing call warrants with respect to the remainder of the Underlying Securities Certificates (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the Warrants"Series 199[__]-[SERIES DESIGNATION] Call Warrant"). (ba) The Certificates shall initially be held through the Depository in book- book-entry form and shall be substantially in the form forms attached hereto as Exhibit B. Exhibits A-1 and A-2. The Class A-1 Certificates shall be issued in denominations of $25. The Class A-2 Certificates shall be issued in minimum denominations of $1,000 100,000 and integral multiples of $1,000 1 in excess thereof; provided, however, that on any Call Date on which a Warrant Holder shall concurrently exchange Called Certificates for a distribution of Underlying Securities in accordance with the provisions of Section 7 hereof, Called Certificates may be issued in other denominations. Except as provided in the Standard TermsTerms and in paragraph (d) in this Section, the Trust shall not issue additional Certificates or additional Call Warrants or incur any indebtedness. (b) The Class A-1 Certificates have an initial aggregate certificate principal balance (the "Certificate Principal Balance") of $25,514,925 and the Class A-2 Certificates have an initial aggregate Certificate Principal Balance of $7,360,075. (c) The Retained Interest holders of the Class A-1 Certificates will be uncertificated entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 8.375% per annum on the outstanding Certificate Principal Balance of the Class A-1 Certificates. The Class A-2 Certificates will not bear interest. On the Distribution Date occurring in November 2002, the Trustee will cause the Trust to pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from May 15, 2002, to but not including the Closing Date; provided, however, that in the event an Optional Exchange shall occur prior to the Distribution Date in November 2002, a pro rata portion of such amount shall be paid to the Depositor on the Optional Exchange Date, in accordance with the provisions of Section 7(c)(vii) hereof. If Available Funds are insufficient to pay such amount, the Trustee will pay the Depositor its pro rata share, based on the ratio the amount owed to the Depositor bears to all amounts owed on the Certificates in respect of accrued interest, of any proceeds from the recovery on the Underlying Securities. (d) The Depositor may sell to the Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days' notice to the Trustee (or such shorter period as described in Schedule II attached hereto. The Retained Interest will shall be issued mutually satisfactory to the Depositor and may be transferred by the Depositor to another party at the sole option Trustee) and upon (i) satisfaction of the Depositor without Rating Agency Condition and (ii) delivery of an Opinion of Counsel to the consent effect that the sale of such additional Underlying Securities will not cause the Certificateholders Trust to be taxed as an association or any other partypublicly traded partnership taxable as a corporation for federal income tax purposes. The beneficial ownership interest Each condition to be satisfied with respect to a sale of Underlying Securities on or prior to the Closing Date shall be satisfied with respect to a sale of additional Underlying Securities no later than the date of sale thereof, each representation and warranty set forth in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments will Standard Terms to be made on the Retained Interest Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by wire transfer to the account(s) of holder(s) thereof Trustee shall be held on the related Record Date as specified in written instructions same terms and conditions. Upon such sale to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, Class A-1 Certificates and Class A-2 Certificates in the same proportion as the original Class A-1 Certificates and Class A-2 Certificates, with an aggregate Certificate Principal Balance equal to the principal amount of such additional Underlying Securities, and the Call Warrants related thereto as described herein. Any such additional Class A-1 Certificates and Class A-2 Certificates authenticated and delivered shall have the same terms and rank pari passu with the corresponding classes of Certificates previously issued in accordance with this Series Supplement. (e) No Class A-2 Certificate may be offered, resold, assigned or otherwise transferred (including by pledge or hypothecation) at any time prior to (x) the date which is two years or such shorter period of time as permitted by Rule 144(k) under the Securities Act, after the later of the original issue date of such Class A-2 Certificates and the last date on which the Depositor or any "affiliate" (as defined in Rule 144 under the Securities Act) of the Depositor was the owner of such Class A-2 Certificates (or any predecessor thereto), or (y) such later date, if any, as may be required by a change in applicable securities laws (the "Resale Restriction Termination Date") unless such offer, resale, assignment or transfer is (i) to the Trust, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to a qualified institutional buyer (a "QIB"), as such term is defined in Rule 144A promulgated under the Securities Act ("Rule 144A"), in accordance with Rule 144A or (iv) pursuant to another available exemption from registration provided under the Securities Act, and, in each of cases (i) through (iv), in accordance with any applicable securities laws of any state of the United States and other jurisdictions. Prior to any amendment offer, resale, assignment or modification transfer of this Agreement any Class A-2 Certificates in the manner described in clause (including iii) above, the Standard Termsprospective transferee and the prospective transferor shall be required to deliver to the Trustee an executed copy of an Investment Letter with respect to the Class A-2 Certificates to be transferred substantially in the form of Exhibit C hereto. Prior to any offer, resale, assignment or transfer of any Class A-2 Certificates in the manner described in clause (iv) which would adversely affect above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee documentation certifying that the offer, resale, assignment or transfer complies with the provisions of said clause (iv). In addition to the foregoing, each prospective transferee of any Class A-2 Certificates in the manner contemplated by clause (iii) above shall acknowledge, represent and agree as follows: (1) The transferee (x) is a QIB, (y) is aware that the sale to it is being made in reliance on Rule 144A and (z) is acquiring such Class A-2 Certificates or Call Warrants, as applicable, for its own account or for the account of a QIB. (2) The transferee understands that the Class A-2 Certificates or Call Warrants, as applicable, are being offered in a transaction not involving any material respect public offering in the holder United States within the meaning of the Retained Interest without Securities Act, and that the consent Class A-2 Certificates or Call Warrants, as applicable, have not been and will not be registered under the Securities Act. (3) The transferee agrees that (A) if in the future it decides to offer, resell, pledge or otherwise transfer the Class A-2 Certificates or Call Warrants, as applicable, prior to the Resale Restriction Termination Date, such Class A-2 Certificates or Call Warrants, as applicable, shall only be offered, resold, assigned or otherwise transferred (i) to the Trust, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to a QIB, in accordance with Rule 144A or (iv) pursuant to another available exemption from registration provided under the Securities Act, and, in each of cases (i) through (iv), in accordance with any applicable securities laws of any state of the United States and other jurisdictions and (B) the transferee will, and each subsequent holder is required to, notify any subsequent purchaser of such Class A-2 Certificates or Call Warrants, as applicable, from it of the Retained Interestresale restrictions referred to in clause (A) above. (f) The Class A-2 Certificates will, unless otherwise agreed by the Depositor and the Trustee, bear a legend substantially to the following effect: "THIS CLASS A-2 CERTIFICATE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION UNDER SUCH ACT IS IN EFFECT OR PURSUANT TO AN EXEMPTION THEREFROM UNDER SUCH ACT. THE CLASS A-2 CERTIFICATE REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE SERIES SUPPLEMENT. EACH PURCHASER OF THIS CLASS A-2 CERTIFICATE IS HEREBY NOTIFIED THAT THE SELLER OF THIS CLASS A-2 CERTIFICATE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER."

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Corporate Backed Trust Certificates, Duke Capital Note-Backed Series 2003-3 Trust, Series 199[__]-[SERIES DESIGNATION]", the ." The Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Corporate Backed Trust Certificates, Duke Capital Note-Backed Series 199[__]-[SERIES DESIGNATION]"2003-3." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the Retained Interest evidencing certain undivided ownership interests in "Certificates"). The Trust is also issuing call warrants with respect to the remainder of the Underlying Securities Certificates (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the Warrants"Series 199[__]-[SERIES DESIGNATION] Call Warrant"). (ba) The Class A-1 Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. A-1. The Class A-2 Certificates shall initially be held through the Depository in book-entry form and, as set forth in Section 3(e) below, shall be held in physical form or through the Depository in book-entry form and shall be substantially in form attached hereto as Exhibit A-2. The Class A-1 Certificates shall be issued in denominations of $25. The Class A-2 Certificates shall be issued in minimum denominations of $1,000 100,000 and integral multiples of $1,000 1 in excess thereof; provided, however, that on any Call Date on which a Warrant Holder shall concurrently exchange Called Certificates for a distribution of Underlying Securities in accordance with the provisions of Section 7 hereof, Called Certificates may be issued in other denominations. Except as provided in the Standard TermsTerms and in paragraph (d) in this Section, the Trust shall not issue additional Certificates or additional Call Warrants or incur any indebtedness. (b) The Class A-1 Certificates will consist of 1,489,200 Certificates having an initial aggregate certificate principal balance (the "Certificate Principal Balance") of $37,230,000, and the Class A-2 Certificates will be principal-only Certificates having an initial aggregate Certificate Principal Balance of $6,205,000. (c) The Retained Interest holders of the Class A-1 Certificates will be uncertificated entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.875% per annum on the outstanding Certificate Principal Balance of the Class A-1 Certificates. The holders of the Class A-2 Certificates will not be entitled to receive payments of interest. On the Distribution Date occurring in February 2003, the Trustee shall cause the Trust to pay to the Depositor an amount equal to interest accrued and paid on the Underlying Securities from August 15, 2002, to but not including the Closing Date; provided, however, that in the event an Optional Exchange shall occur prior to the Distribution Date in February 2003, a pro rata portion of such amount shall be paid to the Depositor on the Optional Exchange Date, in accordance with the provisions of Section 7(b)(ix) hereof. If the Depositor is not paid any such amount on such date, it shall have a claim for such amount. If Available Funds are insufficient to pay such amount, the Trustee will pay the Depositor its pro rata share, based on the ratio the amount owed to the Depositor bears to all amounts owed on the Certificates in respect of accrued interest, of any proceeds from the recovery on the Underlying Securities. (d) The Depositor may sell to the Trustee additional Underlying Securities on any date hereafter upon at least three Business Days' notice to the Trustee (or such shorter period as described in Schedule II attached hereto. The Retained Interest will shall be issued mutually satisfactory to the Depositor and may be transferred by the Depositor to another party at the sole option Trustee) and upon (i) satisfaction of the Depositor without Rating Agency Condition and (ii) delivery of an Opinion of Counsel to the consent effect that the sale of such additional Underlying Securities will not cause the Certificateholders Trust to be taxed as an association or any other partypublicly traded partnership taxable as a corporation for federal income tax purposes. The beneficial ownership interest Each condition to be satisfied with respect to a sale of Underlying Securities on or prior to the Closing Date shall be satisfied with respect to a sale of additional Underlying Securities no later than the date of sale thereof, each representation and warranty set forth in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments will Standard Terms to be made on the Retained Interest Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by wire transfer to the account(s) of holder(s) thereof Trustee shall be held on the related Record Date as specified in written instructions same terms and conditions. Upon such sale to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, Class A-1 Certificates and Class A-2 Certificates in the same proportion as the original Class A-1 Certificates and Class A-2 Certificates, with an aggregate Certificate Principal Balance equal to the principal amount of such additional Underlying Securities, and the Call Warrants related thereto. Any such additional Class A-1 Certificates and Class A-2 Certificates authenticated and delivered shall have the same terms and rank pari passu with the corresponding classes of Certificates previously issued in accordance with this Series Supplement. (e) No Class A-2 Certificate may be offered, resold, assigned or otherwise transferred (including by pledge or hypothecation) at any time prior to (x) the date which is two years or such shorter period of time as permitted by Rule 144(k) under the Securities Act, after the later of the original issue date of such Class A-2 Certificates and the last date on which the Depositor or any "affiliate" (as defined in Rule 144 under the Securities Act) of the Depositor was the owner of such Class A-2 Certificates (or any predecessor thereto) or (y) such later date, if any, as may be required by a change in applicable securities laws (the "Resale Restriction Termination Date") unless such offer, resale, assignment or transfer is (i) to the Trust, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to a qualified institutional buyer (a "QIB"), as such term is defined in Rule 144A promulgated under the Securities Act ("Rule 144A"), in accordance with Rule 144A or (iv) pursuant to another available exemption from registration provided under the Securities Act (including transfers to Accredited Investors), and, in each of cases (i) through (iv), in accordance with any applicable securities laws of any state of the United States and other jurisdictions. Prior to any amendment offer, resale, assignment or modification transfer of this Agreement any Class A-2 Certificates in the manner described in clause (iii) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee an executed copy of an Investment Letter with respect to the Class A-2 Certificates to be transferred substantially in the form of Exhibit C hereto and in the event the resale, assignment or transfer shall involve Class A-2 Certificates then being held in physical form, such A-2 Certificates shall be delivered to the Trustee for cancellation and the Trustee shall instruct the Depository to increase the aggregate notional amount of the Class A-2 Certificates held in book-entry form by an amount equal to the aggregate notional amount of Class A-2 Certificates so resold, assigned or transferred and to issue a beneficial interest in such global Class A-2 Certificates to such transferee. Prior to any offer, resale, assignment or transfer of any Class A-2 Certificates in the manner described in clause (iv) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee documentation certifying that the offer, resale, assignment or transfer complies with the provisions of said clause (iv) and, in the event any such Class A-2 Certificate shall then be held in book-entry form and such resale, assignment or transfer shall be to an Accredited Investor that is not a QIB, the Trustee shall instruct the Depository to decrease the aggregate principal amount of the Class A-2 Certificates held in book entry form and the Trustee shall authenticate and deliver one or more Class A-2 Certificates in physical form in an aggregate principal amount equal to the amount of Class A-2 Certificates resold, assigned or transferred. In addition to the foregoing, each prospective transferee of any Class A-2 Certificates in the manner contemplated by clause (iii) above shall acknowledge, represent and agree as follows: (1) The transferee (x) is a QIB, (y) is aware that the sale to it is being made in reliance on Rule 144A and (z) is acquiring such Class A-2 Certificates for its own account or for the account of a QIB. (2) The transferee understands that the Class A-2 Certificates are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, and that the Class A-2 Certificates have not been and will not be registered under the Securities Act. (3) The transferee agrees that (A) if in the future it decides to offer, resell, pledge or otherwise transfer the Class A-2 Certificates prior to the Resale Restriction Termination Date, such Class A-2 Certificates shall only be offered, resold, assigned or otherwise transferred (i) to the Trust, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to a QIB, in accordance with Rule 144A or (iv) pursuant to another available exemption from registration provided under the Securities Act (including the Standard Termsany transfer to an Accredited Investor), and, in each of cases (i) which would adversely affect through (iv), in accordance with any material respect the holder applicable securities laws of any state of the Retained Interest without United States and other jurisdictions and (B) the consent transferee will, and each subsequent holder is required to, notify any subsequent purchaser of such Class A-2 Certificates from it of the holder of resale restrictions referred to in clause (A) above. (f) The Class A-2 Certificates will, unless otherwise agreed by the Retained InterestDepositor and the Trustee, bear a legend substantially to the following effect: "THIS CLASS A-2 CERTIFICATE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION UNDER SUCH ACT IS IN EFFECT OR PURSUANT TO AN EXEMPTION THEREFROM UNDER SUCH ACT. THE CLASS A-2 CERTIFICATE REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE SERIES SUPPLEMENT. EACH PURCHASER OF THIS CLASS A-2 CERTIFICATE IS HEREBY NOTIFIED THAT THE SELLER OF THIS CLASS A-2 CERTIFICATE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER."

Designation of Trust and Certificates. (a) The ------------------------------------- Trust ------------------------------------- created hereby shall be known as the "[NAME OFName of] Certificates Trust, Series 199[__]-[SERIES DESIGNATION]", the Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OFName of] Certificates, Series 199[__]-[SERIES DESIGNATION]", the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Call Warrant". (b) The Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. The Certificates shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness. (c) The Retained Interest will be uncertificated and shall be as described in Schedule II attached hereto. The Retained Interest will be issued to the Depositor and may be transferred by the Depositor to another party at the sole option of the Depositor without the consent of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments will be made on the Retained Interest by wire transfer to the account(s) of holder(s) thereof on the related Record Date as specified in written instructions to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree to any amendment or modification of this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder of the Retained Interest without the consent of the holder of the Retained Interest.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Trust[ ], Series 199[__]-[SERIES DESIGNATION20[ ]", the -[ ] Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF[ ] Trust Certificates, Series 199[__]-[SERIES DESIGNATION20[ ]"-[ ]." The Certificates shall consist of [the Class A-[ ] Certificates and the Class A-[ ] Certificates] [add other classes of Certificates, if any] (together, the Retained Interest evidencing certain undivided ownership interests in "Certificates"). [The Trust is also issuing a Call Option to the remainder of Rights Holder with respect to the Underlying Securities (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Call Warrant"Certificates.] (b) The Class A-[ ] [Senior] Certificates [and the Class A-[ ] [Subordinated] Certificates shall be held through the Depository in book- entry form and shall be substantially in the form attached hereto as Exhibit B. The Certificates shall be issued in minimum denominations have an initial aggregate Certificate Principal Balance of $1,000 and integral multiples [_________]. The Class A-[ ] Certificates have an initial aggregate Certificate Principal Balance of $1,000 in excess thereof. Except as provided in [________] and are expected to accrete to $[ ] by the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtednessFinal Scheduled Distribution Date.] (c) The holders of the Class A-[ ] [Senior] Certificates [and the Class A-[ ] [Subordinated] Certificates] will be entitled to receive on each Distribution Date, in accordance with Section 5 hereof, the Interest Proceeds, Principal Proceeds and Premium Proceeds received on the Deposited Assets, to the extent necessary to pay the Accrued Certificate Interest, principal and premiums on the Class A-[ ] [Senior] Certificates [and the Class A-[ ] [Subordinated] Certificates]. [The Class A-[ ] Certificates shall not bear interest.] (d) [The Retained Interest will be uncertificated and shall be as described in Schedule II attached hereto. The Retained Interest will be issued to the Depositor and may be transferred by the Depositor to another party at the sole option of the Depositor without the consent of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments will be made on the Retained Interest by wire transfer to the account(s) of holder(s) thereof on the related Record Date as specified in written instructions to the Trustee. Notwithstanding any other provision of this AgreementSeries Supplement, the Trustee shall not agree to any amendment or modification of this Agreement Series Supplement (including the Standard Terms) which would adversely affect in any material respect the holder of the Retained Interest without the consent of the holder of the Retained Interest.]

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Callable Treasury Strip Trust, Series 199[__]-[SERIES DESIGNATION]", 1997-USTS-3" the Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Callable Treasury Strip Trust Certificates, Series 199[__]-[SERIES DESIGNATION]", 1997-USTS-3" and the Retained Interest Call Rights evidencing certain undivided ownership interests in the remainder rights to purchase all of the Underlying Securities (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the 1997-USTS-3 Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the Rights."Series 199[__]-[SERIES DESIGNATION] Call Warrant". (b) The Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. The Certificates shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Except With the exception of the issuance of additional Certificates by the Trust in connection with the depositing, from time to time, of Additional Underlying Securities into the Trust by the Depositor, and except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness. Such additional Certificates may only be issued if they are identical to and fungible with the Certificates and the Additional Underlying Securities are similarly identical to and fungible with the Underlying Securities. (c) The Retained Interest Call Rights will be uncertificated and shall be as described in Schedule II attached hereto. The Retained Interest Call Rights will initially be issued to the Depositor, and will then be immediately sold by the Depositor to an affiliate thereof, in an initial aggregate amount of $176,708,000 (such amount will increase upon the deposit of Additional Underlying Securities into the Trust by the Depositor) representing the right to call the corresponding amount of Underlying Securities and may be transferred by the Depositor to another party in whole or in part at the sole option of the Depositor without the consent of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest Call Rights will be recorded on the records of the Trustee. On each Distribution the Redemption Date, payments payment will be made on the Retained Interest Call Rights by wire transfer to the account(s) Certificate Account for distribution to the Certificateholders of holder(s) thereof record on the related Record Date as specified in written instructions to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree to any amendment or modification of this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder of the Retained Interest Rights Holder without the consent of the holder of Rights Holder; provided, however, that such consent shall not be necessary if the Retained InterestUnderlying Securities Issuer is then in default.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- trust created hereby shall be known as the "[NAME OF] “Freedom Certificates Trust, Series 199[__]-[SERIES DESIGNATION2003-[_]", the . The Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] “Freedom Certificates, Series 199[__]-[SERIES DESIGNATION2003-[_]", [and the Retained Interest evidencing certain undivided ownership interests in the remainder of the [Underlying Securities Securities] [Deposited Assets] (as described on Schedule II hereto) shall be known as the "“Series 199[__]-[SERIES DESIGNATION2003-[_] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION”] Call Warrant"[and] [specify other assets]. (b) The Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. The Certificates shall be issued in minimum denominations of $1,000 [____] and integral multiples of $1,000 [___] in excess thereof, except that one Certificate [of each Class] may be issued in a different denomination. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any [additional] indebtedness. (c) [The Retained Interest will be uncertificated and shall be as described in Schedule II attached hereto. The Retained Interest will be issued to the Depositor and may be transferred by the Depositor to another party at the sole option of the Depositor without the consent of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments will be made on the Retained Interest by wire transfer to the account(s) of holder(s) thereof on the related Record Date as specified in written instructions to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree to any amendment or modification of this Agreement (including the Standard Terms) which that would adversely affect in any material respect the holder of the Retained Interest without the consent of the holder of the Retained Interest.] (d) [Describe other assets.]

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates TrustCorporate-Backed Trust Certificates, Series 199[__]-[SERIES DESIGNATION]", the 200_-[ ] Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Corporate Backed Trust Certificates, Series 199[__]-[SERIES DESIGNATION200_-[ ]"." The Certificates shall consist of the Class [A-1] Certificates and the Class [A-2] Certificates (together, the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the Certificates"Series 199[__]-[SERIES DESIGNATION] Call Warrant"). (b) The Class [A-1] Certificates shall be held through have an initial aggregate Certificate Principal Amount of [ ]The Class [A-2] Certificates are interest-only Certificates, and have a notional principal amount equal to the Depository in book- entry form and shall be substantially in Certificate Principal Amount of the form attached hereto as Exhibit B. The Certificates shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtednessClass [A-1] Certificates. (c) The Retained Interest holders of the Class [A-1] Certificates will be uncertificated and shall be as described in Schedule II attached heretoentitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of [ ]% per annum on the outstanding Certificate Principal Amount of the Class [A-1] Certificates. The Retained Interest holders of the Class [A-2] Certificates will be issued entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of [ ]% per annum on the outstanding notional principal amount of the Class [A-2] Certificates. On [ ], the Trustee will pay to the Depositor the amount of interest accrued on the Underlying Securities from [ ] to but not including the Closing Date.] (d) The Depositor may sell to the Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days notice to the Trustee and may be transferred by the Depositor to another party at the sole option upon (i) satisfaction of the Depositor without the consent Rating Agency Condition and (ii) delivery of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records an Opinion of the Trustee. On each Distribution Date, payments will be made on the Retained Interest by wire transfer Counsel to the account(s) effect that the sale of holder(s) thereof on such additional Underlying Securities will not materially increase the related Record Date likelihood that the Trust would fail to qualify as specified in written instructions a grantor trust under the Code. Upon such sale to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to any amendment the Depositor, or modification its order, [Class A-1] Certificates in a Certificate Principal Amount, and [Class A-2] Certificates in [a notional amount], equal to the principal amount of such additional Underlying Securities. Any such additional Certificates authenticated and delivered shall have the same terms and rank pari passu with the corresponding classes of Certificates previously issued in accordance with this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder of the Retained Interest without the consent of the holder of the Retained InterestSeries Supplement.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Public STEERS(R) Series 1998 F-Z4 Trust". The Class A Certificates Trust, Series 199[__]-[SERIES DESIGNATION]", the and Class B Certificates evidencing certain undivided ownership interests therein shall be known as the "[NAME OF] Public STEERS(R) Trust Certificates, Series 199[__]-[SERIES DESIGNATION]"1998 F-Z4, the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained InterestClass A Trust Certificates" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto"Public STEERS(R) shall be known as the Trust Certificates, Series 1998 F-Z4, Class B Trust Certificates"Series 199[__]-[SERIES DESIGNATION] Call Warrant", respectively. (b) The Class A Certificates and Class B Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. Exhibits B and C, respectively. The Certificates shall be issued in minimum authorized denominations of $1,000 5,000 (the "Authorized Denomination") and integral multiples thereof. One Class A Certificate and one Class B Certificate may be issued in an amount other than an integral multiple of $1,000 in excess thereofthe Authorized Denomination. Except as provided in the Standard TermsTerms and Section 15(a) hereof, the Trust shall not issue additional Certificates or incur any indebtedness. (c) The Retained Interest will be uncertificated and shall be as described in Schedule II attached hereto. The Retained Interest will be issued to the Depositor and may be transferred by the Depositor to another party at the sole option of the Depositor without the consent of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments commencing on November 15, 1998 and ending on the Final Scheduled Distribution Date (or such earlier date if the maturity of the Underlying Securities is advanced), the Class A Certificates will be made entitled to receive the interest payment, if any, received on the Retained Interest Underlying Securities, which will represent a return of principal on the Class A Certificates and the payment of interest at a rate of 6.646% per annum on the Notional Amount of the Class A Certificates. (d) On the Final Scheduled Distribution Date, the Class B Certificates will be entitled to a distribution of all of the Underlying Securities held by wire transfer the Trust as of such date. On or prior to the account(s) of holder(s) thereof on 60th day preceding the related Record Date as specified in written instructions to the Trustee. Notwithstanding any other provision of this AgreementFinal Scheduled Distribution Date, the Trustee shall not agree to any amendment or modification of this Agreement (including request instructions from the Standard Terms) which would adversely affect in any material respect the holder registered holders of the Retained Interest without Class B Certificates (by delivery of a notice to such registered holders) regarding the consent account or accounts to which transfer of the holder Underlying Securities should be made, and other information relevant to such transfer. (e) Any reference to the principal amount of the Retained InterestCertificates shall be construed as a reference to the Notional Amount of the Class A Certificates and the principal amount at maturity of the Class B Certificates, unless otherwise indicated.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Trust[ ], Series 199[__]-[SERIES DESIGNATION20[ ]", the -[ ] Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF[ ] Trust Certificates, Series 199[__]-[SERIES DESIGNATION20[ ]"-[ ]." The Certificates shall consist of [the Class A-[ ] Certificates and the Class A-[ ] Certificates] [add other classes of Certificates, if any] (together, the Retained Interest evidencing certain undivided ownership interests in "Certificates"). [The Trust is also issuing a Call Option to the remainder of Rights Holder with respect to the Underlying Securities (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Call Warrant"Certificates.] (b) The Class A-[ ] Certificates [and the Class A-[ ] Certificates shall be held through the Depository in book- entry form and shall be substantially in the form attached hereto as Exhibit B. The Certificates shall be issued in minimum denominations have an initial aggregate Certificate Principal Balance of $1,000 and integral multiples [_________]. The Class A-[ ] Certificates have an initial aggregate Certificate Principal Balance of $1,000 in excess thereof. Except as provided in [________] and are expected to accrete to $[ ] by the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtednessFinal Scheduled Distribution Date.] (c) The holders of the Class A-[ ] Certificates [and the Class A-[ ] Certificates] will be entitled to receive on each Distribution Date, in accordance with Section 5 hereof, the Interest Proceeds, Principal Proceeds and Premium Proceeds received on the Deposited Assets, to the extent necessary to pay the Accrued Certificate Interest, principal and premiums on the Class A-[ ] Certificates [and the Class A-[ ] Certificates]. [The Class A-[ ] Certificates shall not bear interest.] (d) [The Retained Interest will be uncertificated and shall be as described in Schedule II attached hereto. The Retained Interest will be issued to the Depositor and may be transferred by the Depositor to another party at the sole option of the Depositor without the consent of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments will be made on the Retained Interest by wire transfer to the account(s) of holder(s) thereof on the related Record Date as specified in written instructions to the Trustee. Notwithstanding any other provision of this AgreementSeries Supplement, the Trustee shall not agree to any amendment or modification of this Agreement Series Supplement (including the Standard Terms) which would adversely affect in any material respect the holder of the Retained Interest without the consent of the holder of the Retained Interest.]

Designation of Trust and Certificates. (a) The Trust ------------------------------------- trust created hereby shall be known as the "[NAME OFCorporate] [US Government] [Foreign] Bond-Backed Certificates Trust, Series 199[__]-[SERIES DESIGNATION[199[ ]", the ] [200[ ]]-[_]-[_]. The Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OFCorporate] [US Government] [Foreign] Bond-Backed Certificates, Series 199[__]-[SERIES DESIGNATION[199[ ]"] [200[ ]]-[_]-[_], [and the Retained Interest evidencing certain undivided ownership interests in the remainder of the [Underlying Securities Securities] [Deposited Assets] (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION[199[ ]] [200[ ]]-[_]-[_] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Call Warrant"[and] [specify other assets]. (b) The Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. The Certificates shall be issued in minimum denominations of $1,000 [____] and integral multiples of $1,000 [___] in excess thereof, except that one Certificate [of each Class] may be issued in a different denomination. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any [additional] indebtedness. (c) The Retained Interest will be uncertificated and shall be as described in Schedule II attached hereto. The Retained Interest will be issued to the Depositor and may be transferred by the Depositor to another party at the sole option of the Depositor without the consent of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments will be made on the Retained Interest by wire transfer to the account(s) of holder(s) thereof on the related Record Date as specified in written instructions to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree to any amendment or modification of this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder of the Retained Interest without the consent of the holder of the Retained Interest.the

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Corporate Backed Trust Certificates, Kinder Morgan Debenture-Backed Series 2002-6 Trust." The Certificates Trust, Series 199[__]-[SERIES DESIGNATION]", the Certificates evidencing certain undivided xxxxxxxxxx xxxxxxx xxxivided ownership interests therein shall be known as "[NAME OF] Corporate Backed Trust Certificates, Kinder Morgan Debenture-Backed Series 199[__]-[SERIES DESIGNATION]", the Retained Interest evidencing certain undivided ownership interests in the remainder 2002-6." The Certificates shall xxxxxxx xx x single class of the Underlying Securities Certificates (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the Warrants"Series 199[__]-[SERIES DESIGNATION] Call Warrant"). (ba) The Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. A. The Certificates shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof10. Except as provided in the Standard TermsTerms and in paragraph (d) in this Section, the Trust shall not issue additional Certificates or additional Call Warrants or incur any indebtedness. (b) The Certificates consist of 1,057,419 Certificates having an initial aggregate certificate principal amount (the "Certificate Principal Balance") of $10,574,190. (c) The Retained Interest holders of the Certificates will be uncertificated entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.75% per annum on the outstanding Certificate Principal Balance of the Certificates. On September 1, 2002, the Trustee will pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from March 1, 2002, to but not including the Closing Date; provided, however, that in the event an Optional Exchange shall occur prior to September 1, 2002, a pro rata portion of such amount shall be paid to the Depositor on the Optional Exchange Date, in accordance with the provisions of Section 7(b)(vii) hereof. If Available Funds are insufficient to pay such amount, the Trustee will pay the Depositor its pro rata share, based on the ratio the amount owed to the Depositor bears to all amounts owed on the Certificates in respect of accrued interest, of any proceeds from the recovery on the Underlying Securities. (d) The Depositor may sell to the Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days' notice to the Trustee (or such shorter period as described in Schedule II attached hereto. The Retained Interest will shall be issued mutually satisfactory to the Depositor and may be transferred by the Depositor to another party at the sole option Trustee) and upon (i) satisfaction of the Depositor without Rating Agency Condition and (ii) delivery of an Opinion of Counsel to the consent effect that the sale of such additional Underlying Securities will not cause the Certificateholders Trust to be taxed as an association or any other partypublicly traded partnership taxable as a corporation for federal income tax purposes. The beneficial ownership interest Each condition to be satisfied with respect to a sale of Underlying Securities on or prior to the Closing Date shall be satisfied with respect to a sale of additional Underlying Securities no later than the date of sale thereof, each representation and warranty set forth in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments will Standard Terms to be made on the Retained Interest Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by wire transfer to the account(s) of holder(s) thereof Trustee shall be held on the related Record Date as specified in written instructions same terms and conditions. Upon such sale to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, Certificates, with an aggregate Certificate Principal Balance will be issued in the same proportion to the additional Underlying Securities as exists with respect to the Certificates and Underlying Securities, and the Call Warrants related thereto as described herein. Any such additional Certificates authenticated and delivered shall have the same terms and rank pari passu with any amendment or modification of Certificates previously issued in accordance with this Agreement Series Supplement. (including e) As a condition precedent for transferring the Standard Terms) which would adversely affect in any material respect Call Warrants, the holder prospective transferee shall be required to deliver to the Trustee and the Depositor an executed copy of the Retained Interest without the consent of the holder of the Retained InterestInvestment Letter (set forth in Exhibit C hereto).

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OFNAME] Certificates Trust Certificates, [____] [Backed] Series 200[_]-[_] Trust, Series 199[__]-[SERIES DESIGNATION]", the ." The Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OFNAME] Trust Certificates, [____][Backed] Series 199[__]-[SERIES DESIGNATION200[_]-[_]"." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the Retained Interest evidencing certain undivided ownership interests in "Certificates"). [The Trust is also issuing call warrants with respect to the remainder of the Underlying Securities Certificates (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the Warrants"Series 199[__]-[SERIES DESIGNATION] Call Warrant").] (ba) The Class A-1 Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. A-1. The Class A-2 Certificates shall initially be held through the Depository in book-entry form and, as set forth in Section 3(e) below, shall be held in physical form or through the Depository in book-entry form and shall be substantially in form attached hereto as Exhibit A-2. The Class A-1 Certificates shall be issued in denominations of $[_]. The Class A-2 Certificates shall be issued in minimum denominations of $1,000 [_] and integral multiples of $1,000 [_] in excess thereof. ; [provided, however, that on any Call Date on which a Warrant Holder shall concurrently exchange Called Certificates for a distribution of Underlying Securities in accordance with the provisions of Section 7 hereof, Called Certificates may be issued in other denominations.] Except as provided in the Standard TermsTerms and in paragraph (d) in this Section, the Trust shall not issue additional Certificates [or additional Call Warrants] or incur any indebtedness. (b) The Class A-1 Certificates will consist of [____] Certificates having an initial aggregate certificate principal balance (the "Certificate Principal Balance") of $[____], and the Class A-2 Certificates will be [principal-only/interest-only] Certificates [having an initial aggregate Certificate Principal Balance of $[____]]. [The Class A-2 Certificates shall have an initial aggregate principal balance equal to the initial Certificate Principal Balance of the Class A-1 Certificates.] (c) The Retained Interest holders of the Class A-1 Certificates will be uncertificated and shall entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of [___]% per annum on the outstanding Certificate Principal Balance of the Class A-1 Certificates. [The holders of the Class A-2 Certificates will not be as described in Schedule II attached hereto. entitled to receive payments of interest.] [The Retained Interest holders of the Class A-2 Certificates will be issued entitled to receive on each Distribution Date occurring on and prior to the Distribution Date in [___] 20[__], the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of [__]% per annum on the outstanding principal amount of the Class A-2 Certificates.] On the Distribution Date occurring in [_____] 20[__], the Trustee shall cause the Trust to pay to the Depositor an amount equal to interest accrued and paid on the Underlying Securities from [_____], 200[_], to but not including the Closing Date[; provided, however, that in the event an Optional Exchange shall occur prior to the Distribution Date in [_____] 20[__], a pro rata portion of such amount shall be paid to the Depositor on the Optional Exchange Date, in accordance with the provisions of Section 7(b)(ix) hereof]. If the Depositor is not paid any such amount on such date, it shall have a claim for such amount. If Available Funds are insufficient to pay such amount, the Trustee will pay the Depositor its pro rata share, based on the ratio the amount owed to the Depositor bears to all amounts owed on the Certificates in respect of accrued interest, of any proceeds from the recovery on the Underlying Securities. (d) The Trust may issue additional Certificates under this Trust Agreement, subject to the satisfaction, in each case, of the following conditions: (i) the Depositor shall deposit with the Trust, on or prior to the related Closing Date for the additional Certificates, additional Underlying Securities in an amount such that the aggregate principal amount of additional Certificates issued on the Closing Date for such additional Certificates is not in excess of one hundred percent (100.00%) of the principal amount of the additional Underlying Securities; provided, that the additional Certificates issued shall be in the same proportion as the original Class A-1 and Class A-2 Certificates, with an aggregate Certificate Principal Balance equal to the principal amount of such additional Underlying Securities; (ii) the terms of any additional Certificates shall be substantially similar to those previously issued Certificates, and the additional Certificates will rank pari passu in all respects with those previously issued Certificates of the same class; provided, however, that (a) the additional Certificates may have such distinguishing serial designations in the titles thereof as may be transferred deemed advisable by the Depositor and consented to another party by the Trustee and references to the additional Certificates shall be construed accordingly, (b) the additional Certificates may be issued at such prices as may be determined by the Depositor in its sole option discretion, and (c) distributions on any additional Certificates shall be made in accordance with the distributions on the previously issued Certificates of the Depositor without same class and payments of interest and principal, if any, shall be payable commencing on the first Distribution Date following the related Closing Date for the additional Certificates; (iii) the terms of the additional Underlying Securities shall be the same as those of the Underlying Securities deposited into the Trust on the Closing Date; (iv) any additional Certificates to be issued pursuant to this Section 3(d) shall be executed by the Trust and delivered to the Trustee for authentication and thereupon the same shall be executed and delivered by the Trustee, upon the Depositor's written request, in the same proportion as the original Class A-1 and Class A-2 Certificates, with an aggregate Certificate Principal Balance equal to the principal amount of such additional Underlying Securities; provided, however, that an opinion of counsel is delivered stating that the issuance of the additional Certificates will not affect the status of the Trust for U.S. federal, state and local income and franchise tax purposes, or any other tax consequences to the Trust or Certificateholders, as specified in the related Prospectus Supplement; and (v) notwithstanding anything herein to the contrary, the consent of the Certificateholders shall not be required for the issuance of additional Certificates; provided, however, that each Rating Agency rating such Certificates shall provide written confirmation that the rating assigned to the Certificates on the Closing Date shall not be reduced or withdrawn as a result of the issuance of such additional Certificates. (e) No Class A-2 Certificate may be offered, resold, assigned or otherwise transferred (including by pledge or hypothecation) at any time prior to (x) the date which is two years or such shorter period of time as permitted by Rule 144(k) under the Securities Act, after the later of the original issue date of such Class A-2 Certificates and the last date on which the Depositor or any "affiliate" (as defined in Rule 144 under the Securities Act) of the Depositor was the owner of such Class A-2 Certificates (or any predecessor thereto) or (y) such later date, if any, as may be required by a change in applicable securities laws (the "Resale Restriction Termination Date") unless such offer, resale, assignment or transfer is (i) to the Trust, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to a qualified institutional buyer (a "QIB"), as such term is defined in Rule 144A promulgated under the Securities Act ("Rule 144A"), in accordance with Rule 144A or (iv) pursuant to another available exemption from registration provided under the Securities Act (including transfers to Accredited Investors), and, in each of cases (i) through (iv), in accordance with any applicable securities laws of any state of the United States and other partyjurisdictions. The Prior to any offer, resale, assignment or transfer of any Class A-2 Certificates in the manner described in clause (iii) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee an executed copy of an Investment Letter with respect to the Class A-2 Certificates to be transferred substantially in the form of Exhibit C hereto and in the event the resale, assignment or transfer shall involve Class A-2 Certificates then being held in physical form, such A-2 Certificates shall be delivered to the Trustee for cancellation and the Trustee shall instruct the Depository to increase the aggregate principal amount of the Class A-2 Certificates held in book-entry form by an amount equal to the aggregate principal amount of Class A-2 Certificates so resold, assigned or transferred and to issue a beneficial ownership interest in such global Class A-2 Certificates to such transferee. Prior to any offer, resale, assignment or transfer of any Class A-2 Certificates in the Retained Interest will manner described in clause (iv) above, the prospective transferee and the prospective transferor shall be recorded on the records of the Trustee. On each Distribution Date, payments will be made on the Retained Interest by wire transfer required to deliver to the account(sTrustee documentation certifying that the offer, resale, assignment or transfer complies with the provisions of said clause (iv) of holder(s) thereof on and, in the related Record Date as specified event any such Class A-2 Certificate shall then be held in written instructions book-entry form and such resale, assignment or transfer shall be to the Trustee. Notwithstanding any other provision of this Agreementan Accredited Investor that is not a QIB, the Trustee shall instruct the Depository to decrease the aggregate principal amount of the Class A-2 Certificates held in book entry form and the Trustee shall authenticate and deliver one or more Class A-2 Certificates in physical form in an aggregate principal amount equal to the amount of Class A-2 Certificates resold, assigned or transferred. In addition to the foregoing, each prospective transferee of any Class A-2 Certificates in the manner contemplated by clause (iii) above shall acknowledge, represent and agree as follows: (1) The transferee (x) is a QIB, (y) is aware that the sale to it is being made in reliance on Rule 144A and (z) is acquiring such Class A-2 Certificates for its own account or for the account of a QIB. (2) The transferee understands that the Class A-2 Certificates are being offered in a transaction not agree involving any public offering in the United States within the meaning of the Securities Act, and that the Class A-2 Certificates have not been and will not be registered under the Securities Act. (3) The transferee agrees that (A) if in the future it decides to any amendment offer, resell, pledge or modification of this Agreement otherwise transfer the Class A-2 Certificates prior to the Resale Restriction Termination Date, such Class A-2 Certificates shall only be offered, resold, assigned or otherwise transferred (i) to the Trust, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to a QIB, in accordance with Rule 144A or (iv) pursuant to another available exemption from registration provided under the Securities Act (including the Standard Termsany transfer to an Accredited Investor), and, in each of cases (i) which would adversely affect through (iv), in accordance with any material respect the holder applicable securities laws of any state of the Retained Interest without United States and other jurisdictions and (B) the consent transferee will, and each subsequent holder is required to, notify any subsequent purchaser of such Class A-2 Certificates from it of the holder of resale restrictions referred to in clause (A) above. (f) The Class A-2 Certificates will, unless otherwise agreed by the Retained InterestDepositor and the Trustee, bear a legend substantially to the following effect: "THIS CLASS A-2 CERTIFICATE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION UNDER SUCH ACT IS IN EFFECT OR PURSUANT TO AN EXEMPTION THEREFROM UNDER SUCH ACT. THE CLASS A-2 CERTIFICATE REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE SERIES SUPPLEMENT. EACH PURCHASER OF THIS CLASS A-2 CERTIFICATE IS HEREBY NOTIFIED THAT THE SELLER OF THIS CLASS A-2 CERTIFICATE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER."

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Callable Zero Coupon Trust, Series 199[__]-[SERIES DESIGNATION]", 1997-TVA-1" the Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Callable Zero Coupon Trust Certificates, Series 199[__]-[SERIES DESIGNATION]", 1997- TVA-1" and the Retained Interest Call Rights evidencing certain undivided ownership interests in the remainder rights to purchase all of the Underlying Securities (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the 1997-TVA-1 Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the Rights."Series 199[__]-[SERIES DESIGNATION] Call Warrant". (b) The Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. The Certificates shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness. (c) The Retained Interest Call Rights will be uncertificated and shall be as described in Schedule II attached hereto. The Retained Interest Call Rights will initially be issued to the Depositor or an affiliate thereof in an initial aggregate amount of $322,546,000 representing the right to call the corresponding amount of Underlying Securities and may be transferred by the Depositor to another party in whole or in part at the sole option of the Depositor without the consent of the Certificateholders or any other party. The Call Rights are exercisable only at the direction of all of the holders thereof. The beneficial ownership interest in the Retained Interest Call Rights will be recorded on the records of the Trustee. On each Distribution the Redemption Date, payments payment will be made on the Retained Interest Call Rights by wire transfer to the account(s) account of holder(s) the holder thereof on the related Record Date as specified in written instructions to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree to any amendment or modification of this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder of the Retained Interest Rights Holders without the consent of such Rights Holders; provided, however, that such consent shall not be necessary if the holder of Underlying Securities Issuer is then in default under the Retained InterestUnderlying Securities Indenture.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Corporate Backed Trust Certificates, Federal Express Corporation Note-Backed Series 2001-37 Trust, Series 199[__]-[SERIES DESIGNATION]", the ." The Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Corporate Backed Trust Certificates, Federal Express Corporation Note-Backed Series 199[__]-[SERIES DESIGNATION]2001-37." The Trust is also issuing call warrants with respect to the Certificates (", the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the Call Warrants"Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Call Warrant"). (ba) The Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. A. The Certificates shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof10. Except as provided in the Standard TermsTerms and in paragraph (c) of this Section, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Certificates have an initial aggregate certificate principal amount ("Certificate Principal Amount") of $10,100,000. The holders of the Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities to the extent necessary to pay interest at a rate of 7.75% per annum on the outstanding Certificate Principal Amount of Certificates. On January 1, 2002, the Trustee will pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from July 1, 2001, to but not including the Closing Date. If Available Funds are insufficient to pay such amount, the Trustee will pay the Depositor its pro rata share, based on the ratio the amount owed to the Depositor bears to all amounts owed on the Certificates in respect of accrued interest, of any proceeds from the recovery on the Underlying Securities. (c) The Retained Interest will be uncertificated and shall be as described in Schedule II attached hereto. The Retained Interest will be issued Depositor may sell to the Depositor and Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days (or such lesser period as may be transferred agreed by the Depositor parties hereto) notice to another party at the sole option Trustee and upon (i) satisfaction of the Depositor without the consent Rating Agency Condition and (ii) delivery of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records an Opinion of the Trustee. On each Distribution Date, payments will be made on the Retained Interest by wire transfer Counsel to the account(s) effect that the sale of holder(s) thereof on such additional Underlying Securities will not materially increase the related Record Date likelihood that the Trust would fail to qualify as specified in written instructions a grantor trust under the Code. Upon such sale to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to any amendment or modification of the Depositor, on its order, Certificates in the same proportion as the original Certificates bear to the initial Underlying Securities, as well as the Call Warrants related thereto. Any such additional Certificates authenticated and delivered shall have the same terms and rank pari passu with the original Certificates issued in accordance with this Agreement Series Supplement. (including d) As a condition precedent for transferring the Standard Terms) which would adversely affect in any material respect Call Warrants, the holder prospective transferee shall be required to deliver to the Trustee and the Depositor, an executed copy of the Retained Interest without the consent of the holder of the Retained InterestInvestment Letter (set forth as Exhibit D hereto).

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Callable Zero Coupon Trust, Series 199[__]-[SERIES DESIGNATION]2002-TVA-1", the . The Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Callable Zero Coupon Trust Certificates, Series 199[__]-[SERIES DESIGNATION]2002-TVA-1", . The Trust is also issuing call warrants with respect to the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities Certificates (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the Warrants"Series 199[__]-[SERIES DESIGNATION] Call Warrant"). (ba) The Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. A. The Certificates shall be issued in minimum notional denominations of $1,000 and integral multiples of $1,000 in excess thereof. Except as provided in the Standard TermsTerms and in paragraph (c) in this Section, the Trust shall not issue additional Certificates or additional Call Warrants or incur any indebtedness. (b) The Certificates have an initial aggregate certificate principal amount (the "Certificate Principal Amount") of $500,000,000. The holders of the Certificates will be entitled to receive to the extent received on the Underlying Securities, a distribution of principal on the Scheduled Distribution Date, subject to the rights of the holders of the Call Warrants. (c) The Retained Interest Depositor may sell to the Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days' notice to the Trustee and upon (i) satisfaction of the Rating Agency Condition and (ii) delivery of an Opinion of Counsel to the effect that the sale of such additional Underlying Securities will not cause the Trust to be uncertificated and taxed as an association or publicly traded partnership taxable as a corporation for federal income tax purposes. Each condition to be satisfied with respect to a sale of Underlying Securities on or prior to the Closing Date shall be as described in Schedule II attached hereto. The Retained Interest will be issued satisfied with respect to a sale of additional Underlying Securities no later than the Depositor 6 <PAGE> date of sale thereof, each representation and may be transferred by the Depositor to another party at the sole option of the Depositor without the consent of the Certificateholders or any other party. The beneficial ownership interest warranty set forth in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments will Standard Terms to be made on the Retained Interest Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by wire transfer to the account(s) of holder(s) thereof Trustee shall be held on the related Record Date as specified in written instructions same terms and conditions. Upon such sale to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to any amendment or modification of this Agreement the Depositor, on its order, Certificates in a Certificate Principal Amount, and the Call Warrants related thereto. (including d) As a condition precedent for transferring the Standard Terms) which would adversely affect in any material respect Call Warrants, the holder prospective transferee shall be required to deliver to the Trustee and the Depositor an executed copy of the Retained Interest without the consent of the holder of the Retained InterestInvestment Letter (set forth in Exhibit C hereto).

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "“Trust Series [ ]”. The [NAME OFClass A and Class B] Certificates Trust, Series 199[__]-[SERIES DESIGNATION]", the Certificates evidencing certain undivided ownership interests therein shall be known as "the “[NAME OFClass A] Certificates, [·]% Callable Trust Certificates Series 199[__]-[SERIES DESIGNATION]", the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION[ ] Retained Interest" [and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "“[Class B] [·]% Callable Trust Certificates Series 199[__]-[SERIES DESIGNATION] Call Warrant"[ ],” respectively]. (b) The [Class A Certificates and the Class B] Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. A. The [Class A] Certificates shall be issued in minimum denominations of $1,000 Authorized Denominations and integral multiples of $1,000 thereof [and the Class B Certificates shall be issued in excess Authorized Denominations and integral multiples thereof]. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness. Notwithstanding anything to the contrary in the Trust Agreement, the Depositor may not increase the amount of the Underlying Securities in the Trust and the Trust may not issue a corresponding amount of additional Certificates. (c) The Retained Interest [Class A] Certificates will be uncertificated entitled to receive (i) on each Distribution Date, commencing on [ ] and shall be as described in Schedule II attached hereto. The Retained Interest will be issued ending on the Final Scheduled Distribution Date, or such earlier date if the Underlying Securities are redeemed prior to the Depositor Final Scheduled Distribution Date, the Interest Payment Amount and may be transferred by (ii) on the Depositor to another party at the sole option Final Scheduled Distribution Date, a distribution of the Depositor without the consent aggregate principal amount of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records of the Trustee. Underlying Securities. (d) [On each Distribution Date, payments the Class B Certificates will be made on entitled to receive the Retained Interest by wire transfer Class B Payments [and in connection with a redemption of the Underlying Securities, the Class B Present Value Amount.] (e) Any reference to the account(s) principal amount of holder(s) thereof on the related Record Date Certificates shall be construed as specified in written instructions a reference to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree to any amendment or modification of this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder stated amount of the Retained Interest without [Class A Certificates and/or the consent notional principal amount of the holder of the Retained InterestClass B] Certificates, unless otherwise indicated.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Callable Treasury Strip Trust, Series 199[__]-[SERIES DESIGNATION]", 1997-USTS-2" the Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Callable Treasury Strip Trust Certificates, Series 199[__]-[SERIES DESIGNATION]", 1997-USTS-2" and the Retained Interest Call Rights evidencing certain undivided ownership interests in the remainder rights to purchase all of the Underlying Securities (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the 1997-USTS-2 Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the Rights."Series 199[__]-[SERIES DESIGNATION] Call Warrant". (b) The Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. The Certificates shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Except With the exception of the issuance of additional Certificates by the Trust in connection with the depositing, from time to time, of Additional Underlying Securities into the Trust by the Depositor, and except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness. Such additional Certificates may only be issued if they are identical to and fungible with the Certificates and the Additional Underlying Securities are similarly identical to and fungible with the Underlying Securities. (c) The Retained Interest Call Rights will be uncertificated and shall be as described in Schedule II attached hereto. The Retained Interest Call Rights will initially be issued to the Depositor or an affiliate thereof in an initial aggregate amount of $150,000,000 (such amount will increase upon the deposit of Additional Underlying Securities into the Trust by the Depositor) representing the right to call the corresponding amount of Underlying Securities and may be transferred by the Depositor to another party in whole or in part at the sole option of the Depositor without the consent of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest Call Rights will be recorded on the records of the Trustee. On each Distribution the Redemption Date, payments payment will be made on the Retained Interest Call Rights by wire transfer to the account(s) account of holder(s) the holder thereof on the related Record Date as specified in written instructions to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree to any amendment or modification of this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder of the Retained Interest Rights Holder without the consent of the holder of Rights Holder; provided, however, that such consent shall not be necessary if the Retained InterestUnderlying Securities Issuer is then in default.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be by the Initial Supplement is known as the "[NAME OF] Public STEERS(R) Series 1998 IBM-Z2 Trust". The Class A Certificates Trust, Series 199[__]-[SERIES DESIGNATION]", the and Class B Certificates evidencing certain undivided ownership interests therein shall be known as the "[NAME OF] Public STEERS(R) Trust Certificates, Series 199[__]-[SERIES DESIGNATION]"1998 IBM-Z2, the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained InterestClass A Trust Certificates" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto"Public STEERS(R) shall be known as the Trust Certificates, Series 1998 IBM-Z2, Class B Trust Certificates"Series 199[__]-[SERIES DESIGNATION] Call Warrant", respectively. (b) The Class A Certificates and Class B Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. Exhibits B and C, respectively. The Certificates shall be issued in minimum authorized denominations of $1,000 (the "Authorized Denomination") and integral multiples thereof. On each Issue Date, one Class A Certificate and one Class B Certificate may be issued in an amount other than an integral multiple of $1,000 in excess thereofthe Authorized Denomination. Except as provided in the Standard TermsTerms and Section 15(b) hereof, the Trust shall not issue additional Certificates or incur any indebtedness. (c) The Retained Interest will be uncertificated and shall be as described in Schedule II attached hereto. The Retained Interest will be issued to the Depositor and may be transferred by the Depositor to another party at the sole option of the Depositor without the consent of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments commencing on June 1, 1998 and ending on the Final Scheduled Distribution Date (or such earlier date if the maturity of the Underlying Securities is advanced), the Class A Certificates will be made entitled to receive the interest payment, if any, received on the Retained Interest Underlying Securities, which will represent a return of principal on the Class A Certificates and the payment of interest at a rate of 6.415% per annum on the notional principal amount of the Class A Certificates. (d) On the Final Scheduled Distribution Date, the Class B Certificates will be entitled to a distribution of all of the Underlying Securities held by wire transfer the Trust as of such date. On or prior to the account(s) of holder(s) thereof on 60th day preceding the related Record Date as specified in written instructions to the Trustee. Notwithstanding any other provision of this AgreementFinal Scheduled Distribution Date, the Trustee shall not agree to any amendment or modification of this Agreement (including request instructions from the Standard Terms) which would adversely affect in any material respect the holder registered holders of the Retained Interest without Class B Certificates (by delivery of a notice to such registered holders) regarding the consent account or accounts to which transfer of the holder Underlying Securities should be made, and other information relevant to such transfer. (e) Any reference to the principal amount of the Retained InterestCertificates shall be construed as a reference to the amortized amount of the Class A Certificates and the principal amount at maturity of the Class B Certificates, unless otherwise indicated.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates TrustCorporate-Backed Trust Certificates, Series 199[__]-[SERIES DESIGNATION]", the 200_-[ ] Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Corporate Backed Trust Certificates, Series 199[__]-[SERIES DESIGNATION200_-[ ]"." The Certificates shall consist of the Class [A-1] Certificates and the Class [A-2] Certificates (together, the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the Certificates"Series 199[__]-[SERIES DESIGNATION] Call Warrant"). (b) The Class [A-1] Certificates shall be held through have an initial aggregate Certificate Principal Amount of [ ]. The Class [A-2] Certificates are interest-only Certificates, and have a notional principal amount equal to the Depository in book- entry form and shall be substantially in Certificate Principal Amount of the form attached hereto as Exhibit B. The Certificates shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtednessClass [A-1] Certificates. (c) The Retained Interest holders of the Class [A-1] Certificates will be uncertificated and shall be as described in Schedule II attached heretoentitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of [ ]% per annum on the outstanding Certificate Principal Amount of the Class [A-1] Certificates. The Retained Interest holders of the Class [A-2] Certificates will be issued entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of [ ____ ]% per annum on the outstanding notional principal amount of the Class [A-2] Certificates. On [ ________ ], the Trustee will pay to the Depositor the amount of interest accrued on the Underlying Securities from [ ___________ ] to but not including the Closing Date.] (d) The Depositor may sell to the Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days notice to the Trustee and may be transferred by the Depositor to another party at the sole option upon (i) satisfaction of the Depositor without the consent Rating Agency Condition and (ii) delivery of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records an Opinion of the Trustee. On each Distribution Date, payments will be made on the Retained Interest by wire transfer Counsel to the account(s) effect that the sale of holder(s) thereof on such additional Underlying Securities will not materially increase the related Record Date likelihood that the Trust would fail to qualify as specified in written instructions a grantor trust under the Code. Upon such sale to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to any amendment the Depositor, or modification its order, [Class A-1] Certificates in a Certificate Principal Amount, and [Class A-2] Certificates in [a notional amount], equal to the principal amount of such additional Underlying Securities. Any such additional Certificates authenticated and delivered shall have the same terms and rank pari passu with the corresponding classes of Certificates previously issued in accordance with this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder of the Retained Interest without the consent of the holder of the Retained InterestSeries Supplement.

Designation of Trust and Certificates. (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Callable Treasury Strip Trust, Series 199[__]-[SERIES DESIGNATION]", 1997-USTS-1" the Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Callable Treasury Strip Trust Certificates, Series 199[__]-[SERIES DESIGNATION]", 1997-USTS-1" and the Retained Interest Call Rights evidencing certain undivided ownership interests in the remainder rights to purchase all of the Underlying Securities (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the 1997-USTS-1 Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the Rights."Series 199[__]-[SERIES DESIGNATION] Call Warrant". (b) The Certificates shall be held through the Depository in book- book-entry form and shall be substantially in the form attached hereto as Exhibit B. The Certificates shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness. (c) The Retained Interest Call Rights will be uncertificated and shall be as described in Schedule II attached hereto. The Retained Interest Call Rights will initially be issued to the Depositor or an affiliate thereof in an initial aggregate amount of $131,078,000 representing the right to call the corresponding amount of Underlying Securities and may be transferred by the Depositor to another party in whole or in part at the sole option of the Depositor without the consent of the Certificateholders or any other party. The Call Rights are exercisable only at the direction of all of the holders thereof. The beneficial ownership interest in the Retained Interest Call Rights will be recorded on the records of the Trustee. On each Distribution the Redemption Date, payments payment will be made on the Retained Interest Call Rights by wire transfer to the account(s) account of holder(s) the holder thereof on the related Record Date as specified in written instructions to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree to any amendment or modification of this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder of the Retained Interest Rights Holders without the consent of such Rights Holders; provided, however, that such consent shall not be necessary if the holder of the Retained InterestUnderlying Securities Issuer is then in default.