Common use of Designation of Trust and Certificates Clause in Contracts

Designation of Trust and Certificates. The Trust created hereby shall be known as the "Corporate-Backed Trust Certificates, Toys "R" Us Debenture-Backed Series 2001-31 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us Debenture-Backed Series 2001-31." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms attached hereto as Exhibits A-1 and A-2. The Class A-1 Certificates shall be issued in denominations of $10. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this Section, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 Certificates have an initial aggregate certificate principal amount (the "Certificate Principal Amount") of $13,090,000. The Class A-2 Certificates are interest-only Certificates, and have a notional amount equal to the Certificate Principal Amount of the Class A-1 Certificates. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.75% per annum on the outstanding Certificate Principal Amount of the Class A-1 Certificates. The holders of the Class A-2 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 1.00% per annum on the outstanding notional amount of the Class A-2

Designation of Trust and Certificates. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us Bristol-Myers Squibb Debenture-Backed Series 20012002-31 18 Trust." The Certificates evidencing Cxxxxxxxxxxx xvidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us Bristol-Myers Squibb Debenture-Backed Series 20012002-3118." The Certificates shall consist Certifixxxxx xxxxx xonsist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Class A-1 Certificates shall be held through the Depository in book-entry form and shall be substantially in the form attached hereto as Exhibit 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 forms attached hereto as Exhibits A-1 A-2A and A-2. A-2B. The Class A-1 Certificates shall be issued in denominations of $1025. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 100,000 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 Terms 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 consist of 1,007,200 Certificates having an initial aggregate certificate principal amount (the "Certificate Principal AmountBalance") of $13,090,00025,180,000. The Class A-2 Certificates are interest-only Certificates, . Both the Class A-2A Certificates and the Class A-2B Certificates shall have a an initial aggregate notional amount equal to the initial Certificate Principal Amount Balance of the Class A-1 Certificates. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.756.25% per annum on the outstanding Certificate Principal Amount Balance of the Class A-1 Certificates. The holders of the Class A-2 A-2A Certificates will be entitled to receive on each Distribution Date occurring on and prior to the Distribution Date in August 2042, the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 1.000.625% per annum on the outstanding notional amount of the Class A-2A-2A Certificates. The holders of the Class A-2B Certificates will be entitled to receive on each Distribution Date subsequent to the Distribution Date in August 2042, 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-2B Certificates. 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 1, 2002, to but not including the Closing Date; provided, however, that in the event an Optional Exchange Date shall occur prior to February 1, 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 shall be mutually satisfactory to the Depositor and 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 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 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 Standard Terms to be made on the Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by the Trustee shall be held on the same terms and conditions. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, Class A-1 Certificates in a Certificate Principal Balance, and Class A-2A Certificates and Class A-2B Certificates in a notional amount, equal to the principal amount of such additional Underlying Securities, and the Call Warrants related thereto. Any such additional Class A-1 Certificates, Class A-2A Certificates and Class A-2B 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 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 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

Designation of Trust and Certificates. (a) The Trust created hereby shall be known as the "Corporate-Backed PREFERREDPLUS Trust Certificates, Toys "R" Us Debenture-Backed Series 2001-31 Trust." BLC-1. The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us Debenture-Backed Series 2001-31." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The PREFERREDPLUS 7.875% Trust is also issuing call warrants with respect to the Certificates ("Call Warrants")Series BLC-1. (ab) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 and A-2. Exhibit B. The Class A-1 Certificates shall be issued in authorized denominations of $10. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 25 and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this SectionTerms, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 ; 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 have an initial aggregate certificate principal amount (the "Certificate Principal Amount"in accordance with Section 5.12(a) of $13,090,000. The Class A-2 Certificates are interest-only Certificatesthe Standard Terms except that clauses (v), (vi) and have a notional amount equal (vii) of Section 5.12(a) shall not apply to the Certificate Principal Amount of the Class A-1 Certificatesthis Series. (c) The holders of On each Distribution Date, commencing on September 15, 2001 and ending on the Class A-1 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 entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest distributions at a rate of 7.757.875% per annum on the outstanding Certificate Principal Amount stated amount of the Class A-1 Certificates. The holders of . (d) On the Class A-2 Final Scheduled Distribution Date, the Certificates will be entitled to receive on each Distribution Date a distribution of the interest, if any, received on the aggregate principal amount of such Underlying Securities, . (e) Any reference to the extent necessary to pay interest at a rate of 1.00% per annum on the outstanding notional principal amount of the Class A-2Certificates shall be construed as a reference to the stated amount of the Certificates, unless otherwise indicated.

Designation of Trust and Certificates. The Trust created hereby shall be known as the "Corporate-Backed Trust Certificates, Toys "R" Us Royal Caribbean Debenture-Backed Series 2001-31 30 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us Royal Caribbean Debenture-Backed Series 2001-3130." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms attached hereto as Exhibits A-1 and A-2. The Class A-1 Certificates shall be issued in denominations of $10. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this Section, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 Certificates have an initial aggregate certificate principal amount of $21,292,530.00, and the Class A-2 Certificates have an initial aggregate certificate principal amount of $4,772,470.00 (the each, a "Certificate Principal Amount") of $13,090,000. The Class A-2 Certificates are interest-only Certificates, and have a notional amount equal to the Certificate Principal Amount of the Class A-1 Certificates). (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.758.875% per annum on the outstanding Certificate Principal Amount of the Class A-1 Certificates. The holders of the Class A-2 Certificates shall not bear interest. On September 15, 2001, the Trustee will be entitled pay to receive the Depositor the amount of interest accrued and paid on each Distribution Date the Underlying Securities from March 15, 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 Class A-1 Certificates in respect of accrued interest, if any, received of any proceeds from the recovery on the Underlying Securities, . (d) The Depositor may sell to the extent necessary Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days notice to pay interest at the Trustee and upon (i) satisfaction of the Rating Agency Condition and (ii) delivery of an Opinion of Counsel to the effect that the sale of such additional Underlying Securities will not materially increase the likelihood that the Trust would fail to qualify as a rate of 1.00% per annum grantor trust under the Code. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, Class A-1 Certificates and Class A-2 Certificates in the outstanding notional same proportion as the original Class A-1 Certificates and Class A-2 Certificates, with an aggregate Certificate Principal Amount equal to the principal amount of such additional Underlying Securities, and the Call Warrants related thereto. Any such additional Class A-2A-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) As a condition precedent for transferring the Call Warrants, the prospective transferee shall be required to deliver to the Trustee and the Depositor an executed copy of the Investment Letter (set forth in Exhibit C hereto).

Designation of Trust and Certificates. (a) The Trust created hereby shall be known as the "Corporate-Backed PREFERREDPLUS Trust Certificates, Toys "R" Us Debenture-Backed Series 2001-31 Trust." WCM-1. The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us Debenture-Backed Series 2001-31." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The PREFERREDPLUS 7.75% Trust is also issuing call warrants with respect to the Certificates ("Call Warrants")Series WCM-1. (ab) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 and A-2. Exhibit B. The Class A-1 Certificates shall be issued in authorized denominations of $10. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 25 (the "Authorized Denomination") and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this SectionTerms, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 ; 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 have an initial aggregate certificate principal amount (the "Certificate Principal Amount"in accordance with Section 5.12(a) of $13,090,000. The Class A-2 Certificates are interest-only Certificatesthe Standard Terms except that clauses (v), (vi) and have a notional amount equal (vii) of Section 5.12(a) shall not apply to the Certificate Principal Amount of the Class A-1 Certificatesthis Series. (c) The holders of On each Distribution Date, commencing on August 15, 2001 and ending on the Class A-1 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 entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest distributions at a rate of 7.75% per annum on the outstanding Certificate Principal Amount stated amount of the Class A-1 Certificates. The holders of . (d) On the Class A-2 Final Scheduled Distribution Date, the Certificates will be entitled to receive on each Distribution Date a distribution of the interest, if any, received on the aggregate principle amount of such Underlying Securities, . (e) Any reference to the extent necessary to pay interest at a rate of 1.00% per annum on the outstanding notional principal amount of the Class A-2Certificates shall be construed as a reference to the stated amount of the Certificates, unless otherwise indicated.

Designation of Trust and Certificates. (a) The Trust created hereby shall be known as the "Corporate-Backed PREFERREDPLUS Trust Certificates, Toys Series CCR-1"R" Us Debenture-Backed Series 2001-31 Trust." . The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us Debenture-Backed Series 2001-31." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The PREFERREDPLUS 8.05% Trust is also issuing call warrants with respect to the Certificates ("Call Warrants")Series CCR-1. (ab) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 and A-2. Exhibit B. The Class A-1 Certificates shall be issued in authorized denominations of $10. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 25 (the "Authorized Denomination") and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this SectionTerms, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 ; 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 have an initial aggregate certificate principal amount (the "Certificate Principal Amount"in accordance with Section 5.12(a) of $13,090,000. The Class A-2 Certificates are interest-only Certificatesthe Standard Terms except that clauses (v), (vi) and have a notional amount equal (vii) of Section 5.12(a) shall not apply to the Certificate Principal Amount of the Class A-1 Certificatesthis Series. (c) The holders of On each Distribution Date, commencing on June 15, 2001 and ending on the Class A-1 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 entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest distributions at a rate of 7.758.05% per annum on the outstanding Certificate Principal Amount stated amount of the Class A-1 Certificates. The holders of . (d) On the Class A-2 Final Scheduled Distribution Date, the Certificates will be entitled to receive on each Distribution Date a distribution of the interest, if any, received on the Underlying Securities, stated amount of such Certificates. (e) Any reference to the extent necessary to pay interest at a rate of 1.00% per annum on the outstanding notional principal amount of the Class A-2Certificates shall be construed as a reference to the stated amount of the Certificates, unless otherwise indicated.

Designation of Trust and Certificates. (a) The Trust created hereby shall be known as the "Corporate-Backed PPLUS Trust Certificates, Toys Series GSC-3"R" Us Debenture-Backed Series 2001-31 Trust." . The Class A Certificates and Class B Certificates evidencing certain undivided ownership interests therein shall be known as the "Corporate Backed PPLUS Class A 6.00% Trust Certificates, Toys "RCertificates Series GSC-3" Us Debenture-Backed Series 2001-31." The Certificates shall consist of the Class A-1 Certificates and the "PPLUS Class A-2 B 0.345% Trust Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants")Series GSC-3," respectively. (ab) The Class A Certificates and Class B Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 B and A-2C, respectively. The Class A-1 A Certificates shall be issued in authorized denominations of $10. The 25 and integral multiples thereof and the Class A-2 B Certificates shall be issued in minimum with a notional denominations principal amount of $1,000 25 and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this SectionTerms, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 Certificates have an initial aggregate certificate principal amount (the "Certificate Principal Amount") of $13,090,000. The Class A-2 Certificates are interest-only Certificates, and have a notional amount equal Notwithstanding anything to the Certificate Principal Amount contrary in the Trust Agreement, the Depositor may not increase the amount of the Class A-1 Underlying Securities in the Trust and the Trust may not issue a corresponding amount of additional Certificates. (c) The holders of the Class A-1 A Certificates will be entitled to receive (i) on each Distribution Date the interestDate, if anycommencing on February 15, received 2005 and ending on the Final Scheduled Distribution Date, or such earlier date if the Underlying Securities, Securities are redeemed prior to the extent necessary to pay interest Final Scheduled Distribution Date, distributions at a rate of 7.756.00% per annum on the outstanding Certificate Principal Amount stated amount of the Class A-1 Certificates. The holders A Certificates and (ii) on the Final Scheduled Distribution Date, a distribution of the aggregate principal amount of the Underlying Securities. (d) On each Distribution Date, the Class A-2 B 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 distribution of 1.000.345% per annum on multiplied by the outstanding notional principal amount of the Class A-2B Certificates (the "Class B Payments"). (e) Any reference to the principal amount of the Certificates shall be construed as a reference to the stated amount of the Class A Certificates and/or the notional principal amount of the Class B Certificates, unless otherwise indicated.

Designation of Trust and Certificates. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us DebenturePrudential Financial Note-Backed Series 20012003-31 20 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us DebenturePrudential Financial Note-Backed Series 20012003-3120." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Class A-1 Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 Exhibit 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 $1025. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 100,000 and in 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 Terms 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 shall consist initially of 1,418,333 Certificates having an initial aggregate certificate principal amount balance (the "Certificate Principal AmountBalance") of $13,090,00037,000,000. The Class A-2 Certificates Certificates, which are interestprincipal-only Certificates, and have a notional amount equal to the an initial aggregate Certificate Principal Amount Balance of the Class A-1 Certificates$1,541,675. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.756.00% per annum on the outstanding Certificate Principal Amount Balance of the Class A-1 Certificates. The holders of the Class A-2 Certificates will not be entitled to receive on each distributions of interest. On the Distribution Date occurring in January 2004, the Trustee shall cause the Trust to pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from July 15, 2003, to but not including the Closing Date; provided, however, that in the event an Optional Exchange shall occur prior to the Distribution Date in January 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 three Business Days' notice to the Trustee (or such shorter period as shall be mutually satisfactory to the Depositor and 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 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 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 Standard Terms to be made on the Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by the Trustee shall be held on the same terms and conditions. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, (x) Class A-1 Certificates and Class A-2 Certificates in the same proportion to the additional Underlying Securities and to each other as exists with respect to the original Class A-1 Certificates and Class A-2 Certificates, and (y) Call Warrants related to such additional Class A-1 Certificates and Class A-2 Certificates 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, received on as may be required by a change in applicable securities laws (the Underlying Securities"Resale Restriction Termination Date") unless such offer, resale, assignment or transfer is (i) to the extent necessary Trust, (ii) pursuant to pay interest at an effective registration statement under the Securities Act, (iii) to a rate 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 1.00% per annum on cases (i) through (iv), in accordance with any applicable securities laws of any state of the outstanding notional United States and other jurisdictions. 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 Class 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-2A-2 Certificates held in book-entry form by an amount equal to the aggregate principal 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. 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 any transfer to an Accredited Investor), 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 from it of the resale 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 "Corporate-Backed PPLUS Trust Certificates, Toys "R" Us Debenture-Backed Series 2001-31 TrustSPR-1." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us Debenture-Backed Series 2001-31." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "CertificatesPPLUS 7.00% Trust Certificates Series SPR-1."). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (ab) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 and A-2. Exhibit B. The Class A-1 Certificates shall be issued in authorized denominations of $10. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 25 and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this SectionTerms, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 ; 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 have an initial aggregate certificate principal amount (the "Certificate Principal Amount"in accordance with Section 5.12(a) of $13,090,000. The Class A-2 Certificates are interest-only Certificatesthe Standard Terms except that clauses (v), (vi) and have (vii) of Section 5.12(a) shall not apply to this Series and a notional amount equal to the Certificate Principal Amount corresponding number of additional Warrants in accordance with Article I of the Class A-1 CertificatesWarrant Agreement. (c) The holders of On each Distribution Date, commencing on May 15, 2004 and ending on the Class A-1 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 entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest distributions at a rate of 7.757.00% per annum on the outstanding Certificate Principal Amount stated amount of the Class A-1 Certificates. The holders of . (d) On the Class A-2 Final Scheduled Distribution Date, the Certificates will be entitled to receive on each Distribution Date a distribution of the interest, if any, received on the aggregate principal amount of such Underlying Securities, . (e) Any reference to the extent necessary to pay interest at a rate of 1.00% per annum on the outstanding notional principal amount of the Class A-2Certificates shall be construed as a reference to the stated amount of the Certificates, unless otherwise indicated.

Designation of Trust and Certificates. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us DebentureGeneral Electric Capital Services Note-Backed Series 20012002-31 5 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us DebentureGeneral Electric Capital Services Note-Backed Series 20012002-315." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms attached hereto as Exhibits A-1 and A-2. The Class A-1 Certificates shall be issued in denominations of $1025. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 100,000 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 Terms 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 consist of 4,663,800 Certificates having an initial aggregate certificate principal amount (the "Certificate Principal AmountBalance") of $13,090,000116,595,000. The Class A-2 Certificates are interest-only Certificates, and have a an initial aggregate notional amount equal to the initial Certificate Principal Amount Balance of the Class A-1 Certificates. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.756.80% per annum on the outstanding Certificate Principal Amount 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 1.000.70% per annum on the outstanding notional amount of the Class A-2A-2 Certificates. On August 21, 2002, the Trustee will pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from February 21, 2002, to but not including the Closing Date; provided, however, that in the event an Optional Exchange Date shall occur prior to August 21, 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)(ix) 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 shall be mutually satisfactory to the Depositor and 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 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 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 Standard Terms to be made on the Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by the Trustee shall be held on the same terms and conditions. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, 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 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) As a condition precedent for transferring the Call Warrants, the prospective transferee shall be required to deliver to the Trustee and the Depositor an executed copy of the Investment Letter (set forth in Exhibit C hereto).

Designation of Trust and Certificates. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us DebentureCIT Capital Trust I Securities-Backed Series 20012002-31 15 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us DebentureCIT Capital Trust I Securities-Backed Series 20012002-3115." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Certificates shall initially be held through the Depository in book-entry form and shall be substantially in the forms attached hereto as Exhibits A-1 and A-2. The Class A-1 Certificates shall be issued in denominations of $1025. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 100,000 aggregate principal amount and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this Section, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 Certificates have an initial aggregate certificate principal amount (the "Certificate Principal Amount") of $13,090,00025,000,000. The Class A-2 Certificates are interestprincipal-only Certificates, and have a notional amount equal to the an initial aggregate Certificate Principal Amount of the Class A-1 Certificates$163,000. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.75% per annum on the outstanding Certificate Principal Amount of the Class A-1 Certificates. The holders of the Class A-2 Certificates will not be entitled to receive on each interest. On the Distribution Date occurring in August 2002, the Trustee shall cause the Trust to pay Lehman ABS an amount equal to interest accrued and paid xx xxx Underlying Securities from February 15, 2002 to, but excluding, the original issue date of the Certificates; provided, however, that in the event an Optional Exchange shall occur prior to the Distribution Date in August 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 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 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 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 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 Standard Terms to be made on the Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by the Trustee shall be held on the same terms and conditions. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, Class A-1 Certificates in a Certificate Principal Amount, and Class A-2 Certificates in a Certificate Principal Amount, equal to the principal amount of such additional Underlying Securities. 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, received on as may be required by a change in applicable securities laws (the Underlying Securities"Resale Restriction Termination Date") unless such offer, resale, assignment or transfer is (i) to the extent necessary Trust, (ii) pursuant to pay interest at an effective registration statement under the Securities Act, (iii) to a rate 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 1.00% per annum on the outstanding notional amount cases (i) through (iv), in accordance with any applicable securities laws of any state of the United States and other jurisdictions. Prior to any offer, resale, assignment or transfer of any Class A-2A-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 B hereto. 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). 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, 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 from it of the resale 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. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us DebentureCIT Capital Trust I Securities-Backed Series 20012003-31 9 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us DebentureCIT Capital Trust I Securities-Backed Series 20012003-319." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Class A-1 Certificates shall be held through the Depository in book-entry form and shall be substantially in the form attached hereto as Exhibit A-1. The Class A-2A Certificates and the Class A-2B 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 forms attached hereto as Exhibits A-1 Exhibit A-2A and A-2. Exhibit A-2B. The Class A-1 Certificates shall be issued in denominations of $1025. The Class A-2 A-2A Certificates and the Class A-2B Certificates shall be issued in minimum notional denominations of $1,000 100,000 and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this Section, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 Certificates have consist of 1,000,000 Certificates having an initial aggregate certificate principal amount (the "Certificate Principal AmountBalance") of $13,090,00025,000,000. The Class A-2 A-2A Certificates are interest-only Certificates, Certificates and shall have a an initial aggregate notional amount equal to the Certificate Principal Amount principal amount of Underlying Securities held by the Trust. The Class A-1 CertificatesA-2B Certificates are interest-only Certificates and shall have an initial aggregate notional amount equal to the principal amount of Underlying Securities held by the Trust. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.756.75% per annum on the outstanding Certificate Principal Amount Balance of the Class A-1 Certificates. The holders of the Class A-2 A-2A Certificates will be entitled to receive on each Distribution Date occurring on or prior to the Final Scheduled A-2A Distribution Date, the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 1.000.95% per annum on the outstanding notional amount of the Class A-2A-2A Certificates, which notional amount shall be equal to the outstanding principal amount of Underlying Securities held by the Trust. The holders of the Class A-2B Certificates will be entitled to receive on each Distribution Date subsequent to the Final Schedule A-2A Distribution Date, the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 0.95% per annum on the outstanding notional amount of the Class A-2B Certificates, which notional amount shall be equal to the outstanding principal amount of Underlying Securities held by the Trust. On the Distribution Date occurring in August 2003, the Trustee shall cause the Trust to pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from February 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 August 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 shall be mutually satisfactory to the Depositor and 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 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 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 Standard Terms to be made on the Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by the Trustee shall be held on the same terms and conditions. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, Class A-1 Certificates in a Certificate Principal Balance, Class A-2A Certificates in a notional amount, and Class A-2B Certificates in a notional amount, equal to the principal amount of such additional Underlying Securities. Any such additional Class A-1 Certificates, Class A-2A Certificates and Class A-2B 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 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 B 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 any transfer to an Accredited Investor), 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 from it of the resale 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 "Corporate-Backed PREFERREDPLUS Trust Certificates, Toys "R" Us Debenture-Backed Series 2001-31 Trust." CTR-1. The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us Debenture-Backed Series 2001-31." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "CertificatesPREFERREDPLUS 8.00% Trust Certificates Series CTR-1"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (ab) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 and A-2. Exhibit B. The Class A-1 Certificates shall be issued in authorized denominations of $10. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 25 and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this SectionTerms, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 ; 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 have an initial aggregate certificate principal amount (the "Certificate Principal Amount"in accordance with Section 5.12(a) of $13,090,000. The Class A-2 Certificates are interest-only Certificatesthe Standard Terms except that clauses (v), (vi) and have a notional amount equal (vii) of Section 5.12(a) shall not apply to the Certificate Principal Amount of the Class A-1 Certificatesthis Series. (c) The holders of On each Distribution Date, commencing on December 15, 2001 and ending on the Class A-1 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 entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest distributions at a rate of 7.758.00% per annum on the outstanding Certificate Principal Amount stated amount of the Class A-1 Certificates. The holders of . (d) On the Class A-2 Final Scheduled Distribution Date, the Certificates will be entitled to receive on each Distribution Date a distribution of the interest, if any, received on the aggregate principal amount of such Underlying Securities, . (e) Any reference to the extent necessary to pay interest at a rate of 1.00% per annum on the outstanding notional principal amount of the Class A-2Certificates shall be construed as a reference to the stated amount of the Certificates, unless otherwise indicated.

Designation of Trust and Certificates. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us Ford Motor Co. Debenture-Backed Series 2001-31 36 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us Ford Motor Co. Debenture-Backed Series 2001-3136." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms attached hereto as Exhibits A-1 and A-2. The Class A-1 Certificates shall be issued in denominations of $1025. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this Section, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 Certificates have an initial aggregate certificate principal amount (the "Certificate Principal Amount") of $13,090,00033,000,000. The Class A-2 Certificates are interest-only Certificates, and have a notional amount equal to the Certificate Principal Amount of the Class A-1 Certificates. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.757.55% per annum on the outstanding Certificate Principal Amount of the Class A-1 Certificates. The holders of the Class A-2 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 1.000.15% per annum on the outstanding notional amount of the Class A-2A-2 Certificates. (d) The Depositor may sell to the Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days notice to the Trustee and upon (i) satisfaction of the Rating Agency Condition and (ii) delivery of an Opinion of Counsel to the effect that the sale of such additional Underlying Securities will not materially increase the likelihood that the Trust would fail to qualify as a grantor trust under the Code. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on 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, 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) As a condition precedent for transferring the Call Warrants, the prospective transferee shall be required to deliver to the Trustee and the Depositor an executed copy of the Investment Letter (set forth in Exhibit C hereto).

Designation of Trust and Certificates. (a) The Trust created hereby shall be known as the "CorporatePREFERREDPLUS Trust Series BLS-Backed Trust Certificates, Toys l"R" Us Debenture-Backed Series 2001-31 Trust." . The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us Debenture-Backed Series 2001-31." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The PREFERREDPLUS 7.30% Trust is also issuing call warrants with respect to the Certificates ("Call Warrants")Series BLS-1. (ab) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 and A-2. Exhibit B. The Class A-1 Certificates shall be issued in authorized denominations of $10. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 25 (the "Authorized Denomination") and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this SectionTerms, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 ; 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 have an initial aggregate certificate principal amount (the "Certificate Principal Amount"in accordance with Section 5.12(a) of $13,090,000. The Class A-2 Certificates are interest-only Certificatesthe Standard Terms except that clauses (v), (vi) and have a notional amount equal (vii) of Section 5.12(a) shall not apply to the Certificate Principal Amount of the Class A-1 Certificatesthis Series. (c) The holders of On each Distribution Date, commencing on June 1, 2001 and ending on the Class A-1 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 entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest distributions at a rate of 7.757.30% per annum on the outstanding Certificate Principal Amount stated amount of the Class A-1 Certificates. The holders of . (d) On the Class A-2 Final Scheduled Distribution Date, the Certificates will be entitled to receive on each Distribution Date a distribution of the interest, if any, received on the Underlying Securities, stated amount of such Certificates. (e) Any reference to the extent necessary to pay interest at a rate of 1.00% per annum on the outstanding notional principal amount of the Class A-2Certificates shall be construed as a reference to the stated amount of the Certificates, unless otherwise indicated.

Designation of Trust and Certificates. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us BellSouth Telecommunications Debenture-Backed Series 20012003-31 14 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us BellSouth Telecommunications Debenture-Backed Series 20012003-3114." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Class A-1 Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 Exhibit 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 $1025. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 125 and in integral multiples of $1 in excess thereof; provided, however, that (i) each Class A-2 Certificate may only be transferred with other Class A-2 Certificates which together have an aggregate principal balance equal to, or greater than, $100,000 and (ii) 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 Terms 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 shall consist initially of 1,031,510 Certificates having an initial aggregate certificate principal amount balance (the "Certificate Principal AmountBalance") of $13,090,00025,787,750. The Class A-2 Certificates Certificates, which are interestprincipal-only Certificates, and have a notional amount equal to the an initial aggregate Certificate Principal Amount Balance of the Class A-1 Certificates$1,212,250. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.756.125% per annum on the outstanding Certificate Principal Amount Balance of the Class A-1 Certificates. The holders of the Class A-2 Certificates will not be entitled to receive on each interest. 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 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 three Business Days' notice to the Trustee (or such shorter period as shall be mutually satisfactory to the Depositor and 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 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 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 Standard Terms to be made on the Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by the Trustee shall be held on the same terms and conditions. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, (x) Class A-1 Certificates and Class A-2 Certificates in the same proportion to the additional Underlying Securities and to each other as exists with respect to the original Class A-1 Certificates and Class A-2 Certificates, and (y) Call Warrants related to such additional Class A-1 Certificates and Class A-2 Certificates 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) unless such Class A-2 Certificate shall be transferred with other Class A-2 Certificates which together have an aggregate Certificate Principal Balance equal to, or greater than, $100,000. In addition, 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, received on as may be required by a change in applicable securities laws (the Underlying Securities"Resale Restriction Termination Date") unless such offer, resale, assignment or transfer is (i) to the extent necessary Trust, (ii) pursuant to pay interest at an effective registration statement under the Securities Act, (iii) to a rate 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 1.00% per annum on cases (i) through (iv), in accordance with any applicable securities laws of any state of the outstanding notional United States and other jurisdictions. 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 Class 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-2A-2 Certificates held in book-entry form by an amount equal to the aggregate principal 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. 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 any transfer to an Accredited Investor), 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 from it of the resale 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. THIS CLASS A-2 CERTIFICATE IS ONLY TRANSFERABLE IF TRANSFERRED WITH OTHER CLASS A-2 CERTIFICATES WHICH, TOGETHER WITH THIS CERTIFICATE, HAVE AN AGGREGATE PRINCIPAL BALANCE EQUAL TO, OR GREATER THAN, $100,000. 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. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us DebentureSears Roebuck Acceptance Note-Backed Series 20012003-31 5 Trust." The Certificates evidencing Certifixxxxx xvidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us DebentureSears Roebuck Acceptance Note-Backed Series 20012003-315." The Certificates shall consist xxxxx xonsist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Certificates shall initially be held through the Depository in book-entry form and shall be substantially in the forms attached hereto as Exhibits A-1 and A-2. The Class A-1 Certificates shall be issued in denominations of $1025. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 100,000 aggregate principal amount 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 Terms 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 amount balance (the "Certificate Principal AmountBalance") of $13,090,000. The 27,484,000 and the Class A-2 Certificates are interestprincipal-only Certificates, and have a notional amount equal to the an initial aggregate Certificate Principal Amount Balance of the Class A-1 Certificates$2,454,000. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.757.625% per annum on the outstanding Certificate Principal Amount Balance of the Class A-1 Certificates. The holders of the Class A-2 Certificates will not be entitled to receive on each interest. On the Distribution Date occurring in June 2003, the Trustee shall cause the Trust to pay to Lehman ABS an amount equal to interest accrued and paid on the Uxxxxxxing Securities from December 1, 2003, 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 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 shall be mutually satisfactory to the Depositor and 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 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 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 Standard Terms to be made on the Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by the Trustee shall be held on the same terms and conditions. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, 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, received on as may be required by a change in applicable securities laws (the Underlying Securities"Resale Restriction Termination Date") unless such offer, resale, assignment or transfer is (i) to the extent necessary Trust, (ii) pursuant to pay interest at an effective registration statement under the Securities Act, (iii) to a rate 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 1.00% per annum on cases (i) through (iv), in accordance with any applicable securities laws of any state of the outstanding notional United States and other jurisdictions. 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. 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-2A-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 any transfer to an Accredited Investor), 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 from it of the resale 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. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us DebentureAT&T Wireless Services Note-Backed Series 20012002-31 7 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us DebentureAT&T Wireless Services Note-Backed Series 20012002-317." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms attached hereto as Exhibits A-1 and A-2. The Class A-1 Certificates shall be issued in denominations of $1025. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 100,000 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 Terms 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 consist of 1,200,000 Certificates having an initial aggregate certificate principal amount (the "Certificate Principal AmountBalance") of $13,090,00030,000,000. The Class A-2 Certificates are interest-only Certificates, and shall have a an initial aggregate notional amount equal to the initial Certificate Principal Amount Balance of the Class A-1 Certificates. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.758.00% per annum on the outstanding Certificate Principal Amount 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 1.000.75% per annum on the outstanding notional amount of the Class A-2

Designation of Trust and Certificates. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us DebentureVerizon Global Funding Corp. Note-Backed Series 20012002-31 16 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us DebentureVerizon Global Funding Corp. Note-Backed Series 20012002-3116." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms attached hereto as Exhibits A-1 and A-2. The Class A-1 Certificates shall be issued in denominations of $1025. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 100,000 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 Terms 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 consist of 2,207,600 Certificates having an initial aggregate certificate principal amount (the "Certificate Principal AmountBalance") of $13,090,00055,190,000. The Class A-2 Certificates are interest-only Certificates, and shall have a an initial aggregate notional amount equal to the initial Certificate Principal Amount Balance of the Class A-1 Certificates. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.757.625% per annum on the outstanding Certificate Principal Amount 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 1.000.125% per annum on the outstanding notional amount of the Class A-2A-2 Certificates. On the Distribution Date occurring in December 2002, the Trustee shall cause the Trust to pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from June 1, 2002, to but not including the Closing Date; provided, however, that in the event an Optional Exchange Date shall occur prior to December 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)(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 shall be mutually satisfactory to the Depositor and 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 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 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 Standard Terms to be made on the Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by the Trustee shall be held on the same terms and conditions. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, 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 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, 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 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. 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). 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, 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 from it of the resale 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 "Corporate-Backed PREFERREDPLUS Trust Certificates, Toys "R" Us Debenture-Backed Series 2001-31 Trust." ATT-1. The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us Debenture-Backed Series 2001-31." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The PREFERREDPLUS 7.35% Trust is also issuing call warrants with respect to the Certificates ("Call Warrants")Series ATT-1. (ab) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 and A-2. Exhibit B. The Class A-1 Certificates shall be issued in authorized denominations of $10. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 25 (the "Authorized Denomination") and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this SectionTerms, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 ; 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 have an initial aggregate certificate principal amount (the "Certificate Principal Amount"in accordance with Section 5.12(a) of $13,090,000. The Class A-2 Certificates are interest-only Certificatesthe Standard Terms except that clauses (v), (vi) and have a notional amount equal (vii) of Section 5.12(a) shall not apply to the Certificate Principal Amount of the Class A-1 Certificatesthis Series. (c) The holders of On each Distribution Date, commencing on September 15, 2001 and ending on the Class A-1 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 entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest distributions at a rate of 7.757.35% per annum on the outstanding Certificate Principal Amount stated amount of the Class A-1 Certificates. The holders of . (d) On the Class A-2 Final Scheduled Distribution Date, the Certificates will be entitled to receive on each Distribution Date a distribution of the interest, if any, received on the aggregate principle amount of such Underlying Securities, . (e) Any reference to the extent necessary to pay interest at a rate of 1.00% per annum on the outstanding notional principal amount of the Class A-2Certificates shall be construed as a reference to the stated amount of the Certificates, unless otherwise indicated.

Designation of Trust and Certificates. (a) The Trust created hereby shall be known as the "Corporate-Backed PPLUS Trust Certificates, Toys Series PMC-1"R" Us Debenture-Backed Series 2001-31 Trust." . The Class A Certificates and Class B Certificates evidencing certain undivided ownership interests therein shall be known as the "Corporate Backed PPLUS Class A 6.50% Trust Certificates, Toys "RCertificates Series PMC-1" Us Debenture-Backed Series 2001-31." The Certificates shall consist of the Class A-1 Certificates and the "PPLUS Class A-2 B 1.25% Trust Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants")Series PMC-1," respectively. (ab) The Class A Certificates and Class B Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 B and A-2C, respectively. The Class A-1 A Certificates shall be issued in authorized denominations of $10. The 25 and integral multiples thereof and the Class A-2 B Certificates shall be issued in minimum with a notional denominations principal amount of $1,000 25 and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this SectionTerms, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 ; 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 have an initial aggregate certificate principal amount (the "Certificate Principal Amount"in accordance with Section 5.12(a) of $13,090,000. The Class A-2 Certificates are interest-only Certificatesthe Standard Terms except that clauses (v), (vi) and have (vii) of Section 5.12(a) shall not apply to this Series and a notional amount equal to the Certificate Principal Amount corresponding number of additional Warrants in accordance with Article I of the Class A-1 CertificatesWarrant Agreement. (c) The holders of the Class A-1 A Certificates will be entitled to receive (i) on each Distribution Date the interestDate, if anycommencing on July 15, received 2003 and ending on the Underlying SecuritiesFinal Scheduled Distribution Date, to the extent necessary to pay interest distributions at a rate of 7.756.50% per annum on the outstanding Certificate Principal Amount stated amount of the Class A-1 Certificates. The holders A Certificates and (ii) on the Final Scheduled Distribution Date, a distribution of the aggregate principal amount of the Underlying Securities. (d) On each Distribution Date, the Class A-2 B 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 distribution of 1.001.25% per annum on multiplied by the outstanding notional principal amount of the Class A-2B Certificates (the "Class B Payments"). (e) Any reference to the principal amount of the Certificates shall be construed as a reference to the stated amount of the Class A Certificates and/or the notional principal amount of the Class B Certificates, unless otherwise indicated.

Designation of Trust and Certificates. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us DebentureAT&T Note-Backed Series 20012004-31 2 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us DebentureAT&T Note-Backed Series 20012004-312." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Class A-1 Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 Exhibit 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 $1025. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 100,000 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 Terms 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 shall consist initially of 2,000,000 Certificates having an initial aggregate certificate principal amount balance (the "Certificate Principal AmountBalance") of $13,090,00050,000,000. The Class A-2 Certificates are interest-only Certificates, Certificates and shall have a an initial aggregate notional amount equal to the initial Certificate Principal Amount Balance of the Class A-1 Certificates. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.75% per annum the applicable Class A-1 Rate on the outstanding Certificate Principal Amount 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 1.002.00% per annum (the "Class A-2 Rate") on the outstanding notional amount of the Class A-2A-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 May 2004, the Trustee shall cause the Trust to pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from November 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 May 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 shall be mutually satisfactory to the Depositor and 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 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 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 Standard Terms to be made on the Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by the Trustee shall be held on the same terms and conditions. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, 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 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 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 any transfer to an Accredited Investor), 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 from it of the resale 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. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us BellSouth Capital Funding Debenture-Backed Series 20012003-31 2 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us BellSouth Capital Funding Debenture-Backed Series 20012003-312." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Class A-1 Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 Exhibit 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 $1025. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 100,000 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 Terms 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 consist of 1,056,000 Certificates having an initial aggregate certificate principal amount (the "Certificate Principal AmountBalance") of $13,090,00026,400,000. The Class A-2 Certificates are interest-only Certificates, and shall have a an initial aggregate notional amount equal to the initial Certificate Principal Amount Balance of the Class A-1 Certificates. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.756.00% per annum on the outstanding Certificate Principal Amount 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 1.001.12% per annum on the outstanding notional amount of the Class A-2A-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 July 2003, the Trustee shall cause the Trust to pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from January 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 July 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 shall be mutually satisfactory to the Depositor and 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 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 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 Standard Terms to be made on the Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by the Trustee shall be held on the same terms and conditions. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, 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 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 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 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 any transfer to an Accredited Investor), 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 from it of the resale 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 "Corporate-Backed PPLUS Trust Certificates, Toys Series LMG-3"R" Us Debenture-Backed Series 2001-31 Trust." . The Class A Certificates and Class B Certificates evidencing certain undivided ownership interests therein shall be known as the "Corporate Backed PPLUS Class A 7.00% Trust Certificates, Toys "RCertificates Series LMG-3" Us Debenture-Backed Series 2001-31." The Certificates shall consist of the Class A-1 Certificates and the "PPLUS Class A-2 B 1.25% Trust Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants")Series LMG-3," respectively. (ab) The Class A Certificates and Class B Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 B and A-2C, respectively. The Class A-1 A Certificates shall be issued in authorized denominations of $10. The 25.00 and integral multiples thereof and the Class A-2 B Certificates shall be issued in minimum with a notional denominations principal amount of $1,000 25.00 and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this SectionTerms, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 ; 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 have an initial aggregate certificate principal amount (the "Certificate Principal Amount"in accordance with Section 5.12(a) of $13,090,000. The Class A-2 Certificates are interest-only Certificatesthe Standard Terms except that clauses (v), (vi) and have (vii) of Section 5.12(a) shall not apply to this Series and a notional amount equal to the Certificate Principal Amount corresponding number of additional Warrants in accordance with Article I of the Class A-1 CertificatesWarrant Agreement. (c) The holders of the Class A-1 A Certificates will be entitled to receive (i) on each Distribution Date the interestDate, if anycommencing on February 1, received 2005 and ending on the Final Scheduled Distribution Date, or such earlier date if the Underlying Securities, Securities are redeemed prior to the extent necessary to pay interest Final Scheduled Distribution Date, distributions at a rate of 7.757.00% per annum on the outstanding Certificate Principal Amount stated amount of the Class A-1 Certificates. The holders A Certificates and (ii) on the Final Scheduled Distribution Date, a distribution of the aggregate principal amount of the Underlying Securities. (d) On each Distribution Date, the Class A-2 B 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 distribution of 1.001.25% per annum on multiplied by the outstanding notional principal amount of the Class A-2B Certificates (the "Class B Payments"). (e) Any reference to the principal amount of the Certificates shall be construed as a reference to the stated amount of the Class A Certificates and/or the notional principal amount of the Class B Certificates, unless otherwise indicated.

Designation of Trust and Certificates. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us DaimlerChrysler Debenture-Backed Series 20012002-31 4 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us DaimlerChrysler Debenture-Backed Series 20012002-314." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 a single class of Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 and A-2. Exhibit A. The Class A-1 Certificates shall be issued in denominations of $10. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 and integral multiples of $1 in excess thereof25. Except as provided in the Standard Terms 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 amount (the "Certificate Principal Amount") Balance of $13,090,000. The Class A-2 Certificates are interest-only Certificates, and have a notional amount equal to the Certificate Principal Amount of the Class A-1 Certificates87,650,400. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.757.50% per annum on the outstanding Certificate Principal Amount Balances of the Class A-1 Certificates. The holders On August 1, 2002, the Trustee will pay to the Depositor the amount of interest accrued and paid on the Class A-2 Underlying Securities from February 1, 2002, to but not including the Closing Date; provided, however, that in the event an Optional Exchange shall occur prior to August 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(a)(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 will be entitled to receive on each Distribution Date the in respect of accrued interest, if any, received of any proceeds from the recovery on the Underlying Securities, . (d) The Depositor may sell to the extent necessary Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days' notice to pay interest at the Trustee (or such shorter period as shall be mutually satisfactory to the Depositor and 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 taxed as an association or publicly traded partnership taxable as a rate corporation for federal income tax purposes. Such additional Underlying Securities shall consist of 1.00both 7.45% per annum Underlying Securities and 7.40% Underlying Securities in the same proportion as exists in the Trust as of the date hereof. 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 Standard Terms to be made on the outstanding notional Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by the Trustee shall be held on the same terms and conditions. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, Certificates in the same proportion to the additional 7.40% Underlying Securities and additional 7.45% Underlying Securities as the proportion of the original Certificates to the original 7.40% Underlying Securities and the original 7.45% Underlying Securities, with an aggregate Certificate Principal Balance equal to the principal amount of such additional Underlying Securities, and the Class A-2Call Warrants related thereto. Any such additional Certificates authenticated and delivered shall have the same terms and rank pari passu with any Certificates previously issued in accordance with this Series Supplement. (e) As a condition precedent for transferring the Call Warrants, the prospective transferee shall be required to deliver to the Trustee and the Depositor an executed copy of the Investment Letter (set forth in Exhibit C hereto).

Designation of Trust and Certificates. (a) The Trust created hereby shall be known as the "Corporate-Backed PREFERREDPLUS Trust Certificates, Toys Series GEC-1"R" Us Debenture-Backed Series 2001-31 Trust." . The Class A Certificates and Class B Certificates evidencing certain undivided ownership interests therein shall be known as the "Corporate Backed PREFERREDPLUS Class A 6.05% Trust Certificates, Toys "RCertificates Series GEC-1" Us Debenture-Backed Series 2001-31." The Certificates shall consist of the Class A-1 Certificates and the "PREFERREDPLUS Class A-2 B 0.70% Trust Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants")Series GEC-1," respectively. (ab) The Class A Certificates and Class B Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 B and A-2C, respectively. The Class A-1 A Certificates shall be issued in authorized denominations of $10. The 25 and integral multiples thereof and the Class A-2 B Certificates shall be issued in minimum with a notional denominations principal amount of $1,000 25 and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this SectionTerms, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 ; 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 have an initial aggregate certificate principal amount (the "Certificate Principal Amount"in accordance with Section 5.12(a) of $13,090,000. The Class A-2 Certificates are interest-only Certificatesthe Standard Terms except that clauses (v), (vi) and have (vii) of Section 5.12(a) shall not apply to this Series and a notional amount equal to the Certificate Principal Amount corresponding number of additional Warrants in accordance with Article I of the Class A-1 CertificatesWarrant Agreement. (c) The holders of the Class A-1 A Certificates will be entitled to receive (i) on each Distribution Date the interestDate, if anycommencing on March 15, received 2003 and ending on the Final Scheduled Distribution Date, or such earlier date if the Underlying Securities, Securities are redeemed prior to the extent necessary to pay interest Final Scheduled Distribution Date, distributions at a rate of 7.756.05% per annum on the outstanding Certificate Principal Amount stated amount of the Class A-1 Certificates. The holders A Certificates and (ii) on the Final Scheduled Distribution Date, a distribution of the aggregate principal amount of the Underlying Securities. (d) On each Distribution Date, the Class A-2 B 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 distribution of 1.000.70% per annum on multiplied by the outstanding notional principal amount of the Class A-2B Certificates (the "Class B Payments"). (e) Any reference to the principal amount of the Certificates shall be construed as a reference to the stated amount of the Class A Certificates and/or the notional principal amount of the Class B Certificates, unless otherwise indicated.

Designation of Trust and Certificates. The Trust created hereby shall be known as the "Corporate-Backed Trust Certificates, Toys "R" Us Debenture-Backed Series 2001-31 24 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us Debenture-Backed Series 2001-3124." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms attached hereto as Exhibits A-1 and A-2. The Class A-1 Certificates shall be issued in denominations of $1025. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this Section, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 Certificates have an initial aggregate certificate principal amount (the "Certificate Principal Amount") of $13,090,00025,000,000. The Class A-2 Certificates are interest-only Certificates, and have a notional amount equal to the Certificate Principal Amount of the Class A-1 Certificates. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.757.375% per annum (or 7.875% per annum if the interest rate on the Underlying Securities is 8.75% per annum) on the outstanding Certificate Principal Amount of the Class A-1 Certificates. The holders of the Class A-2 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 1.000.875% per annum on the outstanding notional amount of the Class A-2A-2 Certificates. (d) The Depositor may sell to the Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days notice to the Trustee and upon (i) satisfaction of the Rating Agency Condition and (ii) delivery of an Opinion of Counsel to the effect that the sale of such additional Underlying Securities will not materially increase the likelihood that the Trust would fail to qualify as a grantor trust under the Code. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on 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, 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) As a condition precedent for transferring the Call Warrants, the prospective transferee shall be required to deliver to the Trustee and the Depositor an executed copy of the Investment Letter (set forth in Exhibit C hereto).

Designation of Trust and Certificates. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us DebentureAT&T Note-Backed Series 20012003-31 18 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us DebentureAT&T Note-Backed Series 20012003-3118." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Class A-1 Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 Exhibit 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 $1025. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 100,000 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 Terms 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 shall consist initially of 1,600,000 Certificates having an initial aggregate certificate principal amount balance (the "Certificate Principal AmountBalance") of $13,090,00040,000,000. The Class A-2 Certificates are interest-only Certificates, Certificates and shall have a an initial aggregate notional amount equal to the initial Certificate Principal Amount Balance of the Class A-1 Certificates. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.75% per annum the applicable Class A-1 Rate on the outstanding Certificate Principal Amount 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 1.001.625% per annum (the "Class A-2 Rate") on the outstanding notional amount of the Class A-2A-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 May 2004, the Trustee shall cause the Trust to pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from November 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 May 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 shall be mutually satisfactory to the Depositor and 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 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 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 Standard Terms to be made on the Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by the Trustee shall be held on the same terms and conditions. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, 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 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 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 any transfer to an Accredited Investor), 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 from it of the resale 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. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us DebentureBrunswick Corporation Note-Backed Series 20012002-31 3 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us DebentureBrunswick Corporation Note-Backed Series 20012002-313." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms attached hereto as Exhibits A-1 and A-2. The Class A-1 Certificates shall be issued in denominations of $10. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 100,000 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 Terms 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 amount (the "Certificate Principal Amount") Balance of $13,090,000. The 10,245,090 and the Class A-2 Certificates are interest-only Certificates, and have a notional amount equal to the an initial aggregate Certificate Principal Amount Balance of the Class A-1 Certificates$754,910. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.757.65% per annum on the outstanding Certificate Principal Amount Balance of the Class A-1 Certificates. The holders of the Class A-2 Certificates will be entitled not bear interest. On August 1, 2002, the Trustee will pay to receive the Depositor the amount of interest accrued and paid on each Distribution Date the Underlying Securities from February 1, 2002, 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, if any, received of any proceeds from the recovery on the Underlying Securities, . (d) The Depositor may sell to the extent necessary Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days' notice to pay interest at the Trustee (or such shorter period as shall be mutually satisfactory to the Depositor and 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 taxed as an association or publicly traded partnership taxable as a rate corporation for federal income tax purposes. Each condition to be satisfied with respect to a sale of 1.00% per annum 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 Standard Terms to be made on the outstanding notional Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by the Trustee shall be held on the same terms and conditions. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, 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-2A-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) As a condition precedent for transferring the Call Warrants, the prospective transferee shall be required to deliver to the Trustee and the Depositor an executed copy of the Investment Letter (set forth in Exhibit C hereto).

Designation of Trust and Certificates. (a) The Trust created hereby shall be known as the "Corporate-Backed PREFERREDPLUS Trust Certificates, Toys "R" Us Debenture-Backed Series 2001-31 Trust." GRC-1. The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us Debenture-Backed Series 2001-31." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The PREFERREDPLUS 7.875% Trust is also issuing call warrants with respect to the Certificates ("Call Warrants")Series GRC-1. (ab) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 and A-2. Exhibit B. The Class A-1 Certificates shall be issued in authorized denominations of $10. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 25 and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this SectionTerms, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 ; 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 have an initial aggregate certificate principal amount (the "Certificate Principal Amount"in accordance with Section 5.12(a) of $13,090,000. The Class A-2 Certificates are interest-only Certificatesthe Standard Terms (except that clauses (v), (vi) and have (vii) of Section 5.12(a) shall not apply to this Series) and a notional amount equal to the Certificate Principal Amount corresponding number of additional Warrants in accordance with Article I of the Class A-1 CertificatesWarrant Agreement. (c) The holders of On each Distribution Date, commencing on April 15, 2003 and ending on the Class A-1 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 entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest distributions at a rate of 7.757.875% per annum on the outstanding Certificate Principal Amount stated amount of the Class A-1 Certificates. The holders of . (d) On the Class A-2 Final Scheduled Distribution Date, the Certificates will be entitled to receive on each Distribution Date a distribution of the interest, if any, received on the aggregate principal amount of such Underlying Securities, . (e) Any reference to the extent necessary to pay interest at a rate of 1.00% per annum on the outstanding notional principal amount of the Class A-2Certificates shall be construed as a reference to the stated amount of the Certificates, unless otherwise indicated.

Designation of Trust and Certificates. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us DebentureFord Motor Company Note-Backed Series 20012003-31 6 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us DebentureFord Motor Company Note-Backed Series 20012003-316." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Certificates shall initially be held through the Depository in book-entry form and shall be substantially in the forms attached hereto as Exhibits A-1 and A-2. The Class A-1 Certificates shall be issued in denominations of $1025. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 100,000 aggregate principal amount 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 Terms 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 amount balance (the "Certificate Principal AmountBalance") of $13,090,000. The 25,000,000 and the Class A-2 Certificates Certificates, which are interestprincipal-only Certificates, and have a notional amount equal to the an initial aggregate Certificate Principal Amount Balance of the Class A-1 Certificates$1,846,000. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.758.00% per annum on the outstanding Certificate Principal Amount Balance of the Class A-1 Certificates. The holders of the Class A-2 Certificates will not be entitled to receive on each interest. On the Distribution Date occurring in July 2003, the Trustee shall cause the Trust to pay to Lehman ABS an amount equal to interest accrued and paid on the Underxxxxx Securities from January 16, 2003, to but not including the Closing Date; provided, however, that in the event an Optional Exchange shall occur prior to the Distribution Date in July 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 shall be mutually satisfactory to the Depositor and 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 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 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 Standard Terms to be made on the Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by the Trustee shall be held on the same terms and conditions. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, (x) Class A-1 Certificates and Class A-2 Certificates in the same proportion to the additional Underlying Securities and to each other as exists with respect to the original Class A-1 Certificates and Class A-2 Certificates, and (y) Call Warrants related to such additional Class A-1 Certificates and Class A-2 Certificates 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, received on as may be required by a change in applicable securities laws (the Underlying Securities"Resale Restriction Termination Date") unless such offer, resale, assignment or transfer is (i) to the extent necessary Trust, (ii) pursuant to pay interest at an effective registration statement under the Securities Act, (iii) to a rate 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 1.00% per annum on cases (i) through (iv), in accordance with any applicable securities laws of any state of the outstanding notional United States and other jurisdictions. 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. 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-2A-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 any transfer to an Accredited Investor), 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 from it of the resale 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 "CorporatePublic STEERS(R) Series 1998 H-Backed Trust Certificates, Toys Z3 Trust"R" Us Debenture-Backed Series 2001-31 Trust." . The Class A Certificates and Class B Certificates evidencing certain undivided ownership interests therein shall be known as the "Corporate Backed Public STEERS(R) Trust Certificates, Toys "RSeries 1998 H-Z3, Class A Trust Certificates" Us Debenture-Backed Series 2001-31." The Certificates shall consist of the Class A-1 Certificates and the "Public STEERS(R) Trust Certificates, Series 1998 H-Z3, Class A-2 Certificates (together, the "B Trust Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"), respectively. (ab) The Class A Certificates and Class B Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 B and A-2C, respectively. The Class A-1 Certificates shall be issued in denominations of $10. The Class A-2 Certificates shall be issued in minimum notional authorized denominations of $1,000 (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 in excess thereofthe Authorized Denomination. Except as provided in the Standard Terms and in paragraph (dSection 15(a) in this Sectionhereof, the Trust shall not issue additional Certificates or incur any indebtedness. (bc) The Class A-1 Certificates have an initial aggregate certificate principal amount On each Distribution Date, commencing on August 1, 1998 and ending on the Final Scheduled Distribution Date (or such earlier date if the "Certificate Principal Amount") of $13,090,000. The Class A-2 Certificates are interest-only Certificates, and have a notional amount equal to the Certificate Principal Amount maturity of the Class A-1 Certificates. (c) The holders of Underlying Securities is advanced), the Class A-1 A Certificates will be entitled to receive on each Distribution Date the interestinterest payment, if any, received on the Underlying Securities, to which will represent a return of principal on the extent necessary to pay Class A Certificates and the payment of interest at a rate of 7.756.91% per annum on the outstanding Certificate Principal Amount principal amount of the Class A-1 A Certificates. The holders of . (d) On the Final Scheduled Distribution Date, the Class A-2 B Certificates will be entitled to receive on each Distribution Date the interest, if any, received on a distribution of all of the Underlying Securities, Securities held by the Trust as of such date. On or prior to the extent necessary 60th day preceding the Final Scheduled Distribution Date, the Trustee shall request instructions from the registered holders of the Class B Certificates (by delivery of a notice to pay interest at such registered holders) regarding the account or accounts to which transfer of the Underlying Securities should be made, and other information relevant to such transfer. (e) Any reference to the principal amount of the Certificates shall be construed as a rate of 1.00% per annum on reference to the outstanding notional amortized amount of the Class A-2A Certificates and the principal amount at maturity of the Class B Certificates, unless otherwise indicated.

Designation of Trust and Certificates. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us Liberty Media Debenture-Backed Series 2001-31 32 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us Liberty Media Debenture-Backed Series 2001-3132." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms attached hereto as Exhibits A-1 and A-2. The Class A-1 Certificates shall be issued in denominations of $1025. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 1,000,000 and in integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (dc) in of this Section, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 Certificates have an initial aggregate certificate principal amount (the "Certificate Principal Amount") of $13,090,000. The 120,685,700 and the Class A-2 Certificates are interest-only Certificates, and have a notional amount equal to the an initial aggregate Certificate Principal Amount of the Class A-1 Certificates. (c) $7,314,300. The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, Securities to the extent necessary to pay interest at a rate of 7.758.75% per annum on the outstanding Certificate Principal Amount of the Class A-1 Certificates. The holders Class A-2 Certificates shall not bear interest. On February 1, 2002, the Trustee will pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from August 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 Class A-1 Certificates in respect of accrued interest, of any proceeds from the recovery on the Underlying Securities. (c) The Depositor may sell to the Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days (or such lesser period as may be agreed by the parties hereto) notice to the Trustee and upon (i) satisfaction of the Rating Agency Condition and (ii) delivery of an Opinion of Counsel to the effect that the sale of such additional Underlying Securities will not materially increase the likelihood that the Trust would fail to qualify as a grantor trust under the Code. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, 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 bear to the initial Underlying Securities, as well as 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 original Class A-1 Certificates and Class A-2 Certificates, respectively, issued in accordance with this Series Supplement. (d) As a condition precedent for transferring the Call Warrants, the prospective transferee shall be required to deliver to the Trustee and the Depositor, an executed copy of the Investment Letter (set forth as Exhibit D-1 hereto). (e) Unless the Class A-2 Certificates are otherwise publicly offered, as a condition precedent for transferring the Class A-2 Certificates, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee and the Depositor an executed copy of the Investment Letter (set forth as Exhibit D-2 hereto). No Class A-2 Certificate may be resold, assigned or transferred (including by pledge or hypothecation) unless such reoffer, resale, assignment or transfer is (i) pursuant to an effective registration statement under the United States Securities Act (the "Securities Act") and any applicable state securities laws, (ii) pursuant to Rule 144A promulgated under the Securities Act ("Rule 144A"), (iii) pursuant to Regulation D under the Securities Act ("Regulation D") or (iv) pursuant to another exemption from the registration requirements of the Securities Act. Prior to any reoffer, resale, assignment or transfer of the Class A-2 Certificates will be entitled to receive on described in clause (ii) above, each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 1.00% per annum on the outstanding notional amount prospective transferee of the Class A-2A-2 Certificates shall have acknowledged, represented and agreed as follows: 1. The purchaser (A)(i) is a qualified institutional investor (as such term is defined in the Securities Act) (a "QIB"), (ii) is aware that the sale to it is being made in reliance on Rule 144A and (iii) is acquiring such Class A-2 Certificates for its own account or for the account of a QIB or (B)(i) is an Accredited Investor (as such term is defined in Rule 501(a) under the Securities Act), (ii) is aware that the sale to it is being made in reliance on Regulation D and (iii) is acquiring such Class A-2 Certificates for its own account or for the account of an Accredited Investor. 2. The purchaser 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 purchaser agrees that (A) if in the future it decides to reoffer, resell, pledge or otherwise transfer the Class A-2 Certificates, such Class A-2 Certificates may be reoffered, resold, pledged or otherwise transferred only (i) to the Trust, (ii) inside the United States to a QIB in accordance with Rule 144A, (iii) inside the United States to an Accredited Investor pursuant to Regulation D, (iv) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), or (v) pursuant to an effective registration statement under the Securities Act, and, in each cases (i) through (v), in accordance with any applicable securities laws of any state of the United States and other jurisdictions and (B) the purchaser will, and each subsequent holder is required to, notify any subsequent purchaser of such Class A-2 Certificates from it of the resale restrictions referred to in clause (A) above. 4. The purchaser understands that the Class A-2 Certificates will, unless otherwise agreed by the Trust, bear a legend substantially to the following effect: THIS CLASS A-2 CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "UNITED STATES SECURITIES ACT"), AND MAY NOT BE REOFFERED, RESOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. 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 UNITED STATES SECURITIES ACT PROVIDED BY RULE 144A OR REGULATION D THEREUNDER. THE HOLDER OF THIS CLASS A-2 CERTIFICATE AGREES FOR THE BENEFIT OF THE TRUST THAT (A) THIS CLASS A-2 CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) TO THE TRUST, (II) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN ACCORDANCE WITH RULE 144A, (III) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR PURSUANT TO REGULATION D, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT, AND, IN EACH OF CASES (I) THROUGH (V), IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTIONS AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS CLASS A-2 CERTIFICATE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE.

Designation of Trust and Certificates. The Trust created hereby shall be known as the "Corporate-Backed Trust Certificates, Toys "R" Us DebentureAT&T Note-Backed Series 2001-31 33 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us DebentureAT&T Note-Backed Series 2001-3133." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms attached hereto as Exhibits A-1 and A-2. The Class A-1 Certificates shall be issued in denominations of $1025. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 500,000 and integral multiples of $1 1,000 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this Section, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 Certificates have an initial aggregate certificate principal amount of $29,483,100, and the Class A-2 Certificates have an initial aggregate certificate principal amount of $3,401,900 (the each, a "Certificate Principal Amount") of $13,090,000. The Class A-2 Certificates are interest-only Certificates, and have a notional amount equal to the Certificate Principal Amount of the Class A-1 Certificates). (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.757.25% per annum on the outstanding Certificate Principal Amount of the Class A-1 Certificates. The holders of the Class A-2 Certificates shall not bear interest. On September 15, 2001, the Trustee will be entitled pay to receive the Depositor the amount of interest accrued and paid on each Distribution Date the Underlying Securities from March 15, 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 Class A-1 Certificates in respect of accrued interest, if any, received of any proceeds from the recovery on the Underlying Securities, . (d) The Depositor may sell to the extent necessary Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days notice to pay interest at the Trustee (or such shorter period as shall be mutually satisfactory to the Depositor and the Trustee) and upon (i) satisfaction of the Rating Agency Condition and (ii) delivery of an Opinion of Counsel to the effect that the sale of such additional Underlying Securities will not materially increase the likelihood that the Trust would fail to qualify as a rate of 1.00% per annum grantor trust under the Code. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, Class A-1 Certificates and Class A-2 Certificates in the outstanding notional same proportion as the original Class A-1 Certificates and Class A-2 Certificates, with an aggregate Certificate Principal Amount equal to the principal amount of such additional Underlying Securities, and the Call Warrants related thereto. Any such additional Class A-2A-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) As a condition precedent for transferring the Call Warrants, the prospective transferee shall be required to deliver to the Trustee and the Depositor an executed copy of the Investment Letter (set forth in Exhibit C hereto).

Designation of Trust and Certificates. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us DebentureFord Motor Company Note-Backed Series 20012003-31 6 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us DebentureFord Motor Company Note-Backed Series 20012003-316." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Certificates shall initially be held through the Depository in book-entry form and shall be substantially in the forms attached hereto as Exhibits A-1 and A-2. The Class A-1 Certificates shall be issued in denominations of $1025. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 100,000 aggregate principal amount 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 Terms 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 amount balance (the "Certificate Principal AmountBalance") of $13,090,000. The 25,000,000 and the Class A-2 Certificates Certificates, which are interestprincipal-only Certificates, and have a notional amount equal to the an initial aggregate Certificate Principal Amount Balance of the Class A-1 Certificates$1,846,000. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.758.00% per annum on the outstanding Certificate Principal Amount Balance of the Class A-1 Certificates. The holders of the Class A-2 Certificates will not be entitled to receive on each interest. On the Distribution Date occurring in July 2003, the Trustee shall cause the Trust to pay to Lehman ABS an amount equal to interest accrued and paid on the Underlxxxx Xecurities from January 16, 2003, to but not including the Closing Date; provided, however, that in the event an Optional Exchange shall occur prior to the Distribution Date in July 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 shall be mutually satisfactory to the Depositor and 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 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 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 Standard Terms to be made on the Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by the Trustee shall be held on the same terms and conditions. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, (x) Class A-1 Certificates and Class A-2 Certificates in the same proportion to the additional Underlying Securities and to each other as exists with respect to the original Class A-1 Certificates and Class A-2 Certificates, and (y) Call Warrants related to such additional Class A-1 Certificates and Class A-2 Certificates 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, received on as may be required by a change in applicable securities laws (the Underlying Securities"Resale Restriction Termination Date") unless such offer, resale, assignment or transfer is (i) to the extent necessary Trust, (ii) pursuant to pay interest at an effective registration statement under the Securities Act, (iii) to a rate 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 1.00% per annum on cases (i) through (iv), in accordance with any applicable securities laws of any state of the outstanding notional United States and other jurisdictions. 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. 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-2A-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 any transfer to an Accredited Investor), 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 from it of the resale 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. The Trust created hereby shall be known as the "Corporate-Backed Trust Certificates, Toys "R" Us DebentureGoodyear Tire & Rubber Note-Backed Series 2001-31 34 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us DebentureGoodyear Tire & Rubber Note-Backed Series 2001-3134." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms attached hereto as Exhibits A-1 and A-2. The Class A-1 Certificates shall be issued in denominations of $10. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this Section, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 Certificates have an initial aggregate certificate principal amount of $21,875,000, and the Class A-2 Certificates have an initial aggregate certificate principal amount of $3,125,000 (the each, a "Certificate Principal Amount") of $13,090,000. The Class A-2 Certificates are interest-only Certificates, and have a notional amount equal to the Certificate Principal Amount of the Class A-1 Certificates). (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.758.00% per annum on the outstanding Certificate Principal Amount of the Class A-1 Certificates. The holders of the Class A-2 Certificates shall not bear interest. On September 15, 2001, the Trustee will be entitled pay to receive the Depositor the amount of interest accrued and paid on each Distribution Date the Underlying Securities from March 15, 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 Class A-1 Certificates in respect of accrued interest, if any, received of any proceeds from the recovery on the Underlying Securities, . (d) The Depositor may sell to the extent necessary Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days notice to pay interest at the Trustee (or such shorter period as shall be mutually satisfactory to the Depositor and the Trustee) and upon (i) satisfaction of the Rating Agency Condition and (ii) delivery of an Opinion of Counsel to the effect that the sale of such additional Underlying Securities will not materially increase the likelihood that the Trust would fail to qualify as a rate of 1.00% per annum grantor trust under the Code. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, Class A-1 Certificates and Class A-2 Certificates in the outstanding notional same proportion as the original Class A-1 Certificates and Class A-2 Certificates, with an aggregate Certificate Principal Amount equal to the principal amount of such additional Underlying Securities, and the Call Warrants related thereto. Any such additional Class A-2A-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) As a condition precedent for transferring the Call Warrants, the prospective transferee shall be required to deliver to the Trustee and the Depositor an executed copy of the Investment Letter (set forth in Exhibit C hereto).

Designation of Trust and Certificates. The Trust created hereby shall be known as the "CorporateUSAutos Series 2004-Backed Trust Certificates, Toys "R" Us Debenture-Backed Series 2001-31 1 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Freedom Certificates(SM), USAutos Corporate Backed Trust Certificates, Toys "R" Us DebentureSeries 2004-Backed Series 2001-311." The Certificates shall consist of the Class A-1 A Certificates and the Class A-2 X Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Class A Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 Exhibit A-1. The Class X Certificates shall initially be in physical form and, as set forth in Section 3(d) 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 A Certificates shall be issued in denominations of $101,000. The Class A-2 X Certificates shall be issued in minimum notional denominations of $1,000 100,000 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 Terms 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 A Certificates have shall consist initially of 4,000 Certificates having an initial aggregate certificate principal amount balance (the "Certificate Principal AmountBalance") of $13,090,0004,000,000. The Class A-2 X Certificates are interest-only Certificates, Certificates and shall have a an initial aggregate notional amount equal to the initial Certificate Principal Amount Balance of the Class A-1 A Certificates. (c) The holders of the Class A-1 A Certificates will be entitled to receive on each Distribution Date an amount equal to their pro rata share of Available Funds calculated as follows: the interest, if any, received on amount of the Underlying Securities, to Available Funds multiplied by a ratio the extent necessary to pay interest at a rate numerator of 7.75% per annum on which is the outstanding Certificate Principal Class A Amount and the denominator of which is the sum of the Class A-1 CertificatesA Amount and the Class X Amount each as determined on the such Distribution Date. The holders of the Class A-2 X Certificates will be entitled to receive on each Distribution Date an amount equal to their pro rata share of Available Funds calculated as follows: the interestamount of the Available Funds multiplied by a ratio the numerator of which is the Class X Amount and the denominator of which is the sum of the Class A Amount and the Class X Amount each as determined on the such Distribution Date. On the Distribution Date occurring in March 2005, the Trustee shall cause the Trust to pay to the Depositor the amount of interest accrued and paid on the (i) 7.375% Underlying Securities from August 1, 2004 to but not including the Closing Date and (ii) 7.25% Underlying Securities from September 2, 2004, 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 March 2005, 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 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, on each Distribution Date the Trustee will apply Available Funds first to the holders of the Certificates in payment of all amounts owned on the Certificates in respect of accrued interest and then to the Depositor until the Depositor is paid in full. (d) No Class X 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 X 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 X Certificates (or any predecessor thereto) or (y) such later date, if any, received on as may be required by a change in applicable securities laws (the Underlying Securities"Resale Restriction Termination Date") unless such offer, resale, assignment or transfer is (i) to the extent necessary Trust, (ii) pursuant to pay interest 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. Notwithstanding the foregoing, Class X Certificate may not be offered, resold, assigned or otherwise transferred (including by pledge or hypothecation) at a rate any time unless the prospective transferee is acquiring the Call Warrants concurrently with the Class X Certificates. Prior to any offer, resale, assignment or transfer of 1.00% per annum on any Class X Certificates in the outstanding 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 X Certificates to be transferred substantially in the form of Exhibit C hereto and in the event the resale, assignment or transfer shall involve Class X Certificates then being held in physical form, such Class X 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-2X Certificates held in book-entry form by an amount equal to the aggregate notional amount of the Class X Certificates so resold, assigned or transferred and to issue a beneficial interest in such global Class X Certificates to such transferee. Prior to any offer, resale, assignment or transfer of any Class X 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 X 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 X Certificates held in book-entry form and the Trustee shall authenticate and deliver one or more Class X Certificates in physical form in an aggregate notional amount equal to the amount of Class X Certificates resold, assigned or transferred. In addition to the foregoing, each prospective transferee of any Class X 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 X Certificates for its own account or for the account of a QIB. (2) The transferee understands that the Class X 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 X 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 X Certificates prior to the Resale Restriction Termination Date, such Class X 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 any transfer to an Accredited Investor), 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 X Certificates from it of the resale restrictions referred to in clause (A) above. (4) The transferee, concurrent with the transfer of the Class X Certificate is acquiring the Call Warrants. (e) The Class X Certificates will, unless otherwise agreed by the Depositor and the Trustee, bear a legend substantially to the following effect: "THIS CLASS X 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 X CERTIFICATE REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE SERIES SUPPLEMENT. EACH PURCHASER OF THIS CLASS X CERTIFICATE IS HEREBY NOTIFIED THAT THE SELLER OF THIS CLASS X 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. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us Georgia-Pacific Debenture-Backed Series 2001-31 29 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us Georgia-Pacific Debenture-Backed Series 2001-3129." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms attached hereto as Exhibits Exhibit A-1 and A-2. The Class A-1 Certificates shall be issued in denominations of $1025. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in of this Section, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 Certificates have an initial aggregate certificate principal amount (the "Certificate Principal Amount") of $13,090,00033,900,000. The Class A-2 Certificates are interest-only Certificates, and have a notional amount equal to the Certificate Principal Amount aggregate principal amount of the Class A-1 CertificatesUnderlying Securities. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.758.50% per annum on the outstanding Certificate Principal Amount of the Class A-1 Certificates. The holders of the Class A-2 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 1.000.125% per annum on the outstanding notional amount of the Class A-2A-2 Certificates. On October 30, 2001, the Trustee will pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from April 30, 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 the 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 (or such lesser period as may be agreed by the parties hereto) notice to the Trustee and upon (i) satisfaction of the Rating Agency Condition and (ii) delivery of an Opinion of Counsel to the effect that the sale of such additional Underlying Securities will not materially increase the likelihood that the Trust would fail to qualify as a grantor trust under the Code. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, 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 bear to the original Underlying Securities. 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 original Class A-1 Certificates and Class A-2 Certificates, respectively, issued in accordance with this Series Supplement.

Designation of Trust and Certificates. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us DebentureGoldman Sachs Group Note-Backed Series 20012003-31 12 Trust." The Certificates evidencing Certificaxxx xxxdxxxxxg certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us DebentureGoldman Sachs Group Note-Backed Series 20012003-3112." The Certificates shall consist of shxxx xxxsxxx xf the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Class A-1 Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 Exhibit 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 $1025. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 100,000 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 Terms 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 shall consist initially of 1,000,000 Certificates having an initial aggregate certificate principal amount balance (the "Certificate Principal AmountBalance") of $13,090,00025,000,000. The Class A-2 Certificates are interest-only Certificates, Certificates and shall have a an initial aggregate notional amount equal to the initial Certificate Principal Amount Balance of the Class A-1 Certificates. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.755.80% per annum on the outstanding Certificate Principal Amount 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 1.000.325% per annum on the outstanding notional amount of the Class A-2A-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 August 2003, the Trustee shall cause the Trust to pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from February 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 August 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 shall be mutually satisfactory to the Depositor and 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 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 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 Standard Terms to be made on the Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by the Trustee shall be held on the same terms and conditions. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, 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 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 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 any transfer to an Accredited Investor), 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 from it of the resale 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. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us DebentureAmerican General Institutional Capital A Capital Securities-Backed Series 20012002-31 17 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us DebentureAmerican General Institutional Capital A Capital Securities-Backed Series 20012002-3117." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Class A-1 Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 Exhibit 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 $1025. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 100,000 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 Terms 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 consist of 2,959,640 Certificates having an initial aggregate certificate principal amount (the "Certificate Principal AmountBalance") of $13,090,00073,991,000. The Class A-2 Certificates are interest-only Certificates, and shall have a an initial aggregate notional amount equal to the initial Certificate Principal Amount Balance of the Class A-1 Certificates. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.756.125% per annum on the outstanding Certificate Principal Amount 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 1.001.445% per annum on the outstanding notional amount of the Class A-2A-2 Certificates. On the Distribution Date occurring in December 2002, the Trustee shall cause the Trust to pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from June 1, 2002, to but not including the Closing Date; provided, however, that in the event an Optional Exchange Date shall occur prior to December 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)(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 shall be mutually satisfactory to the Depositor and 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 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 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 Standard Terms to be made on the Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by the Trustee shall be held on the same terms and conditions. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, 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 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 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 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 (A) is an Accredited Investor and, if the Class A-2 Certificates are to be purchased for one or more accounts ("investor accounts") for which it is acting as fiduciary or agent, each such investor account is an Accredited Investor on a like basis or (B) (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 any transfer to an Accredited Investor), 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 from it of the resale 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 "Corporate-Backed PPLUS Trust Certificates, Toys Series PMC-1"R" Us Debenture-Backed Series 2001-31 Trust." . The Class A Certificates and Class B Certificates evidencing certain undivided ownership interests therein shall be known as the "Corporate Backed PPLUS Class A 6.5% Trust Certificates, Toys "RCertificates Series PMC-1" Us Debenture-Backed Series 2001-31." The Certificates shall consist of the Class A-1 Certificates and the "PPLUS Class A-2 B 1.25% Trust Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants")Series PMC-1," respectively. (ab) The Class A Certificates and Class B Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 B and A-2C, respectively. The Class A-1 A Certificates shall be issued in authorized denominations of $10. The 25 and integral multiples thereof and the Class A-2 B Certificates shall be issued in minimum with a notional denominations principal amount of $1,000 25 and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this SectionTerms, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 ; 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 have an initial aggregate certificate principal amount (the "Certificate Principal Amount"in accordance with Section 5.12(a) of $13,090,000. The Class A-2 Certificates are interest-only Certificatesthe Standard Terms except that clauses (v), (vi) and have (vii) of Section 5.12(a) shall not apply to this Series and a notional amount equal to the Certificate Principal Amount corresponding number of additional Warrants in accordance with Article I of the Class A-1 CertificatesWarrant Agreement. (c) The holders of the Class A-1 A Certificates will be entitled to receive (i) on each Distribution Date the interestDate, if anycommencing on July 15, received 2003 and ending on the Underlying SecuritiesFinal Scheduled Distribution Date, to the extent necessary to pay interest distributions at a rate of 7.756.5% per annum on the outstanding Certificate Principal Amount stated amount of the Class A-1 Certificates. The holders A Certificates and (ii) on the Final Scheduled Distribution Date, a distribution of the aggregate principal amount of the Underlying Securities. (d) On each Distribution Date, the Class A-2 B 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 distribution of 1.001.25% per annum on multiplied by the outstanding notional principal amount of the Class A-2B Certificates (the "Class B Payments"). (e) Any reference to the principal amount of the Certificates shall be construed as a reference to the stated amount of the Class A Certificates and/or the notional principal amount of the Class B Certificates, unless otherwise indicated.

Designation of Trust and Certificates. (a) The Trust created hereby shall be known as the "Corporate-Backed PREFERREDPLUS Trust Certificates, Toys Series MSD-1"R" Us Debenture-Backed Series 2001-31 Trust." . The Class A Certificates and Class B Certificates evidencing certain undivided ownership interests therein shall be known as the "Corporate Backed PREFERREDPLUS Class A 7.05% Trust Certificates, Toys "RCertificates Series MSD-1" Us Debenture-Backed Series 2001-31." The Certificates shall consist of the Class A-1 Certificates and the "PREFERREDPLUS Class A-2 B 0.20% Trust Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants")Series MSD-1," respectively. (ab) The Class A Certificates and Class B Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 B and A-2C, respectively. The Class A-1 A Certificates shall be issued in authorized denominations of $10. The 25 and integral multiples thereof and the Class A-2 B Certificates shall be issued in minimum with a notional denominations principal amount of $1,000 25 and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this SectionTerms, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 ; 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 have an initial aggregate certificate principal amount (the "Certificate Principal Amount"in accordance with Section 5.12(a) of $13,090,000. The Class A-2 Certificates are interest-only Certificatesthe Standard Terms except that clauses (v), (vi) and have (vii) of Section 5.12(a) shall not apply to this Series and a notional amount equal to the Certificate Principal Amount corresponding number of additional Warrants in accordance with Article I of the Class A-1 CertificatesWarrant Agreement. (c) The holders of the Class A-1 A Certificates will be entitled to receive (i) on each Distribution Date the interestDate, if anycommencing on October 1, received 2002 and ending on the Final Scheduled Distribution Date, or such earlier date if the Underlying Securities, Securities are redeemed prior to the extent necessary to pay interest Final Scheduled Distribution Date, distributions at a rate of 7.757.05% per annum on the outstanding Certificate Principal Amount stated amount of the Class A-1 Certificates. The holders A Certificates and (ii) on the Final Scheduled Distribution Date, a distribution of the aggregate principal amount of the Underlying Securities. (d) On each Distribution Date, the Class A-2 B 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 distribution of 1.000.20% per annum on multiplied by the outstanding notional principal amount of the Class A-2B Certificates (the "Class B Payments"). (e) Any reference to the principal amount of the Certificates shall be construed as a reference to the stated amount of the Class A Certificates and/or the notional principal amount of the Class B Certificates, unless otherwise indicated.

Designation of Trust and Certificates. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us DaimlerChrysler Debenture-Backed Series 20012004-31 8 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us DaimlerChrysler Debenture-Backed Series 20012004-318." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Class A-1 Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 and A-2. The Class A-1 Certificates shall be issued in denominations of $10Exhibit A-1. The Class A-2 Certificates shall initially be issued held through the Depository in minimum notional denominations of $1,000 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 integral multiples of $1 in excess thereof. Except as provided shall be substantially in the Standard Terms and in paragraph (d) in this Section, the Trust shall not issue additional Certificates or incur any indebtedness.form attached hereto as Exhibit (b) The Class A-1 Certificates have shall consist initially of 1,800,000 Certificates having an initial aggregate certificate principal amount balance (the "Certificate Principal AmountBalance") of $13,090,00045,000,000. The Class A-2 Certificates are interest-only Certificates, and shall have a an initial aggregate amortizing notional amount equal to balance (the Certificate Principal Amount "Amortizing Notional Balance") of the Class A-1 Certificates$2,888,000.00. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.756.875% per annum on the outstanding Class A-1 Certificate Principal Amount Balance of the Class A-1 Certificates. The holders of the Class A-2 Certificates will be entitled to receive on each Distribution Date occurring on or prior to the Distribution Date in August 2087 the interest, if any, received on the Underlying Securities, to the extent necessary to pay (x) interest at a rate of 1.008.17% per annum (the "Class A-2 Rate") on the outstanding Amortizing Notional Balance of the Class A-2 Certificates and (y) the Class A-2 Notional Distribution Amount for the related Distribution Date. In addition, on each Distribution Date following the Distribution Date in August 2087, the holders of the Class A-2 Certificates will be entitled to receive accrued and unpaid interest at a rate of 0.525% on a notional amount equal to the principal amount of the Underlying Securities on deposit in the Trust. On the Distribution Date occurring in February 2005, the Trustee shall cause the Trust to pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from August 1, 2004, to but not including the Closing Date; provided, however, that a portion of such accrued interest, in an amount not to exceed $148, will be applied towards any shortfall in the amount distributable pursuant to Section 5(a)(i)(2) on the Distribution Date occurring in February 2005; provided, further, that in the event an Optional Exchange Date shall occur prior to the Distribution Date in February 2005, a pro rata portion of such amount due to the Depositor 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 shall be mutually satisfactory to the Depositor and 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 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 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 Standard Terms to be made on the Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by the Trustee shall be held on the same terms and conditions. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, (i) Class A-2A-1 Certificates in a Certificate Principal Balance equal to the principal amount of such additional Underlying Securities, (ii) Class A-2 Certificates having an aggregate Amortizing Notional Balance in the same proportion to the additional Class A-1 Certificates as exists with respect to the initial aggregate Certificate Principal Balance of the Class A-1 Certificates and the initial aggregate Amortizing Notional Balance of the Class A-2 Certificates and (iii) Call Warrants related to such additional Class A-1 Certificates and Class A-2 Certificates. 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. With respect to any sale of additional Underlying Securities on and prior to the Distribution Date in August 2087, upon the deposit of additional Underlying Securities in the Trust, the Calculation Agent shall revise and amend the Class A-2 Amortization Schedule in a manner that maintains the intended yield on the Class A-2 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 jurisdictions. 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 Class A-2 Certificates shall be delivered to the Trustee for cancellation and the Trustee shall instruct the Depository to increase the aggregate Amortizing Notional Balance of the Class A-2 Certificates held in book-entry form by an amount equal to the aggregate Amortizing Notional Balance 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 Amortizing Notional Balance 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 Amortizing Notional Balance 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 any transfer to an Accredited Investor), 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 from it of the resale 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. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us AIG Debenture-Backed Series 20012002-31 10 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us AIG Debenture-Backed Series 20012002-3110." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms attached hereto as Exhibits A-1 and A-2. The Class A-1 Certificates shall be issued in denominations of $1025. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 100,000 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 Terms 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 consist of 1,031,753 Certificates having an initial aggregate certificate principal amount (the "Certificate Principal AmountBalance") of $13,090,00025,793,825. The Class A-2 Certificates are interest-only Certificates, and shall have a an initial aggregate notional amount equal to the Certificate Principal Amount initial aggregate principal amount of the Class A-1 CertificatesUnderlying Securities. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.756.70% per annum on the outstanding Certificate Principal Amount 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 1.000.5683% per annum on the outstanding notional amount of the Class A-2A-2 Certificates. On the July, 2002 Distribution Date, the Trustee will pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from January 31, 2002, to but not including the Closing Date; provided, however, that in the event an Optional Exchange Date shall occur prior to July, 2002 Distribution Date, 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 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 shall be mutually satisfactory to the Depositor and 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 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 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 Standard Terms to be made on the Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by the Trustee shall be held on the same terms and conditions. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, Class A-1 Certificates in a Certificate Principal Balance, and Class A-2 Certificates in a notional amount, in the same proportion to the Underlying Securities as exists on the Closing Date (i.e. the additional Class A-1 Certificates shall have an aggregate Certificate Principal Balance not to exceed the product of (x) the aggregate principal amount of the additional Underlying Securities and (y) 0.7509996 and the additional Class A-2 Certificates shall have an aggregate notional amount equal to the aggregate principal amount of the 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, 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 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. 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). 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 Cerxxxxxxtes 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, 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 from it of the resale 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 "Corporate-Backed PPLUS Trust Certificates, Toys Series TWC-1"R" Us Debenture-Backed Series 2001-31 Trust." . The Class A Certificates and Class B Certificates evidencing certain undivided ownership interests therein shall be known as the "Corporate Backed PPLUS Class A 6.00% Trust Certificates, Toys "RCertificates Series TWC-1" Us Debenture-Backed Series 2001-31." The Certificates shall consist of the Class A-1 Certificates and the "PPLUS Class A-2 B 0.625% Trust Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants")Series TWC-1," respectively. (ab) The Class A Certificates and Class B Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 B and A-2C, respectively. The Class A-1 A Certificates shall be issued in authorized denominations of $10. The 25.00 and integral multiples thereof and the Class A-2 B Certificates shall be issued in minimum with a notional denominations principal amount of $1,000 25.00 and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this SectionTerms, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 ; 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 have an initial aggregate certificate principal amount (the "Certificate Principal Amount"in accordance with Section 5.12(a) of $13,090,000. The Class A-2 Certificates are interest-only Certificatesthe Standard Terms except that clauses (v), (vi) and have (vii) of Section 5.12(a) shall not apply to this Series and a notional amount equal to the Certificate Principal Amount corresponding number of additional Warrants in accordance with Article I of the Class A-1 CertificatesWarrant Agreement. (c) The holders of the Class A-1 A Certificates will be entitled to receive (i) on each Distribution Date the interestDate, if anycommencing on May 15, received 2004 and ending on the Final Scheduled Distribution Date, or such earlier date if the Underlying Securities, Securities are redeemed prior to the extent necessary to pay interest Final Scheduled Distribution Date, distributions at a rate of 7.756.00% per annum on the outstanding Certificate Principal Amount stated amount of the Class A-1 Certificates. The holders A Certificates and (ii) on the Final Scheduled Distribution Date, a distribution of the aggregate principal amount of the Underlying Securities. (d) On each Distribution Date, the Class A-2 B 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 distribution of 1.000.625% per annum on multiplied by the outstanding notional principal amount of the Class A-2B Certificates (the "Class B Payments"). (e) Any reference to the principal amount of the Certificates shall be construed as a reference to the stated amount of the Class A Certificates and/or the notional principal amount of the Class B Certificates, unless otherwise indicated.

Designation of Trust and Certificates. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us Kinder Morgan Debenture-Backed Series 20012002-31 6 Trust." The Certificates evidencing certain Certificatxx xxxxxxxxxx xxxxxxx undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us Kinder Morgan Debenture-Backed Series 20012002-316." The Certificates shall consist shaxx xxxxxxx xx a single class of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 and A-2. Exhibit A. The Class A-1 Certificates shall be issued in denominations of $10. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms 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 consist of 1,057,419 Certificates having an initial aggregate certificate principal amount (the "Certificate Principal AmountBalance") of $13,090,000. The Class A-2 Certificates are interest-only Certificates, and have a notional amount equal to the Certificate Principal Amount of the Class A-1 Certificates10,574,190. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.75% per annum on the outstanding Certificate Principal Amount Balance of the Class A-1 Certificates. The holders On September 1, 2002, the Trustee will pay to the Depositor the amount of interest accrued and paid on the Class A-2 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 will be entitled to receive on each Distribution Date the in respect of accrued interest, if any, received of any proceeds from the recovery on the Underlying Securities, . (d) The Depositor may sell to the extent necessary Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days' notice to pay interest at the Trustee (or such shorter period as shall be mutually satisfactory to the Depositor and 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 taxed as an association or publicly traded partnership taxable as a rate corporation for federal income tax purposes. Each condition to be satisfied with respect to a sale of 1.00% per annum 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 Standard Terms to be made on the outstanding notional amount Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by the Trustee shall be held on the same terms and conditions. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, 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 Certificates previously issued in accordance with this Series Supplement. (e) As a condition precedent for transferring the Call Warrants, the prospective transferee shall be required to deliver to the Trustee and the Depositor an executed copy of the Class A-2Investment Letter (set forth in Exhibit C hereto).

Designation of Trust and Certificates. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us DebentureGoldman Sachs Group Note-Backed Series 20012003-31 12 Trust." The Certificates evidencing Certificatex xxxxxnxxxx certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us DebentureGoldman Sachs Group Note-Backed Series 20012003-3112." The Certificates shall consist of shalx xxxxxsx xx the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Class A-1 Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 Exhibit 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 $1025. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 100,000 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 Terms 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 shall consist initially of 1,000,000 Certificates having an initial aggregate certificate principal amount balance (the "Certificate Principal AmountBalance") of $13,090,00025,000,000. The Class A-2 Certificates are interest-only Certificates, Certificates and shall have a an initial aggregate notional amount equal to the initial Certificate Principal Amount Balance of the Class A-1 Certificates. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.755.80% per annum on the outstanding Certificate Principal Amount 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 1.000.325% per annum on the outstanding notional amount of the Class A-2A-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 August 2003, the Trustee shall cause the Trust to pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from February 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 August 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 shall be mutually satisfactory to the Depositor and 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 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 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 Standard Terms to be made on the Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by the Trustee shall be held on the same terms and conditions. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, 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 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 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 any transfer to an Accredited Investor), 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 from it of the resale 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. 1.1 The Trust created hereby shall be known as the "Corporate-Backed PPLUS Trust Certificates, Toys Series GSC-4"R" Us Debenture-Backed Series 2001-31 Trust." . The Class A Certificates and Class B Certificates evidencing certain undivided ownership interests therein shall be known as the "Corporate Backed PPLUS Class A 6% Callable Trust Certificates, Toys "RCertificates Series GSC-4" Us Debenture-Backed Series 2001-31." The Certificates shall consist of the Class A-1 Certificates and the "PPLUS Class A-2 B 0.345% Callable Trust Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants")Series GSC-4," respectively. (a) The Class A Certificates and Class B Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms form attached hereto as Exhibits A-1 B and A-2C, respectively. The Class A-1 A Certificates shall be issued in authorized denominations of $10. The 25 and integral multiples thereof and the Class A-2 B Certificates shall be issued in minimum with a notional denominations principal amount of $1,000 25 and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this SectionTerms, 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. (b) The Class A-1 Certificates have an initial aggregate certificate principal amount (the "Certificate Principal Amount") of $13,090,000. The Class A-2 Certificates are interest-only Certificates, and have a notional amount equal to the Certificate Principal Amount of the Class A-1 Certificates. (c) The holders of the Class A-1 A Certificates will be entitled to receive (i) on each Distribution Date the interestDate, if anycommencing on August 15, received 2006 and ending on the Final Scheduled Distribution Date, or such earlier date if the Underlying Securities, Securities are redeemed prior to the extent necessary to pay interest Final Scheduled Distribution Date, distributions at a rate of 7.756% per annum on the outstanding Certificate Principal Amount stated amount of the Class A-1 Certificates. The holders A Certificates and (ii) on the Final Scheduled Distribution Date, a distribution of the aggregate principal amount of the Underlying Securities. (c) On each Distribution Date, the Class A-2 B 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 distribution of 1.000.345% per annum on multiplied by the outstanding notional principal amount of the Class A-2B Certificates (the "Class B Payments"). (d) Any reference to the principal amount of the Certificates shall be construed as a reference to the stated amount of the Class A Certificates and/or the notional principal amount of the Class B Certificates, unless otherwise indicated.

Designation of Trust and Certificates. The Trust created hereby shall be known as the "Corporate-Corporate Backed Trust Certificates, Toys "R" Us DebentureRoyal & Sun Alliance Bond-Backed Series 20012002-31 2 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us DebentureRoyal & Sun Alliance Bond-Backed Series 20012002-312." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms attached hereto as Exhibits A-1 and A-2. The Class A-1 Certificates shall be issued in denominations of $1025. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 100,000 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 Terms 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 amount (the "Certificate Principal Amount") of $13,090,00049,500,000. The Class A-2 Certificates are interest-only Certificates, and have a notional amount equal to the Certificate Principal Amount of the Class A-1 Certificates. (c) . The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.757.50% per annum on the outstanding Certificate Principal Amount of the Class A-1 Certificates. The holders of the Class A-2 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 1.001.45% per annum on the outstanding notional amount of the Class A-2A-2 Certificates. On April 15, 2002, the Trustee will pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from October 15, 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 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 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 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 Standard Terms to be made on the Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by the Trustee shall be held on the same terms and conditions. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on 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, 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. (d) As a condition precedent for transferring the Call Warrants, the prospective transferee shall be required to deliver to the Trustee and the Depositor an executed copy of the Investment Letter (set forth in Exhibit C hereto).

Designation of Trust and Certificates. The Trust created hereby shall be known as the "Corporate-Backed Trust Certificates, Toys "R" Us Corning Debenture-Backed Series 2001-31 35 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, Toys "R" Us Corning Debenture-Backed Series 2001-3135." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the forms attached hereto as Exhibits A-1 and A-2. The Class A-1 Certificates shall be issued in denominations of $1025. The Class A-2 Certificates shall be issued in minimum notional denominations of $1,000 and integral multiples of $1 in excess thereof. Except as provided in the Standard Terms and in paragraph (d) in this Section, the Trust shall not issue additional Certificates or incur any indebtedness. (b) The Class A-1 Certificates have an initial aggregate certificate principal amount of $25,199,425, and the Class A-2 Certificates have an initial aggregate certificate principal amount of $4,230,575 (the each, a "Certificate Principal Amount") of $13,090,000. The Class A-2 Certificates are interest-only Certificates, and have a notional amount equal to the Certificate Principal Amount of the Class A-1 Certificates). (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 7.758.00% per annum on the outstanding Certificate Principal Amount of the Class A-1 Certificates. The holders of the Class A-2 Certificates shall not bear interest. On March 1, 2002, the Trustee will be entitled pay to receive the Depositor the amount of interest accrued and paid on each Distribution Date the Underlying Securities from September 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 Class A-1 Certificates in respect of accrued interest, if any, received of any proceeds from the recovery on the Underlying Securities, . (d) The Depositor may sell to the extent necessary Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days notice to pay interest at the Trustee and upon (i) satisfaction of the Rating Agency Condition and (ii) delivery of an Opinion of Counsel to the effect that the sale of such additional Underlying Securities will not materially increase the likelihood that the Trust would fail to qualify as a rate of 1.00% per annum grantor trust under the Code. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, Class A-1 Certificates and Class A-2 Certificates in the outstanding notional same proportion as the original Class A-1 Certificates and Class A-2 Certificates, with an aggregate Certificate Principal Amount equal to the principal amount of such additional Underlying Securities, and the Call Warrants related thereto. Any such additional Class A-2A-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) As a condition precedent for transferring the Call Warrants, the prospective transferee shall be required to deliver to the Trustee and the Depositor an executed copy of the Investment Letter (set forth in Exhibit C hereto).