Exhibit 4.1 STRUCTURED ASSET TRUST UNIT REPACKAGINGS (SATURNS (SM)) STANDARD TERMS FOR TRUST AGREEMENTS MS Structured Asset Corp. (as Depositor)Trust Agreement • January 22nd, 2003 • MS Structured Asset Corp • Asset-backed securities • New York
Contract Type FiledJanuary 22nd, 2003 Company Industry Jurisdiction
MSDW STRUCTURED ASSET CORP. UNDERWRITING AGREEMENT STANDARD PROVISIONSUnderwriting Agreement • April 28th, 1999 • MSDW Structured Asset Corp • Asset-backed securities • New York
Contract Type FiledApril 28th, 1999 Company Industry Jurisdiction
LASALLE BANK NATIONAL ASSOCIATION as Warrant AgentTrust Agreement • February 19th, 2004 • MS Structured Asset Corp • Asset-backed securities • New York
Contract Type FiledFebruary 19th, 2004 Company Industry Jurisdiction
STRUCTURED ASSET TRUST UNIT REPACKAGINGS (SATURNSSM)Trust Agreement • March 4th, 2003 • MS Structured Asset Corp • Asset-backed securities • New York
Contract Type FiledMarch 4th, 2003 Company Industry Jurisdiction
SCHEDULE TO THE MASTER AGREEMENT dated as of ________, ____ between [MORGAN STANLEY CAPITAL SERVICES INC.] ("Party A") and SATURNS TRUST NO. _____ ("Party B" or the "Trust")Master Agreement • September 30th, 1998 • MSDW Structured Asset Corp • New York
Contract Type FiledSeptember 30th, 1998 Company Jurisdiction
MSDW STRUCTURED ASSET CORP. UNDERWRITING AGREEMENT STANDARD PROVISIONSUnderwriting Agreement • September 30th, 1998 • MSDW Structured Asset Corp • New York
Contract Type FiledSeptember 30th, 1998 Company Jurisdiction
EXHIBIT 1.1 MSDW STRUCTURED ASSET CORP. UNDERWRITING AGREEMENT STANDARD PROVISIONSUnderwriting Agreement • July 7th, 1999 • MSDW Structured Asset Corp • Asset-backed securities • New York
Contract Type FiledJuly 7th, 1999 Company Industry Jurisdiction
STRUCTURED ASSET TRUST UNIT REPACKAGINGS (SATURNS(SM))Trust Agreement • November 12th, 2002 • MS Structured Asset Corp • Asset-backed securities • New York
Contract Type FiledNovember 12th, 2002 Company Industry Jurisdiction
STRUCTURED ASSET TRUST UNIT REPACKAGINGS STANDARD TERMS FOR TRUST AGREEMENTS MSDW Structured Asset Corp. (as Depositor)Trust Agreement • April 28th, 1999 • MSDW Structured Asset Corp • Asset-backed securities • New York
Contract Type FiledApril 28th, 1999 Company Industry Jurisdiction
STRUCTURED ASSET TRUST UNIT REPACKAGINGS STANDARD TERMS FOR TRUST AGREEMENTS MSDW Structured Asset Corp. (as Depositor)Trust Agreement • July 7th, 1999 • MSDW Structured Asset Corp • Asset-backed securities • New York
Contract Type FiledJuly 7th, 1999 Company Industry Jurisdiction
MS STRUCTURED ASSET CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2010 • MS Structured Asset Corp • Asset-backed securities • New York
Contract Type FiledMarch 26th, 2010 Company Industry JurisdictionThis Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other.
STRUCTURED ASSET TRUST UNIT REPACKAGINGS (SATURNSSM) STANDARD TERMS FOR TRUST AGREEMENTS MS Structured Asset Corp. (as Depositor) and (as Trustee)Trust Agreement • March 26th, 2010 • MS Structured Asset Corp • Asset-backed securities • New York
Contract Type FiledMarch 26th, 2010 Company Industry Jurisdiction[EACH PURCHASER OR OTHER TRANSFEREE OF THIS UNIT OR ANY INTEREST HEREIN OF THIS UNIT, BY ITS ACCEPTANCE HEREOF, IS DEEMED TO REPRESENT AND WARRANT FOR THE BENEFIT OF THE TRUSTEE AND THE DEPOSITOR OF THE TRUST, AND EACH DISTRIBUTION PARTICIPANT AS DEFINED IN THE TRUST AGREEMENT THAT SUCH PURCHASER OR OTHER TRANSFEREE IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT. ]