MS Structured SATURNS Series 2007-1 Sample Contracts

TRUST AGREEMENT
Trust Agreement • March 1st, 2007 • MS Structured SATURNS Series 2007-1 • Asset-backed securities • New York

TRUST AGREEMENT, between MS Structured Asset Corp. (the “Depositor”) and LaSalle Bank National Association (the “Trustee”), made as of the date set forth in Schedule I attached hereto, which Schedule together with Schedules II and III attached hereto, are made a part hereof. The terms of the Standard Terms for Trust Agreements, dated April 13, 2006 (the “Standard Terms”) are, except to the extent otherwise expressly stated, hereby incorporated by reference herein in their entirety with the same force and effect as though set forth herein. Capitalized terms used herein and not defined shall have the meanings defined in the Standard Terms. References to “herein”, “hereunder”, “this Trust Agreement” and the like shall include the Schedule I attached hereto and the Standard Terms so incorporated by reference.

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Annual Statement of Compliance
Trust Agreement • March 31st, 2011 • MS Structured SATURNS Series 2007-1 • Asset-backed securities

I, Thomas M. O’Connor, a Senior Vice President of Bank of America, National Association as successor by merger to LaSalle Bank National Association, as Trustee hereby certify that:

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