0000947871-02-000021 Sample Contracts

TERMS AGREEMENT ---------------
Terms Agreement • January 9th, 2002 • Merrill Lynch Depositor Inc Preferredplus Trust Series LMG-2 • Asset-backed securities

We understand that Merrill Lynch Depositor, Inc., a Delaware corporation (the "Company"), proposes to issue and sell 1,240,000 PreferredPLUS 8.50% Trust Certificates Series LMG-2 at a $25 Stated Amount per Trust Certificate (the "Underwritten Securities").

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Trust Certificate Series Supplement • January 9th, 2002 • Merrill Lynch Depositor Inc Preferredplus Trust Series LMG-2 • Asset-backed securities • New York
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