0000947871-04-001246 Sample Contracts

TERMS AGREEMENT
Terms Agreement • April 28th, 2004 • Merrill Lynch Depositor Inc Pplus Trust Series GSC-1 • Asset-backed securities

We understand that Merrill Lynch Depositor, Inc., a Delaware corporation (the "Company"), proposes to issue and sell 2,000,000 PPLUS Class A 6.25% Trust Certificates Series GSC-1 (the "Class A Certificates") at a $25 Stated Amount per Class A Trust Certificate and 2,000,000 PPLUS Class B 0.095% Trust Certificates Series GSC-1 (the "Class B Certificates") with a notional principal amount of $25 per Class B Certificate, (the Class A Certificates and Class B Certificates collectively, the "Underwritten Securities").

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Market Agent Agreement • April 28th, 2004 • Merrill Lynch Depositor Inc Pplus Trust Series GSC-1 • Asset-backed securities • New York
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