Contract

TRUST AGREEMENT 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 and are hereinafter referred to collectively as the "Terms Schedule". The terms of the Standard Terms for Trust Agreements, dated July 7, 1999 (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 Terms Schedule attached hereto and the Standard Terms so incorporated by reference. WHEREAS, the Depositor and the Trustee desire to establish the Trust identified in Schedule I attached hereto (the "Trust") for the primary purposes of (i) holding the Securities, (ii) entering into any Swap Agreement with the Swap Counterparty and (iii) issuing the Units; WHEREAS, the Depositor desires that the respective beneficial interests in the Trust be divided into transferable fractional shares, such shares to be represented by the Units; WHEREAS, the Depositor desires to appoint the Trustee as trustee of the Trust and the Trustee desires to accept such appointment; WHEREAS, the Depositor shall transfer, convey and assign to the Trust without recourse, and the Trust shall acquire, all of the Depositor's right, title and interest in and under the Securities and other property identified in Schedule II to the Trust Agreement (the "Trust Property"); and WHEREAS, the Trust agrees to acquire the Trust Property specified herein in consideration for Units having an initial Unit Principal Balance identified in Schedule I attached hereto, subject to the terms and conditions specified in the Trust Agreement; NOW THEREFORE, the Depositor hereby appoints the Trustee as trustee hereunder and hereby requests the Trustee to receive the Securities from the Depositor and to issue in accordance with the instructions of the Depositor Units having the terms specified in Schedule I attached hereto, and the Trustee accepts such appointment and, for itself and its successors and assigns, hereby declares that it shall hold all the estate, right, title and interest in any property contributed to the trust account established hereunder (except property to be applied to the payment or reimbursement of or by the Trustee for any fees or expenses which under the terms hereof is to be so applied) in trust for the benefit of all present and future Holders of the fractional shares of beneficial interest issued hereunder, namely, the Unitholders, and subject to the terms and provisions hereof and of the Standard Terms. IN WITNESS WHEREOF, each of the undersigned has executed this instrument as of the date set forth in the Terms Schedule attached hereto. LASALLE BANK NATIONAL ASSOCIATION as Trustee on behalf of the Trust identified in Schedule I hereto, and not in its individual capacity By: /s/ Ann M. Kelly ------------------------------- Name: Ann M. Kelly Title: Assistant Vice President MS STRUCTURED ASSET CORP. By: /s/ John Kehoe ------------------------------- Name: John Kehoe Title: Vice President Attachments: Terms Schedule (consisting of Schedules I, II and III) Schedule I (Terms of Trust and Units) Trust: SATURNS Trust No. 2002-15 Date of Trust Agreement: January 6, 2003 Depositor: On November 8, 2002, the Depositor changed its name from MS Structured Asset Corp. to MS Structured Asset Corp. Trustee: LaSalle Bank National Association. References to Chase Bank of Texas, National Association in the Standard Terms shall be inapplicable. Initial Unit Principal Balance of the Units: $25,015,600 Issue Price: 100% Number of Units: 1,000,624 (Unit Principal Balance of $25 each) Minimum Denomination: $25 and $25 increments in excess thereof. The minimum denomination specified in Section 5.01(a) of the Standard Terms shall not apply. Each $25 of Unit Principal Balance is a Unit. Cut-off Date: January 6, 2003 Closing Date: January 6, 2003 Specified Currency: United States dollars Business Day: New York, New York and Chicago, Illinois Interest Rate: 8.00 % per annum on the basis of a 360 day year consisting of twelve 30 day months. Interest Reset Period: Not Applicable Rating: Baa3 by Moody's BBB by S&P Rating Agencies: Moody's and S&P Scheduled Final Distribution Date: April 15, 2038. The Units will have the same final maturity as the Securities. Prepayment/Redemption: The Trust Property is subject to call in accordance with Schedule III. Any such call will cause a redemption of a corresponding portion of the Units. If the call rights under the Swap Agreement are partially exercised, the Trustee will randomly select Units to be redeemed in full from the proceeds of such partial exercise of the Swap Agreement. If sufficient funds are not available to redeem each such redeemed Unit in full, one Unit may be fractionally redeemed as a result of each such partial exercise. Additional Distribution: If the Security Issuer gives notice of a self-tender as to Securities held by the Trust and the Swap Counterparty exercises its call rights under the Swap Agreement prior to January 6, 2008, each redeemed Unitholder will receive an additional distribution of $1.50 per Class A Unit. Corporate Trust Office: The definition of "Corporate Trust Office" in the Standard Terms shall not apply. The Corporate Trust Office shall be the Trustee's Asset-Backed Securities Trust Services Group having an office at 135 S. LaSalle Street, Suite 1625, Chicago, Illinois 60603 or such other addresses as the Trustee may designate from time to time by notice to the Unitholders, the Depositor, the Swap Counterparty and the Guarantor. Swap Agreement: The ISDA Master Agreement referred to in Schedule III and any assignment thereof. In addition, in connection with an additional issuance of Units, any additional Swap Agreement entered into in connection therewith. Swap Counterparty: Party A to the Swap Agreement referred to in Schedule III or any assignee thereof. In addition, in connection with an additional issuance of Units, Party A to any additional Swap Agreement or any assignee thereof. In the event that there is more than one Swap Counterparty at any time when a partial redemption of the Securities occurs, the Trustee shall randomly select which options under the Swap Agreements shall be selected for exercise or termination (and receipt of a Swap Termination Payment). Swap Termination Payment: An amount equal to the excess (if any) of the sale proceeds of the Securities, reduced by (x) accrued interest on the Securities, (y) the aggregate outstanding Unit Principal Balance of Units to be redeemed in relation to such sale and (z) any additional distribution on the Units. Guaranty: Morgan Stanley (formerly known as Morgan Stanley Dean Witter & Co., the "Guarantor") shall guarantee the obligations of Morgan Stanley & Co. International Limited ("MSIL") for so long as MSIL is Party A to any Swap Agreement with the Trust. Swap Notional Amount: The notional amount specified in Schedule III. Swap Payment Date: Not Applicable Swap Rate: Not Applicable Additional Swap Agreements: In connection with an additional issuance of Units, the Depositor may arrange for the Trust to enter into an additional Swap Agreement with identical terms to those of the Swap Agreement entered into as of the Closing Date with an additional Swap Counterparty, except that such Swap Agreement may have a different Swap Counterparty, number of options, and premium amount than the Swap Agreement entered into on the Closing Date. The Rating Agency Condition must be satisfied prior to the effectiveness of such additional Swap Agreement. Each Swap Counterparty must consent to any additional issuance. Distribution Date: Each April 15 and October 15, or the next succeeding Business Day if such day is not a Business Day, commencing April 15, 2003. If any payment with respect to the Securities held by the Trust is not received by the Trustee by 12 noon (New York City time) on a Distribution Date, the corresponding distribution on the Units will not occur until the next Business Day that the Trust is in receipt of proceeds of such payment prior to 12 noon, with no adjustment to the amount distributed. Record Date: Each April 1 and October 1, regardless of whether such day is a Business Day. Form: Global Security Depositary: DTC Trustee Fees and Expenses: As compensation for and in payment of trust expenses related to its services hereunder other than Extraordinary Trust Expenses, the Trustee will receive Trustee Fees on each Distribution Date in the amount equal to $2,000. The Trustee Fee shall cease to accrue after termination of the Trust. The "Trigger Amount" with respect to Extraordinary Trust Expenses for the Trust is $25,000 and the Maximum Reimbursable Amount is $100,000. The Trustee Fee will be paid by the Expense Administrator. Expenses will be reimbursed by the Expense Administrator in accordance with the Expense Administration Agreement. Expense Administrator: The Depositor will act as Expense Administrator on behalf of the Trust pursuant to an Expense Administration Agreement, dated as of the date of the Trust Agreement (the "Expense Administration Agreement"), between the Depositor as Expense Administrator (the "Expense Administrator") and the Trust. The Expense Administrator will receive a fee equal to $3,876 payable on each Distribution Date. Amounts in respect of an additional payment obligation of the Swap Counterparty in respect of the Expense Administrator's fee shall also be considered part of the Expense Administrator's fee hereunder and under the Expense Administration Agreement. The Expense Administrator's fee is payable only from available interest receipts received with respect to the Securities after application of such receipts to payment of accrued interest on the Units. The Amounts specified in the paragraph are also referred to as the "Expense Administrator's Fee". In addition, the Expense Administrator shall own that portion of the Securities which represent the interest of a fractional Unitholder that would remain after a partial exercise of the Swap Agreement had the Swap Counterparty not been obligated to pay the Fractional Unit Make Whole Amount (pursuant to and as defined in the Swap Agreement and the Expense Administration Agreement). The Expense Administrator shall own that portion of the Securities which represent the interest of a fractional Unitholder that would remain after a partial redemption by the Security Issuer if the Expense Administrator had not actually paid to the Trust the amount specified above. The Expense Administrator shall receive all interest and principal with respect to such portion of the Securities. The Expense Administrator will be responsible for paying the Trustee Fee and reimbursing certain other expenses of the Trust in accordance with the Expense Administration Agreement. Listing: The Depositor has applied to list the Units on the New York Stock Exchange ERISA Restrictions: None of the restrictions in the Standard Terms relating to the Employee Retirement Income Security Act of 1974, as amended, and related matters shall apply to the Units. Alternative ERISA Restrictions: Not Applicable Deemed Representations: Not Applicable QIB Restriction: Not Applicable Trust Wind-Up Event: The Trust Wind-Up Events specified in Sections 9.01(a), 9.01(c), 9.01(d), 9.01(f) and 9.01(h) shall not apply. The Trust Wind Events specified in Sections 9.01(b) (Security Default), 9.01(e) (Early Termination Date designated due to "illegality" or "tax event" under the Swap Agreement), 9.01(g) (Disqualified Securities), 9.01(i) (Excess Expense Event) shall apply. Pursuant to Section 9.01(j), the following event also shall constitute Trust Wind-Up Events: exercise of the call rights under the Swap Agreement as to all Securities held by the Trust. If (i) cash settlement applies under the Swap Agreement, (ii) a Trust Wind-Up Event has occurred in connection with the exercise of any Option under the Swap Agreement and (iii) the Selling Agent cannot obtain a bid for the Securities in excess of the amount specified in the Swap Agreement, then the Securities will not be sold, the Swap Counterparty's exercise of the call option will be rescinded (and the Swap Counterparty shall be entitled to exercise such options in the future) and any related Trust Wind-Up Event will be deemed not to have occurred. Termination: If a Trust Wind-Up Event occurs, any Securities held by the Trust will be liquidated (pursuant to the terms of the Swap Agreement in the event of an exercise of the Swap Agreement) or otherwise by sale thereof. If the related Trust Wind-Up Event occurs due to an exercise of the call rights under the Swap Agreement as to all Securities held by the Trust, (i) amounts received as accrued interest on the Securities will be applied as to amounts treated as accrued interest outstanding on the Units, (ii) amounts received as principal or par on the Securities will be applied to the Unit Principal Balance of the Units up to 100% of the Unit Principal Balance of each Unit, and (iii) if prior to January 6, 2008, in connection with a self-tender, an additional amount of $1.50 per Unit. Remaining accrued interest will be applied to the Expense Administrator's fee. Amounts in respect of an additional payment obligation of the Swap Counterparty in respect of the Expense Adminstrator's Fee will be paid to the Expense Administrator. Remaining amounts will be allocated to the Swap Termination Payment. If the Trust is terminated for any other reason, the proceeds of liquidation will be applied to redeem the Units. If the proceeds of liquidation exceed the aggregate Unit Principal Balance and accrued interest on the Securities, the excess will be paid to the Swap Counterparty as a Swap Termination Payment under the Swap Agreement. Self-Tenders by Security Issuer: The Trust will not participate in any self-tender by the Security Issuer for the Securities and the Trustee will not accept any instructions to the contrary from the Unitholders. However, the Swap Counterparty may exercise its call rights in connection with any self-tender in accordance with the Swap Agreement. Exchangeable Series Terms: The Exchangeable Series provisions only apply to the Depositor as a Unitholder (or beneficial owner of Units). No Unitholder (or beneficial owner of a Unit) other than the Depositor may exchange Units for Securities. The Depositor may exchange Units for a pro rata portion of the Trust Property; provided that: (i) the exchange is made with respect to a minimum Unit Principal Balance of $250,000 and in $25 integral multiples in excess thereof; (ii) such exchange is to be effected on any January 1, April 1, July 1 or October 1 (or the succeeding Business Day if such date is not a Business Day) with 45 days notice; (iii) the Swap Counterparty consents to the exchange and (iv) the Expense Administrator consents to the exchange. Terms of Retained Interest: Notwithstanding any other provision herein or in the Standard Terms, the Depositor retains the right to receive any and all interest that accrues on the Securities prior to the Closing Date. The Depositor will receive such accrued interest on the first Distribution Date (or redemption date if earlier) for the Units and such amount shall be paid from the interest payment made with respect to the Securities on the first Distribution Date. The amount of the Retained Interest is $450,281. If a Security Default occurs on or prior to the first Distribution Date and the Depositor does not receive such Retained Interest amount in connection with such Distribution Date, the Depositor will have a claim for such Retained Interest, and will share pro rata with holders of the Units to the extent of such claim in the proceeds from the recovery on the Securities. Call Option Terms: Not Applicable. Security Default: The definition of Security Default in the Standard Terms shall not apply. A "Security Default" shall mean one of the following events: (i) the acceleration of the outstanding Securities under the terms of the Securities and/or the applicable Security Agreement and failure to pay the accelerated amount on the acceleration date; (ii) the failure of the Security Issuer to pay an installment of principal of, or any amount of interest due on, the Securities after the due date thereof and after the expiration of any applicable grace period ; (iii) the initiation by the Security Issuer of any proceedings seeking a judgment of insolvency or bankruptcy or seeking relief under bankruptcy or insolvency laws or similar laws affecting creditor's rights; or (iv) if not otherwise addressed in (iii), the passage of thirty (30) calendar days since the day upon which any person or entity initiates any proceedings against the Security Issuer seeking a judgment of insolvency or bankruptcy or seeking relief under bankruptcy or insolvency laws or similar laws affecting creditor's rights and such proceeding has not been dismissed prior to such thirtieth day. Sale of Securities: If the Trust must sell the Securities it holds, the Trust will sell the Securities through the Selling Agent in accordance with Section 9.03(b) and the following terms. The Selling Agent must solicit at least three bids for all of the Securities held by the Trust. The Selling Agent must solicit at least three of such bids from registered broker-dealers of national reputation, but additional bids may be solicited from one or more financial institutions or other counterparties with credit worthiness acceptable to the Selling Agent in its discretion. The Selling Agent will, on behalf of the Trust, sell the Securities at the highest bid price received. None of the Selling Agent, its affiliates or its agents, may bid for the Securities. If the Swap Counterparty is not an affiliate of the Selling Agent, the Selling Agent will extend a right of first refusal to the Swap Counterparty to purchase the Securities at the highest bid received by the Selling Agent. If cash settlement applies and if the Swap Counterparty exercises any of its call rights other than in connection with a self-tender for the Securities by the Security Issuer, a number of Securities corresponding to the number of call rights exercised by the Swap Counterparty will be sold by the Selling Agent on behalf of the Trust. If the Selling Agent cannot obtain a bid for the Securities in excess of the amount specified in the Swap Agreement, then the Securities will not be sold, the Swap Counterparty's exercise will be rescinded (and the Swap Counterparty shall be entitled to exercise such call rights in the future) and any related Trust Wind-Up Event will be deemed not to have occurred. Additional Issuance of Units: Upon no less than 5 days' notice to the Trustee, the Depositor may deposit additional Securities at any time in exchange for additional Units in a minimum aggregate amount of $250,000 and, if in excess of such amount, in a $25 integral multiple in excess thereof. The principal amount of Securities deposited must be in the same ratio to the Unit Principal Balance of the Units received for such deposit as the ratio of the aggregate principal amount of the Securities deposited on the Closing Date to the aggregate Unit Principal Balance on the Closing Date. The Depositor must either arrange for the Swap Counterparty and the Trust to increase proportionally the notional amount under the Swap Agreement or arrange for an additional Swap Agreement, with a notional amount equal to the principal amount of the additional Securities deposited, to be entered into between the Trust and an additional Swap Counterparty (or a combination of an additional Swap Agreement and a notional balance increase of the existing Swap Agreement(s), with the combined effect of such proportional increase in the notional amount of the Swap Agreements). Any accrued interest will be reflected in the price of the additional Units and the Securities. The Rating Agency Condition must be satisfied in connection with any such additional issuance. Each Swap Counterparty must consent to any additional issuance. Selling Agent: Morgan Stanley & Co. Incorporated. Notwithstanding any provision of the Standard Terms to the contrary, any sale of the Securities shall be conducted by and through the Selling Agent and not the Trustee. Rating Agency Condition: The definition of Rating Agencies Condition in the Standard Terms shall not apply. "Rating Agency Condition": With respect to any specified action or determination, means receipt of (i) oral or written confirmation by Moody's (for so long as the Units are outstanding and rated by Moody's) and (ii) written confirmation by S&P (for so long as the Units are outstanding and rated by S&P), that such specified action or determination will not result in the reduction or withdrawal of their then-current ratings on the Units; provided, however, that if the Rating Agency Condition specified herein is to be satisfied only with respect to Moody's or S&P, only clause (i) or clause (ii) shall be applicable. Such satisfaction may relate either to a specified transaction or may be a confirmation with respect to any future transactions which comply with generally applicable conditions published by the applicable rating agency. Eligible Account: The definition of "Eligible Account" in the Standard Terms shall not apply. "Eligible Account": A non-interest bearing account, held in the United States, in the name of the Trustee for the benefit of the Trust that is either (i) a segregated account or segregated accounts maintained with a Federal or State chartered depository institution or trust company the short-term and long-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the short-term and long-term unsecured debt obligations of such holding company) are rated P-1 and Aa2 by Moody's, A-1+ and AA by S&P, and, if rated by Fitch, F1 and AA by Fitch at the time any amounts are held on deposit therein including when such amounts are initially deposited and all times subsequent or (ii) a segregated trust account or segregated accounts maintained as a segregated account or as segregated accounts and held by the Trustee in its Corporate Trust Office in trust for the benefit of the Unitholders. Permitted Investments: The following shall be a Permitted Investment in addition to the investments specified in the Standard Terms: Units of the Dreyfus Cash Management Fund Investor Shares or any other money market funds which are rated in the highest applicable rating category by each Rating Agency (or such lower rating if the Rating Agency Condition is satisfied). Amendment of Trust Agreement: Section 12.01(a) of the Standard Terms shall be replaced with the following: (a) The Trust Agreement may be amended from time to time by the Depositor and the Trustee without the consent of any of the Unitholders, upon delivery by the Depositor of an Opinion of Counsel acceptable to the Trustee to the effect that such amendment will not materially and adversely affect the interests of any holder of a Class of Units that is not voting with respect to such amendment pursuant to Section 12.01(b), for any of the following purposes: (i) to cure any ambiguity or defect or to correct or supplement any provision in the Trust Agreement which may be defective or inconsistent with any other provision in the Trust Agreement; (ii) to provide for any other terms or modify any other terms with respect to matters or questions arising under the Trust Agreement; (iii) to amend the definitions of Trigger Amount and Maximum Reimbursable Amount so as to increase, but not decrease, the respective amounts contained in such definitions or to otherwise amend or waive the terms of Section 10.05(b) in any manner which shall not adversely affect the Unitholders in any material respect; (iv) to amend or correct or to cure any defect with respect to the Trustee Fee or Expense Administrator's fee; (v) to evidence and provide for the acceptance of appointment under the Trust Agreement by a successor Trustee; or (vi) to add or change any of the terms of the Trust Agreement as shall be necessary to provide for or facilitate the administration of the Trust, including any amendment necessary to ensure the classification of the Trust as a grantor trust for United States federal income tax purposes; provided, however, that in the case of any amendment pursuant to any of clauses (i) through (vi) above, the Rating Agency Condition shall be satisfied with respect to such amendment. If more than one Class of Units has been issued under the Trust Agreement, the provisions of this Section 12.01(a) shall apply to each Class of Units that is not materially and adversely affected by such amendment. Section 12.01(c) shall be re-designated Section 12.01(d). Section 12.01(b) shall be re-designated Section 12.01(c). The following shall constitute Section 12.01(b): (b) The Trust Agreement may be amended from time to time by the Depositor and the Trustee with the consent of a 100% of the outstanding Unit Principal Balance of each Class of Units materially and adversely affected thereby. The Rating Agency Condition shall be satisfied with respect to such amendment unless Units representing 100% of the Unit Principal Balance of all affected Units vote in favor of such amendment with notice that the Rating Agency Condition will not be satisfied. The following shall constitute Section 12.01(e): (e) For purposes of this Section 12.01, Schedule III to any Trust Agreement and any Swap Agreements entered into in connection with any related Trust shall not be considered part of the Trust Agreement. Section 7.02 shall govern action taken under the Trust Agreement with respect to any amendments to such Swap Agreements. Securities Intermediary: LaSalle Bank National Association acting in the capacity of securities intermediary. Additional Representations Of Trustee and Securities Intermediary: The Unit Account is a "securities account" within the meaning of Section 8-501 of the UCC and is held only in the name of the Trust. The Securities Intermediary is acting with respect to the Unit Account in the capacity of a "securities intermediary" within the meaning of Section 8-102(a)(l4) of the UCC. All Securities have been (i) delivered to the Securities Intermediary pursuant to the Trust Agreements; (ii) credited to the Unit Account; and (iii) registered in the name of the Securities Intermediary or its nominee, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary. In no case will any Securities or other financial asset credited to a Unit Account be registered in the name of the Depositor, payable to the order of the Depositor or specially indorsed to the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. The Unit Account is an account to which financial assets are or may be credited, and the Securities Intermediary shall treat the Trustee as entitled to exercise the rights that comprise any financial asset credited to the account. The Securities Intermediary hereby agrees that the Securities credited to the Unit Account shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC. If at any time the Securities Intermediary shall receive any order from the Trustee directing the transfer of any Securities on deposit in any Unit Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Depositor or any other Person. The Securities Intermediary shall take all instructions (including without limitation all notifications and entitlement orders) with respect to each Unit Account solely from the Trustee. The Securities Intermediary hereby confirms and agrees that: (a) There are no other agreements entered into between the Securities Intermediary and the Depositor with respect to any Unit Account; (b) It has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any Unit Account and/or any financial assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other Person; and (c) It has not entered into, and until the termination of the Trust Agreements will not enter into, any agreement with the Depositor or the Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth above The Trustee hereby represents and warrants as follows: (a) The Trustee maintains its books and records with respect to its securities accounts in the State of Illinois; and (b) The Trustee has not granted any lien on the Securities nor are the Securities subject to any lien on properties of the Trustee in its individual capacity; the Trustee has no actual knowledge and has not received actual notice of any lien on the Securities (other than any liens of the Trustee in favor of the beneficiaries of the Trust Agreements); other than the interests of the Unitholders and the potential interests of the Call Option holders, the books and records of the Trustee do not identify any Person as having an interest in the Securities. The Trustee makes no representation as to (i) the validity, legality, sufficiency or enforceability of any of the Securities or (ii) the collectability, insurability, effectiveness or suitability of any of the Securities. Additional Depositor Representations: The Depositor hereby represents and warrants to the Trustee as follows (with respect to the Closing Date and any additional issuance): (a) Immediately prior to the transfer of the Securities to the applicable Trust, the Depositor owned and had good and marketable title to the Securities free and clear of any lien, claim or encumbrance of any Person. (b) The Depositor has received all consents and approvals required by the terms of the Securities to the transfer to the Trustee of its interest and rights in the Securities as contemplated by the Trust Agreements. (c) The Depositor has not assigned, pledged, sold, granted a security interest in or otherwise conveyed any interest in the Securities (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released), except such interests granted pursuant to the Trust Agreements. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that includes a description of the Securities, other than any such filings pursuant to the Trust Agreements. The Depositor is not aware of any judgment or tax lien filings against Depositor. Other Terms: The Trust shall not merge or consolidate with any other trust, entity or person and the Trust shall not acquire the assets of, or an interest in, any other trust, entity or person except as specifically contemplated herein. The Trustee shall provide to the Unitholders and the Swap Counterparties copies of any notices it receives with respect to a self-tender offer for the Securities or an exercise of the call rights under the Swap Agreement and any other notices with respect to the Securities. The Trustee shall provide to the Swap Counterparty any notice from the Securities Issuer regarding a self-tender offer for the Securities within two (2) Business Days of receipt of such notice. The reference to "B2" in the definition of Certificate in the Standard Terms shall be replaced with "Exhibit B2". The reference to "Section 10.02(ix)" in the definition of Available Funds in the Standard Terms shall be replaced with "Section 10.02(a)(ix)". The reference to "Section 3.04" in the definition of Unit Account in the Standard Terms shall be replaced with "Section 3.05". The transfer by the Depositor to the Trustee specified in Section 2.01(a) of the Standard Terms shall be in trust. Section 2.06 of the Standard Terms shall be incorporated herein by inserting "cash in an amount equal to the premium under the Swap Agreement and" after the phrase "constituting the Trust Property," therein. The reference to "calendar day" in the last sentence of Section 3.06 of the Standard Terms shall be replaced with "Business Day". Section 4.02(d) of the Standard Terms shall be incorporated herein by striking "and the Trustee on behalf of the Unitholders" from the first sentence of the second paragraph thereof. Section 5.03(c) of the Standard Terms shall be incorporated herein by striking "(if so required by the Trustee or the Unit Registrar)" from the first sentence thereof. Section 7.01(c)(i) of the Standard Terms shall be incorporated herein by replacing the first word thereof ("after") with "alter". Section 7.01(c) of the Standard Terms shall be incorporated herein by inserting "(i)" between "Securities" and "would" in the clause that begins "and provided, further," and adding at the end of the same sentence "and (ii) will not alter the classification of the Trust for Federal income tax purposes." Section 7.02 of the Standard Terms shall be incorporated herein by striking "(i) the Trustee determines that such amendment will not adversely affect the interests of the Unitholders and (ii)" from the first sentence thereof, inserting "on which it may conclusively rely" after "Opinion of Counsel" in such sentence, and striking "clause (ii)" from the second sentence of such Section. For the avoidance of doubt, Section 9.03(c) of the Standard Terms shall not be incorporated herein. For the avoidance of doubt, the Securities may not be distributed to Unitholders under any circumstances, other than to the Depositor exercising exchangeable series rights. Section 9.03(i) of the Standard Terms shall be incorporated herein by striking "or oral" after the phrase "at any time by" in the third sentence thereof. Clause (ix) of Section 10.02(a) shall not apply. Section 10.02(a)(x) of the Standard Terms shall be replaced with the following: (x) the Trustee shall have the power to sell the Securities and other Trust Property, in accordance with Article IX and XI, through the Selling Agent or, if the Selling Agent shall have resigned or declined to sell some or all of the Securities, any broker selected by the Trustee (at the direction of the Depositor) with reasonable care, in an amount sufficient to pay any amount due to the Swap Counterparty under the Swap Agreement (including Termination Payments) or reimbursable to itself in respect of unpaid Extraordinary Trust Expenses and to use the proceeds thereof to make such payments after the distribution of funds or Trust Property to Unitholders. Any such broker shall be instructed by the Trustee to sell such Trust Property in a reasonable manner designed to maximize the sale proceeds. Section 10.05(b) of the Standard Terms shall be incorporated herein by replacing ", pursuant to the first sentence of this paragraph" with "the Trustee shall be indemnified by the Trust, however," in the last sentence thereof. Section 10.06(a) of the Standard Terms shall be incorporated herein by inserting "or association" after the word "corporation" in the second sentence thereof. Section 10.07(a) of the Standard Terms shall be incorporated herein by replacing "notice or resignation" with "notice of resignation" in the second sentence thereof and striking the last two sentences thereof. Section 10.10(b) of the Standard Terms shall be incorporated herein by inserting "The Trustee shall not be liable for the acts or omissions of any co-trustee." after the last sentence thereof. Section 10.14 of the Standard Terms shall be replaced with the following: SECTION 10.14. Non-Petition. Prior to the date that is one year and one day after all distributions in respect of the Units have been made, none of the Trustee, the Trust or the Depositor shall take any action, institute any proceeding, join in any action or proceeding or otherwise cause any action or proceeding against any of the others under the United States Bankruptcy Code or any other liquidation, insolvency, bankruptcy, moratorium, reorganization or similar law ("Insolvency Law") applicable to any of them, now or hereafter in effect, or which would be reasonably likely to cause any of the others to be subject to, or seek the protection of, any such Insolvency Law. Section 12.01(a) of the Standard Terms shall be incorporated herein by replacing "(v)" with "(vi)" in the last proviso thereof. Section 12.01(c) of the Standard Terms shall be incorporated herein by inserting ", provided at the expense of the party requesting such amendment," after "Opinion of Counsel". Section 12.05 of the Standard Terms shall be incorporated herein by striking "the Trustee and" in the last sentence of the second paragraph thereof. The reference to "its President, its Treasurer, or one of its Vice Presidents, Assistant Vice Presidents or Trust Officers" in the first sentence of Section 5.02(a) of the Standard Terms shall be replaced with "a Responsible Officer". The reference to "the proper officers" in the second sentence of Section 5.02(a) of the Standard Terms shall be replaced with "a Responsible Officer". The reference to "one of its authorized signatories" in the first sentence of Section 5.02(d) of the Standard Terms shall be replaced with "a Responsible Officer". The reference to the "Trust" in the first sentence of Section 5.08(b) of the Standard Terms shall be replaced with the "Trustee". References to D&P in the Standard Terms shall be incorporated as references to Fitch Inc. ("Fitch"). Schedule II (Terms of Trust Property) Securities: Goodrich Corporation (formerly known as B.F. Goodrich Company) 7.00% debentures due April 15, 2038 Security Issuer: Goodrich Corporation (formerly known as B.F. Goodrich Company) Principal Amount: $28,700,000 Security Rate: 7.00% Credit Ratings: Baa3 by Moody's BBB by S&P Listing: None. Security Agreement: An indenture dated as of May 1, 1991 between the Security Issuer and the Security Trustee. Form: Global Security Currency of Denomination: United States dollars Acquisition Price by Trust: 84.666755% Security Payment Date: Each April 15 and October 15 Original Issue Date: On or about April 28, 1998 The Security Issuer offered to exchange the securities then issued for publicly registered securities and such offering closed on or about September 1, 2001. Maturity Date: April 15, 2038 Sinking Fund Terms: Not Applicable Redemption Terms: Not Applicable CUSIP No.:/ISIN No. 382388ALO Security Trustee: Harris Trust and Savings Bank Available Information Regarding the Security Issuer (if other than U.S. Treasury obligations): The Security Issuer is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Such reports and other information can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, District of Columbia 20549 and at the following Regional Offices of the Commission: Woolworth Building, 233 Broadway, New York, New York 10279, and Northwest Atrium Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of such materials can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, District of Columbia 20549 at prescribed rates. Schedule III (Call Option Confirm) - ------- -------------------------------- ---------- ---------------------------- Date: January 6, 2003 To: SATURNS Trust No. 2002-15 From: Morgan Stanley & Co. International Limited Attn: Asset-Backed Securities Group Contact: Chris Boas SATURNS Trust No. 2002-15 Fax: 312-904-2084 Fax: 212-761-0406 Tel: 312-904-9387 Tel: 212-761-1395 - ------- -------------------------------- ---------- ---------------------------- Re: Bond Option Transaction. MS Reference Number SQ1Z2 The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between you and Morgan Stanley & Co. International Limited ("MSIL"), with Morgan Stanley & Co. Incorporated ("MS & Co."), as agent, on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the Agreement below. The definitions and provisions contained in the 1997 ISDA Government Bond Option Definitions as published by the International Swaps and Derivatives Association, Inc. ("ISDA") are incorporated into this Confirmation and this transaction shall be deemed a "Government Bond Option Transaction" for purposes of such definitions. In the event of any inconsistency between those definitions and this Confirmation, this Confirmation will govern. 1. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of the date hereof, as amended and supplemented from time to time (the "Agreement"), between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. 2. The terms of the particular Transaction to which this Confirmation relates are as follows: I. General Terms Trade Date: December 19, 2002 Option Style: American Option Type: Call Buyer: MSIL ("Party A") Seller: SATURNS Trust No. 2002-15 ("Party B") Bonds: The obligation identified as follows: Bond Issuer: Goodrich Corporation (formerly known as B.F. Goodrich Company) Issue: 7.00% debentures due 2038 CUSIP: 382388AL0 Coupon: 7.00 % Maturity Date: April 15, 2038 Face Amount Purchased: USD 28,700,000 Premium: USD $71,750 Premium Payment Date: January 6, 2003 Number of Options: 28,700 Option Entitlement: USD 1,000 of face amount of the Bonds per Option. Strike Price: (i) For any Exercise Date prior to January 6, 2008, 92.393% in the case of an exercise related to a self-tender by the Bond Issuer for Bonds held by the Trust of the corresponding portion of the aggregate Unit Principal Balance (as defined in the Trust Agreement) but exclusive of accrued interest on the Bonds or (ii) for any Exercise Date on or after January 6, 2008, 87.163% of the face amount of the Bonds exclusive of accrued interest. Calculation Agent: Party A II. Exercise Terms Automatic Exercise: Inapplicable Exercise Period: Any Business Day from, and including, 9:00 a.m. (New York time) on January 6, 2008, to, and including, the Expiration Time on the Expiration Date; provided, however, the Exercise Period shall also include any Business Day prior to January 6, 2008, if notice of self-tender has been delivered by the Bond Issue as to Bonds held by the Trust. Exercise Date: For each Option exercised, the day during the Exercise Period on which that Option is exercised. Rescission of Exercise: Party A may rescind its notice of exercise at any time prior to the Settlement Date by providing notice of rescission to Party B. If Cash Settlement applies and if Party B cannot obtain a bid for the Bonds held by it in excess of the Strike Price together with accrued interest on the Bonds, then Party A's notice of exercise shall be rescinded. If Cash Settlement applies and Party A exercises its Options in connection with a self-tender for settlement prior to January 6, 2008, Party A's notice of exercise shall be automatically rescinded if the price offered by the Bond Issuer does not exceed the Strike Price together with accrued interest on the Bonds. Upon any rescission of exercise (whether pursuant to the foregoing sentence or otherwise) the Options for which notice of exercise was given and for which exercise was rescinded shall continue in full force and effect without regard to such provision of notice. Multiple Exercise: Applicable Minimum Number of Options: 1 Written Confirmation of Exercise: Applicable. Buyer shall give exercise notice which may be given orally (including by telephone) during the Exercise Period but no later than the Notification Date. Buyer will execute and deliver a written exercise notice confirming the substance of such oral notice, however, failure to provide such written notice will not affect the validity of the oral notice. Limitation on Rights of MSIL: Buyer may, by written notice thereof to Seller, delegate its rights to provide a notice of exercise hereunder to a third party (the "Third Party"). Any such delegation will be irrevocable by Buyer without the written consent of the Third Party. Any such Third Party will have the same rights and obligations regarding providing notice of exercise hereunder as the Buyer had prior to such delegation. While any such delegation is effective, Seller will only recognize a notice of exercise that is provided by the Third Party. Notification Date: The Swap Counterparty may give notice of its intention to exercise the call rights under the Swap Agreement on not less than 15 or more than 60-calendar days' notice. The Swap Counterparty may give notice of its intention to exercise its call rights under the Swap Agreement with respect to Bonds held by the Trust as to which the Bond Issuer has given notice of a self-tender with two business days notice prior to the settlement of exercise but no later than 4:00 p.m. New York time on the second Business Day immediately preceding the scheduled settlement of the self-tender. Limited Right to Confirm Exercise: Inapplicable Expiration Date: April 15, 2035 Expiration Time: 4:00 p.m. New York time Business Days: New York and Chicago III. Settlements: Settlement: Cash Settlement if MSIL is Party A; otherwise Physical Settlement. Party A will notify Party B separately regarding the clearance system details for Physical Settlement. Spot Price (Cash Settlement Only): The cash proceeds received by Party B in connection with sale of the Bonds by Party B, excluding any amounts in respect of accrued interest. In the event of a self-tender by the Bond Issuer, the self-tender price, as applicable, paid by the Bond Issuer, excluding accrued interest. Deposit of Bond Payment (Physical Party A must deposit the Bond Settlement Only): Payment with the Trustee on the Business Day prior to the Exercise Date. The Bonds are to be delivered "free" to Party A. Additional Payment Obligation of To the Expense Administrator (the Party A: "Expense Administrator Payment Obligation"): If any exercise of Options hereunder is an exercise of less than all Options remaining unexercised hereunder, Party A shall pay to the Expense Administrator an amount equal to the present value of a stream of payments equal to $3,876 payable on each payment date for the Bonds until the maturity of the Bonds discounted at a rate of 6.0% per annum on the basis of a 360 day year consisting of twelve 30 day months from the date of such exercise until the Scheduled Final Distribution Date (as defined in the Trust Agreement), assuming for this purpose that the Trust (as defined in the Trust Agreement) is not terminated prior to the Scheduled Final Distribution Date, multiplied by the Option Entitlement multiplied by the number of Options exercised and divided by $28,700,000. To Party B: Upon any exercise, Party A shall pay to Party B the Fractional Unit Make Whole Amount. Party A shall be entitled to reimbursement of any amounts paid or netted from payments received in respect of the Fractional Unit Make Whole Amount from the Expense Administrator to the extent, and only to the extent, provided in the Expense Administration Agreement. Settlement Date: For Cash Settlement, the Business Day of settlement of the sale of the Bonds by Party B. For Physical Settlement, the Exercise Date. 3. Additional Definitions. "Expense Administration Agreement" means the expense administration agreement dated as of the date hereof between Party B and the Expense Administrator. "Expense Administrator" means MS Structured Asset Corp. acting pursuant to the Expense Administration Agreement. "Fractional Unit Make Whole Amount" means an amount equal to the Unit Principal Balance (as defined in the Trust Agreement) of any fractional Unit (as defined in the Trust Agreement) that would remain after any exercise hereunder if no provision were made to pay to Party B an additional amount equal to such Unit Principal Balance, together with accrued interest on such fractional Unit and, if applicable, any Additional Distribution (as defined in the Trust Agreement) on such fractional Unit. "Trust Agreement" means the trust agreement dated as of the date hereof between the MS Structured Asset Corp. and LaSalle Bank National Association. 4. Representations. Morgan Stanley & Co. Incorporated is acting as agent for both parties but does not guarantee the performance of Party A. 5. Additional Termination Event. As set forth in the Agreement, a Trust Wind-Up Event will result in an Additional Termination Event under the Agreement with respect to which Party B shall be the Affected Party and this Transaction shall be an Affected Transaction. A redemption by the Bond Issuer of a portion of the Bonds held by Party B will result in a partial Additional Termination Event to the extent of the Bonds being so redeemed if Party A does not exercise Options hereunder corresponding to such Bonds. 6. Swap Termination Payments. In the event an Early Termination Date is designated with respect to which this Transaction is an Affected Transaction, there shall be payable to Party A as a termination payment in lieu of the termination payment determined in accordance with Section 6(e) of the Agreement, the amount specified as the Swap Termination Payment in the Trust Agreement. 7. Assignment. The rights under this Confirmation and the Agreement may be assigned at any time and from time to time in whole or in part; provided that the Rating Agency Condition (as defined in the Trust Agreement) is satisfied with respect to such assignment and any transfer. The transferee in any such assignment or transfer must be a qualified institutional buyer as defined in Rule 144A under the Securities Act of 1933, as amended. 8. Account Details. Payments to Party A: Citibank, N.A., New York SWIFT BIC Code: CITIUS33 ABA No. 021 000 089 FAO: Morgan Stanley & Co. International Limited Account No. 3042-1519 Operations Contact: Barbara Kent Tel 212-537-1449 Fax 212-537-1868 Payments to Party B: LaSalle Bank, Chicago, Illinois ABA No. 071 000 505 Reference: SATURNS 2002-15 Unit Account / AC-2090067/ Account No.: 67-9132506 Operations Contact: Andy Streepey Tel: 312-904-9387 Fax: 312-904-2084 MORGAN STANLEY Please confirm that the foregoing correctly sets forth the terms of our agreement MS Reference Number SQ1Z2 by executing this Confirmation and returning it to us. Best Regards, MORGAN STANLEY & CO. INTERNATIONAL LIMITED BY: /s/ Chris Boas -------------------------------- Name: Chris Boas Title: Attorney in fact Acknowledged and agreed as of the date first written above: SATURNS TRUST NO. 2002-15 BY: LaSalle Bank National Association, solely as Trustee and not in its individual capacity. BY: /s/ Ann M. Kelly -------------------------------- Name: Ann M. Kelly Title: Assistant Vice President MORGAN STANLEY & CO. INCORPORATED hereby agrees to and acknowledges its role as agent for both parties in accordance with the Schedule to the Agreement. BY: /s/ John Kehoe -------------------------------- Name: John Kehoe Title: Attorney in fact