0000947871-01-501231 Sample Contracts

TERMS AGREEMENT ---------------
Terms Agreement • December 26th, 2001 • Preferredplus Trust Series All-1 • Asset-backed securities

We understand that Merrill Lynch Depositor, Inc., a Delaware corporation (the "Company"), proposes to issue and sell 1,944,800 PreferredPLUS Class A 8.00% Trust Certificates Series ALL-1 (the "Class A Certificates") with a $25 Stated Amount per Class A Certificate and 1,944,800 PreferredPLUS Class B 0.207% Trust Certificates Series ALL-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 • December 26th, 2001 • Preferredplus Trust Series All-1 • Asset-backed securities • New York
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